UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                FORM 10-K/A

                              Amendment No. 1

(Mark One)
         [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 1998

                                    OR
         [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the transition period from __________ to __________

                        Commission File Number 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 Greene Street, Greensboro, North Carolina             27401
     (Address of Principal Executive Offices)                 (Zip Code)

Registrant's Telephone Number, Including Area Code     336-691-3691

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of Exchange(s)
    Title of Each Class                            on Which 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
  BankAmerica 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 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

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)

State the aggregate market value of the voting and non-voting common equity
held by nonaffiliates of the registrant:  approximately $7.9 billion at
March 15, 1999.

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

                Class                      Outstanding at March 15, 1999
Common Stock (Par Value $1.25 per share)             105,974,062

                    DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Proxy Statement for the Annual Meeting of Shareholders
to be held May 3, 1999 are incorporated by reference into Part III.

	List of Exhibits appears on page E-1.

<PAGE>

                            TABLE OF CONTENTS


Part I                                                          -Page-

Item 1.  Business                                                 1
Item 2.  Properties                                               4
Item 3.  Legal Proceedings                                        4
Item 4.  Submission of Matters to a Vote of Security Holders      5
         Executive Officers of the Registrant                     5

Part II

Item 5.  Market for the Registrant's Common Stock
         and Related Stockholder Matters                          6
Item 6.  Selected Financial Data                                  6
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                      9
Item 7A. Quantitative and Qualitative Disclosures About
         Market Risk                                              25
Item 8.  Financial Statements and Supplementary Data              26
Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure                   58

Part III

Item 10.  Directors and Executive Officers of the Registrant      58
Item 11.  Executive Compensation                                  58
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management                                          58
Item 13.  Certain Relationships and Related Transactions          58

Part IV

Item 14.  Exhibits, Financial Statement Schedules
          and Reports on Form 8-K                                 58

Undertakings                                                      59

Signatures                                                        59

List of Financial Statements and Financial Statement Schedules,
followed by the Schedules                                         F-1

List and Index of Exhibits, followed by Exhibits                  E-1

<PAGE>

                               PART I

Item 1.	Business.

	(a)  General Development of Business

        Jefferson-Pilot Corporation was incorporated in North Carolina
in 1968. While it has broad powers to engage in business, it is solely a
holding company.  Our principal subsidiaries, which are wholly owned, are:

        Jefferson-Pilot Life Insurance Company (JP Life),
        Jefferson Pilot Financial Insurance Company (JPFIC), formerly named
                Chubb Life Insurance Company of America,
        Jefferson Pilot LifeAmerica Insurance Company (JPLA), formerly named
                Chubb Colonial Life Insurance Company,
        Alexander Hamilton Life Insurance Company of America (AH Life),
        Jefferson Pilot Securities Corporation, a full service NASD
                registered broker/dealer, and
        Jefferson-Pilot Communications Company (JPCC).

Through these and other subsidiaries, we are primarily engaged in the business
of writing life and accident and health insurance policies, writing annuity
policies and selling other investment products, operating radio and television
facilities, and producing sports programming.  Most operations are centered in
Greensboro, North Carolina, although a major base of operations in Concord, NH
serves JPFIC, JPLA and the broker/dealer.  Further detail is provided in
Management's Discussion and Analysis of Financial Condition and Results of
Operations which begins on page 9 (MD&A).

        Registrant has grown substantially in the past five years both
internally and through acquisitions.

        In May 1995, JP Life assumed certain life insurance and annuity
business of Kentucky Central Life Insurance Company in an assumption reinsurance
transaction.

	In October 1995, JP acquired AH Life and its subsidiary, First
Alexander Hamilton Life Insurance Company (FAHL), from a subsidiary of
Household International, Inc. (HI).  With the acquisition, certain blocks of
AH Life's existing business were 100% coinsured with affiliates of HI, as
more fully discussed in Note 15 on page 53.

        Effective May 1, 1997, JP acquired JPFIC, its subsidiary JPLA, and our
full service broker/dealer from The Chubb Corporation.

	(b)	Financial Information About Industry Segments

        Industry segment information is presented in Note 16 on page 54.

                                   1
<PAGE>

	(c)	Narrative Description of Business

	Revenues derived from the principal products and services of
Registrant's insurance subsidiaries and revenues from the Communications
segment for the past three years are as follows (in millions):

<TABLE>
                            Revenues by Product <F1>
<CAPTION>
                                              1998     1997     1996
                                             ------   ------   ------
<S>                                          <C>      <C>      <C>
Life Insurance Products:
      Individual:
        Traditional                          $  368   $  343   $  264
        Universal life-type                   1,056      882      600
      Group                                     313      473      506
                                             ------   ------   ------
                                             $1,737   $1,698   $1,370
Annuity and Investment Products                 505      500      442
Communications                                  194      190      189
Corporate and Other                             174      190      124
                                             ------   ------   ------
Total revenues                               $2,610   $2,578   $2,125
                                             ======   ======   ======
<FN>
<F1> Revenues include net investment income
</FN>
</TABLE>

      The following is a brief description of our principal wholly-owned
subsidiaries, including their principal products and services, markets and
methods of distribution.

                      INSURANCE COMPANY SUBSIDIARIES

	JP Life, domiciled in North Carolina, commenced business operations in
1903.  It is authorized to write insurance in 49 states, the District of
Columbia, the Virgin Islands and Puerto Rico.  It primarily writes whole life,
term, annuity and endowment insurance policies on an individual ordinary
basis, and group life and group accident and health insurance policies.  It
also writes accident and health insurance on an individual basis.

        JPFIC, domiciled in New Hampshire, through predecessor companies
commenced business in 1903.  It is authorized to write insurance in 49 states,
the District of Columbia, Guam, the Virgin Islands and Puerto Rico.

        JPLA, domiciled in New Jersey, commenced business in 1897.  It is
authorized to write insurance in 50 states, the District of Columbia, four
U.S. possessions/territories and Taiwan.

        JPFIC and JPLA are primarily engaged in writing universal life,
variable universal life and term life insurance policies.

        AH Life, domiciled in Michigan, commenced business in 1977.  It is
authorized to write insurance in 49 states and the District of Columbia, and
primarily writes fixed and variable annuities and fixed universal life
policies.

        FAHL, domiciled in New York, commenced business in 1987.  It is
authorized to write insurance in New York only and primarily writes
individual fixed annuity policies.

        Life Insurance Products.  Life policies offered by insurance
subsidiaries include continuous and limited-pay life and endowment policies,
universal life policies, variable universal life policies, and level and
decreasing term policies.  On most policies, accidental death and disability
benefits are available in the form of riders, and IRA riders also are
available.  At times, substandard risks are accepted at higher premiums.

        The companies market individual products through a career agency
force, independent agents recruited through independent marketing
organizations and a regional marketing network, home service agents, and
financial institutions.  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 through brokers.

                                   2
<PAGE>

        The insurance subsidiaries have written 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.  The group medical business is being phased out as more fully
discussed in MD&A.  JP Life continues to pursue group life and disability
insurance and has expanded sales efforts through its other distribution
channels.

        Annuity and Investment Products.  Annuity and investment products
offered by insurance subsidiaries include fixed and variable annuity products.
They are marketed through the distribution channels discussed above and
through investment professionals, annuity marketing organizations and
broker/dealers.  Registrant's broker/dealer markets variable life insurance
and variable annuities written by insurance subsidiaries, and also sells
other securities and mutual funds.

Other Information Regarding Insurance Company Subsidiaries

        Regulation.  Insurance companies are subject to regulation and
supervision in the states in which they do business.  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.

        Insurance companies are also required 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
these agencies.  Under the rules of the National Association of Insurance
Commissioners (NAIC) and state laws, companies are examined periodically
(usually at three or five year intervals) by the supervisory agencies of one
or more states.

        Various states, including Michigan, New Hampshire, New Jersey, New
York and North Carolina, have enacted insurance holding company legislation.
Registrant's insurance subsidiaries have registered as members of an
"insurance holding company system" under applicable laws.  Most states
require prior approval by state insurance regulators of transactions with
affiliates, including prior approval of payment of extraordinary dividends
by insurance subsidiaries, and of acquisitions of insurance companies.

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

        Competition.  The insurance subsidiaries 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 our subsidiaries transact business.

        Certain insurance and annuity products also compete with other
investment vehicles.  Marketing of annuities and other competing products by
banks and other financial institutions is increasing.  Our broker/dealer also
operates in a highly competitive environment.  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, 1998, our insurance operations
including our broker/dealer employed approximately 2,200 persons and held
contracts with 29,000 independent and career agents.


                                COMMUNICATIONS

        JPCC owns and operates television and radio stations as well as
Jefferson-Pilot Sports, a production and syndication business.

Television Operations

        JPCC owns and operates three television stations.  WBTV, Channel 3,
Charlotte, NC, is affiliated with CBS under a Network Affiliation Agreement
expiring on May 31, 2011.  Absent cancellation by either party, the Agreement

                                   3
<PAGE>

will be renewed for successive five-year periods.  WWBT, Channel 12, Richmond,
VA, 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, SC,
is affiliated with CBS under a Network Affiliation Agreement expiring on
May 31, 2011. Absent cancellation by either party, the Agreement will be
renewed for successive five-year periods.

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 three 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
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, 1998, JPCC and its subsidiaries
employed approximately 780 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 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 necessary regulations,
and impose certain penalties for violation of the regulations.  The Act and
present regulations 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.

        Broadcasting licenses are granted for a period of eight years for
both television and radio 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 our station licenses have been renewed as
required.

        (d)     Foreign Operations

        Substantially all operations are conducted within the United States.
Subsidiaries have begun life insurance operations in Argentina and Uruguay,
which are not material to our operations.

Item 2.	Properties

        JP and other subsidiaries utilize space and personnel of JP Life.
JP Life owns its home office consisting of a 20-story building and an
adjacent 17-story building in downtown Greensboro, NC.  These buildings 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. JP Life leases office space in Lexington,
KY for operation of the KCL business assumed.

        Operations in Concord, NH are conducted in two buildings on
approximately 196 acres owned by JPFIC.

        Insurance sales office space is leased in various jurisdictions.

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

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.  AH Life is a defendant in a separate

                                   4
<PAGE>

proposed class action suit, Hallabrin et al vs. Alexander Hamilton Life
Insurance Company et al, filed on November 10, 1998 in the Circuit Court for
Wayne County, MI. Both suits allege 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.  The Hallabrin suit also alleges a conspiracy among our
subsidiary and three unaffiliated insurance companies.  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.

        JP 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, we cannot predict the outcome of pending or future litigation
with certainty.  Based on consultation with our legal advisers, management
believes that resolution of pending legal proceedings will not have a
material adverse effect on our 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 us involving environmental matters.

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

     None.

Executive Officers of the Registrant

        David A. Stonecipher, Chairman, President and Chief Executive Officer,
joined JP as President-Elect and CEO-Elect in September 1992, and became
President and CEO in March 1993, and Chairman in May 1998.  Previously he was
President of the Life Insurance Company of Georgia and Southland Life
Insurance Company and their parent company, Georgia US.

        Dennis R. Glass, Executive Vice President, Chief Financial Officer
and Treasurer, and also President-Financial Operations from February 1999,
joined JP in October 1993.  Previously, he was Executive Vice President and
CFO of Protective Life Corporation, and earlier, of the Portman Companies.

        Kenneth C. Mlekush, Executive Vice President, and also President-
Insurance Operations from February 1999, joined JP in January 1993.
Previously he was President and Chief Operating Officer of Southland Life
Insurance Company and Executive Vice President of its parent, Georgia US.

        E. Jay Yelton, Executive Vice President - Investments, joined JP
in October 1993, and previously was President of the Investment Centre.

        John D. Hopkins, Executive Vice President and General Counsel,
joined JP in April 1993, and previously was a partner in King & Spalding,
an Atlanta law firm.

        Theresa M. Stone, Executive Vice President of JP and President of
JPCC since July 1, 1997, was previously President and Chief Executive Officer
of JPFIC from December 1994, and Executive Vice President in 1995 to May 13
and Senior Vice President from 1990 to 1994 of The Chubb Corporation.

        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 for certain executives to their rights under employment
agreements listed as exhibits to this Form 10-K.

                                   5
<PAGE>

PART II

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

(a)  Market Information.  JP common stock principally trades on the New York
     Stock Exchange.  Quarterly composite tape trading ranges have been:

<TABLE>
                       1998                   1997                  1996
                -------------------   -------------------   -------------------
<S>             <C>                   <C>                   <C>
First Quarter   $60 1/16 - 48 11/16   $41       - 36 1/4    $38 13/16 - 30 1/16
Second Quarter  $62 1/8  - 54 7/8     $47 7/16  - 34 5/16   $37 1/16  - 33 1/2
Third Quarter   $64 1/16 - 55 1/16    $53 1/2   - 44 7/8    $36 3/4   - 33 1/4
Fourth Quarter  $78 3/8  - 55 3/8     $57 13/16 - 48 1/4    $39 3/4   - 34 1/4

</TABLE>

(b)  Holders.  As of March 15, 1999, our stock was owned by 10,682 shareholders
of record, and an even larger number of street name holders.

(c)  Dividends.  They are shown in Item 6 below.

     Dividends to the Registrant from its insurance subsidiaries are subject
to state regulation, as more fully described in MD&A on page 19.

Item 6. Selected Financial Data.

<TABLE>
                           JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                                       REVENUE BY SOURCES
<CAPTION>
                                               1998       1997       1996       1995       1994
                                             --------   --------   --------   --------   --------
                                    	                      (In Millions)
<S>                                          <C>        <C>        <C>         <C>       <C>
Life insurance                               $  1,737   $  1,698   $  1,370   $  1,051   $    854
Annuities and investment products                 506        499        442        217        102
Communications                                    195        190        189        164        173
Corporate and other                                79         80         77         87         79
                                             --------   --------   --------   --------   --------
Revenues before investment gains                2,517      2,467      2,078      1,519      1,208
Realized investment gains                          93        111         47         49         61
                                             --------   --------   --------   --------   --------
     Total Revenues                          $  2,610   $  2,578   $  2,125   $  1,568   $  1,269
                                             ========   ========   ========   ========   ========
</TABLE>

<TABLE>
                                     NET INCOME BY SOURCES
<CAPTION>
                                               1998       1997       1996       1995       1994
                                             --------   --------   --------   --------   --------
                                    	                      (In Millions)
<S>                                          <C>        <C>        <C>         <C>       <C>
Life insurance                               $    245   $    194   $    150    $   127   $     98
Annuities and investment products                  71         63         55         29         19
Communications                                     32         28         28         23         22
Corporate and other                                12         12         27         42         52
                                             --------   --------   --------   --------   --------
Net income before investment gains                360        297        260        221        191
Realized investment gains, net of taxes            58         73         31         34         39
                                             --------   --------   --------   --------   --------
Net income, continuing operations                 418        370        291        255        230
Discontinued operations                            -          -          -          18          9
                                             --------   --------   --------   --------   --------
  Net Income Available to
   Common Stockholders                       $    418   $    370   $    291   $    273   $    239
                                             ========   ========   ========   ========   ========
</TABLE>

                                   6
<PAGE>

<TABLE>
                        JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                          SUMMARY OF SELECTED FINANCIAL DATA
<CAPTION>
                                               1998       1997       1996       1995       1994
                                             --------   --------   --------   --------   --------
                                              (In Millions Except Share and Per Share Information)
<S>                                          <C>        <C>        <C>         <C>       <C>
Total reportable segment results before gain
 from sales of investments:
   Continuing operations                     $    360   $    297   $    260   $    221   $    191
   Discontinued operations                         -          -          -           2          9
                                             --------   --------   --------   --------   --------
Total reportable segment results                  360        297        260        223        200
Gain from sales of investments, net of taxes:
   Continuing operations                           58         73         31         34         39
   Discontinued operations                         -          -          -          16         -
                                             --------   --------   --------   --------   --------
Gain from sales of investments                     58         73         31         50         39
                                             --------   --------   --------   --------   --------
Net income available to common stockholders  $    418   $    370   $    291   $    273   $    239
                                             ========   ========   ========   ========   ========
Income per share of common stock:

Total reportable segment results before gain
 from sales of investments:
   Continuing operations                     $   3.39   $   2.80   $   2.44   $   2.06   $   1.75
   Discontinued operations                         -          -          -        0.02       0.09
                                             --------   --------   --------   --------   --------
Total reportable segment results                 3.39       2.80       2.44       2.08       1.84
Gain from sales of investments, net of taxes:
   Continuing operations                         0.55       0.69       0.29       0.31       0.35
   Discontinued operations                         -          -          -        0.15         -
                                             --------   --------   --------   --------   --------
Gain from sales of investments                   0.55       0.69       0.29       0.46       0.35
                                             --------   --------   --------   --------   --------
Net income available to common stockholders  $   3.94   $   3.49   $   2.73   $   2.54   $   2.19
                                             ========   ========   ========   ========   ========

Income per share of common stock -
 assuming dilution:
   Total reportable segment results          $   3.37   $   2.78   $   2.43   $   2.07   $   1.83
                                             ========   ========   ========   ========   ========
   Net income available to
     common stockholders                     $   3.91   $   3.47   $   2.72    $  2.53   $   2.19
                                             ========   ========   ========   ========   ========

Cash dividends paid on common stock          $    122   $    110   $    100   $     88   $     82
                                             ========   ========   ========   ========   ========

Cash dividends paid per common share:
   First quarter                             $   0.27   $   0.24   $   0.21    $  0.19   $   0.17
   Second quarter                                0.30       0.27       0.24       0.21       0.19
   Third quarter                                 0.30       0.27       0.24       0.21       0.19
   Fourth quarter                                0.30       0.27       0.24       0.21       0.19
                                             --------   --------   --------   --------   --------
        Total                                $   1.16   $   1.04   $   0.93   $   0.83   $   0.75
                                             ========   ========   ========   ========   ========

Average common shares outstanding (thousands) 106,134    106,217    106,611    107,541    109,442
                                             ========   ========   ========   ========   ========

Total assets                                 $ 24,338   $ 23,131   $ 17,562   $ 16,478   $  6,140
                                             ========   ========   ========   ========   ========

Debt, capital securities and mandatorily
 redeemable preferred stock                  $    919   $    969   $    423   $    417   $     29
                                             ========   ========   ========   ========   ========

Stockholders' equity                         $  3,052   $  2,732   $  2,297   $  2,156   $  1,733
                                             ========   ========   ========   ========   ========

Stockholders' equity per share
  of common stock                            $  28.82   $  25.70   $  21.65   $  20.19   $  15.89
                                             ========   ========   ========   ========   ========

      Note:  All share information has been restated to reflect an April 1998 3-for-2 stock split
         and a December 1995 3-for-2 stock split, each effected in the form of a dividend.
            Cash dividends per share may not add due to rounding related to the splits.
</TABLE>

                                   7
<PAGE>

<TABLE>
                       Jefferson-Pilot Corporation and Subsidiaries

                               Supplemental Information
<CAPTION>
                                               1998       1997       1996       1995       1994
                                             --------   --------   --------   --------   --------
                                                                (In Millions)
<S>                                          <C>        <C>        <C>         <C>       <C>
Life Insurance In Force (Excludes Annuties):
  Traditional                                $ 38,928   $ 42,648   $ 19,734   $ 21,256   $  6,615
  Universal Life                               85,649     84,721     52,392     51,199     13,027
  Variable Universal Life                      14,569     11,099         -          -          -
  Group                                        24,415     24,359     27,224     26,389     25,417
                                             --------   --------   --------   --------   --------
     Total Life Insurance In Force           $163,561   $162,827   $ 99,350   $ 98,844   $ 45,059
                                             ========   ========   ========   ========   ========

Life Premiums on a FAS 60 Basis:
  First Year Life (Note)                     $    575   $    418   $    241   $    119   $     43
  Renewal and Other Life                          934        822        507        331        238
                                             --------   --------   --------   --------   --------
  Life Insurance                                1,509      1,240        748        450        281
  Accident and Health, Including
    Premium Equivalents                           422        612        645        696        706
                                             --------   --------   --------   --------   --------
     Total Life Insurance Premiums           $  1,931   $  1,852   $  1,393   $  1,146   $    987
                                             ========   ========   ========   ========   ========

Life Earnings by Product:
  Individual                                 $    221   $    184   $    128   $     93   $     58
  Group                                            24         10         22         34         40
                                             --------   --------   --------   --------   --------
     Total Life Earnings                     $    245   $    194   $    150   $    127   $     98
                                             ========   ========   ========   ========   ========

Annuity Premiums on a FAS 60 Basis:
  Fixed Annuity                              $    376   $    596   $    557   $    338    $   240
  Variable Annuity (including
   separate accounts)                             142        103         74         42         10
                                             --------   --------   --------   --------   --------
     Total Annuity Premiums                  $    518   $    699   $    631   $    380    $   250
                                             ========   ========   ========   ========   ========

Investment Product Sales                     $  1,816   $  1,110   $     70   $     44   $     71
                                             ========   ========   ========   ========   ========

Communications Broadcast Cash Flow           $     76   $     65   $     58   $     48   $     44
                                             ========   ========   ========   ========   ========

                        Note:  First year life premiums include single premiums.
</TABLE>

                                   8
<PAGE>

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


                       JEFFERSON-PILOT CORPORATION
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of
operations for the three years ended December 31, 1998 analyzes the results of
operations, consolidated financial condition, liquidity and capital resources
of Jefferson-Pilot Corporation and consolidated subsidiaries (collectively
referred to as JP or Company).  The discussion should be read in conjunction
with the Consolidated Financial Statements and Notes.  All dollar amounts are
in millions except per share amounts.  Prior share amounts have been restated
to give retroactive effect to the Company's three-for-two stock split, which
was effective in April 1998.  All references to Notes are to Notes to the
Consolidated Financial Statements.

Company Profile

The Company has four business segments: Life Insurance Products, Annuity and
Investment Products (AIP), Communications, and Corporate and Other.  Within
the Life Insurance Products segment, JP offers individual life and group
insurance products.  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 and its subsidiary First Alexander Hamilton Life Insurance
Company (collectively, AH Life), and Jefferson Pilot Financial Insurance
Company (formerly named Chubb Life Insurance Company of America) and its
subsidiary, Jefferson Pilot LifeAmerica Insurance Company (JPLA, formerly
named Chubb Colonial Life Insurance Company).  Chubb Sovereign Life Insurance
Company, formerly a subsidiary of JP Financial, was merged into JP Financial
in 1998.

Communications operations are conducted by Jefferson-Pilot Communications
Company (JPCC) and consist of radio and television broadcasting properties
located in strategically selected markets in the Southeastern and Western
United States, and sports program production.

Corporate and Other contains the activities of the parent company and passive
investment affiliates, surplus of the life insurance subsidiaries not allocated
to other reportable segments including earnings thereon, financing expenses on
Corporate debt and debt securities including Capital Securities and mandatorily
redeemable preferred stock, and federal and state income taxes not otherwise
allocated to business segments.

Excluding realized gains, JP's revenues are derived 69% from Life Insurance
Products, 20% from AIP, 8% from Communications and 3% from Corporate and
Other.

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.  In May 1997, the
Company acquired Jefferson Pilot Financial Insurance Company and its
subsidiary, JPLA (collectively, JP Financial).  The discussion of this
acquisition and other significant transactions in Note 1 is incorporated
herein by reference.

Results of Operations

In the following discussion "total reportable segment results" includes all
elements of net income available to common stockholders except realized gains
on sales of investments net of related income taxes (realized investment
gains).  Realized gains are included in the "Corporate and Other" segment.
Reportable segment results is the basis used by management of the Company in
assessing the performance of its busines segments.  Management believes that
reportable segment results is relevant and useful information.  Gains from sale
of investments arise in majority from its "available for sale" equity and bond
portfolios and may be realized in the sole discretion of management or in
accordance with tax planning strategies.  Total reportable segment results as
described above may not be comparable to similarly titled measures reported
by other companies.

                                   9
<PAGE>

The following tables illustrate JP's results before and after the inclusion of
realized investment gains.

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               ------   ------   ------
<S>                                            <C>      <C>      <C>
Consolidated Summary of Income
  Total reportable segment results (1)         $360.3   $297.1   $259.8
  Realized investment gains
   (net of applicable income taxes)              58.0     73.4     30.7
                                               ------   ------   ------
  Net income available to common
   stockholders                                $418.3   $370.5   $290.5
                                               ======   ======   ======

Consolidated Earnings Per Share
  Total reportable segment results (1)         $ 3.39   $ 2.80   $ 2.44
  Realized investment gains
   (net of applicable income taxes)              0.55     0.69     0.29
                                               ------   ------   ------
  Net income available to common
   stockholders                                $ 3.94   $ 3.49   $ 2.73
                                               ======   ======   ======
  Net income available to common
   stockholders - assuming dilution            $ 3.91   $ 3.47   $ 2.72
                                               ======   ======   ======

(1)  Total reportable segment results includes all elements of net income
     available to common stockholders except realized investment gains on
     sales of investments net of related income taxes.

</TABLE>

Net income available to common stockholders increased 12.9% in 1998 and 27.5%
in 1997 due to increases in profitability in the Company's core business in
both years and the acquisition of JP Financial in 1997.  Total reportable
segment results increased 21.3% in 1998 and 14.4% in 1997 due primarily to
increased profitability in the Life Insurance Products and Annuities and
Investment Products segments.  1998's results reflected the acquisition of
JP Financial for twelve months, whereas 1997's results only included eight
months' operations.  Also, due to efforts to improve the economics of group
health products, 1998's results benefited from a return to profitability of
these coverages.  Excluding the earnings impact of JP Financial (less related
financing costs) and group medical results, total reportable segment results
increased approximately 10% in 1998 and 1997.

Net realized gains in 1998 declined 21.0% in comparison to the 1997 increase
of 139.1% as a result of selling investments in 1997 to finance the
acquisition of JP Financial.  Approximately 60%, 90% and 60% of pre-tax
realized gains in 1998, 1997 and 1996 were due to sales of investments in
common stocks.

Earnings per share increased 12.9% and 27.8% in 1998 and 1997 due to the
increase in net income. Earnings per share - assuming dilution increased 12.7%
and 27.6%.  Total reportable segment results per share increased 21.1% and
14.8% in 1998 and 1997.


Operating Earnings by Business Segment

Reportable segments are determined in a manner consistent with the way
management organizes for purposes of making operating decisions and assessing
performance.  Invested assets backing insurance liabilities are assigned to
segments in relation to policyholder funds and reserves.  Net deferred
acquisition costs incurred or purchased, reinsurance receivables and
communications assets are assigned to segments based on specific
identification.  Assets are also assigned to back capital allocated to each
segment in relation to JP's philosophy for managing business risks, reflecting
appropriate conservatism.

A more detailed discussion of operating results by segment follows.

Results by Reportable Segment

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               ------   ------   ------
<S>                                            <C>      <C>      <C>
Life Insurance Products                        $245.2   $193.7   $149.6
Annuity and Investment Products                  71.1     63.5     55.1
Communications                                   32.3     27.5     28.2
Corporate and Other                              11.7     12.4     26.9
                                               ------   ------   ------
Total reportable segment results (1)            360.3    297.1    259.8
Net realized investment gains                    58.0     73.4     30.7
                                               ------   ------   ------
Net income available to common stockholders    $418.3   $370.5   $290.5
                                               ======   ======   ======

(1)  Total reportable segment results includes all elements of net income
     available to common stockholders except realized investment gains on
     sales of investments net of related income taxes.

</TABLE>

                                   10
<PAGE>

Segment Assets

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               -------  -------  -------
<S>                                            <C>      <C>      <C>
Life Insurance Products                        $12,579  $11,684  $ 7,083
Annuity and Investment Products                  6,495    6,525    5,917
Communications                                     222      218      215
Corporate and Other                              5,042    4,704    4,347
                                               -------  -------  -------
Total Assets                                   $24,338  $23,131  $17,562
                                               =======  =======  =======
</TABLE>

Life Insurance Products

The Life Insurance Products (Life Insurance) segment offers a wide array of
individual and group insurance policies through a career agency force,
independent agents recruited through independent marketing organizations and
a regional marketing network, home service agents, financial institutions,
workplace marketing representatives, and a targeted marketing division.

Individual life insurance products include traditional life and health
products, as well as universal life (UL) and variable universal life (VUL),
together referred to as UL-type products.  The operating cycle  for life
insurance products is long-term in nature;  therefore, actuarial assumptions
are important to financial reporting for these policies.  Traditional products
require the policyholder to pay scheduled premiums over the life of the
coverage.  Traditional premium receipts are recognized as revenues and profits
are expected to emerge in relation thereto.  Interest-sensitive product
premiums may vary over the life of the policy at the discretion of the
policyholder and are not recognized as revenues.  Rather, revenues and
reportable segment results on these products arise from mortality, expense and
surrender charges to policyholder fund balances (policy charges).
Additionally, JP earns interest spreads and investment advisory fees on
policyholder fund balances.  Reportable segment results for both traditional
and UL-type products also includes earnings on assigned capital.

Group insurance products include life and disability products sold through
employers, primarily in the Southeastern U.S.  It also includes a block of
medical policies which are being underwritten by a national managed care
company as policy renewal dates arise over the next twelve months, on an
"as-rated" basis.  This will result in invested capital formerly assigned to
these medical policies being reinvested in other life insurance products or
other reportable segments during 1999 and 2000, as the Company exits the
group medical business.

Operating results were:

<TABLE>
<CAPTION>
                                    1998      1997      1996      1995      1994
                                  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>
Premiums and other considerations $1,017.4  $1,080.6  $  910.0  $  756.6  $  641.8
Net investment income                719.2     617.5     459.7     295.3     211.6
                                  --------  --------  --------  --------  --------
Total revenues                     1,736.6   1,698.1   1,369.7   1,051.9     853.4

Policy benefits                      992.8   1,057.1     882.8     676.5     564.0
Expenses                             368.8     345.3     260.7     187.8     139.2
                                  --------  --------  --------  --------  --------
Total benefits and expenses        1,361.6   1,402.4   1,143.5     864.3     703.2
                                  --------  --------  --------  --------  --------
Reportable segment results before
 income taxes                        375.0     295.7     226.2     187.6     150.2
Provision for income taxes           129.8     102.0      76.6      60.5      52.6
                                  --------  --------  --------  --------  --------
Reportable segment results (1)    $  245.2  $  193.7  $  149.6  $  127.1  $   97.6
                                  ========  ========  ========  ========  ========

(1)  Reportable segment results includes all elements of net income available to
     common stockholders except realized investment gains on sales of investments
     net of related income taxes.

</TABLE>
                                   11
<PAGE>

Life Insurance recorded increases in reportable segment results of 26.6% in
1998 and 29.5% in 1997.  In 1998, individual products contributed a 20.1%
increase while group products improved 151.6% due to aggressive rate increases
and expense management.  In 1997, individual products operating income
increased 44.2%, due to acquisitions and internal growth, while group products
declined 56.6% in a very competitive marketplace for continuing writers of
medical coverages.  The following table summarizes reportable segment results
for each category:

<TABLE>
<CAPTION>
                                   1998    1997    1996    1995    1994
                                  ------  ------  ------  ------  ------
<S>                               <C>     <C>     <C>     <C>     <C>
Individual                        $221.3  $184.2  $127.7  $ 92.5  $ 57.6
Group                               23.9     9.5    21.9    34.6    40.0
                                  ------  ------  ------  ------  ------
Total Life Insurance Products     $245.2  $193.7  $149.6  $127.1  $ 97.6
                                  ======  ======  ======  ======  ======
</TABLE>

During 1998, JP took aggressive action to restore the profitability of the
in-force group medical business and then announced its intention to cease
offering group medical policies beginning April 1, 1999.  A full line of group
life and disability policies are still offered through existing distribution
channels.  The following table illustrates amounts included in Life Insurance
results attributable to group medical contracts for the years presented:

<TABLE>
<CAPTION>
                                                1998      1997      1996
                                               ------    ------    ------
<S>                                            <C>       <C>       <C>
Premiums and other considerations              $156.0    $294.2    $328.0
Net investment income                            12.1      15.9      16.9
Policy benefits                                (106.8)   (254.7)   (269.2)
Expenses                                        (45.8)    (62.2)    (63.2)
                                               ------    ------    ------
Reportable segment results before taxes (1)    $ 15.5    $ (6.8)   $ 12.5
                                               ======    ======    ======

(1)  Reportable segment results includes all elements of net income available
     to common stockholders except realized gains on sales of investments net
     of related income taxes.

</TABLE>

The following table summarizes key information for Life Insurance products:

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               ------   ------   ------
<S>                                            <C>      <C>      <C>
Annualized Individual life insurance sales     $  178   $  144   $   92
Individual traditional insurance premium income   204      195      137
Group premium income                              269      425      456
Group premium equivalents                         183      228      238
Average UL policyholder fund balances           7,147    5,788    4,008
Average VUL separate account assets               710      352        -
Average assets - individual products           11,639    9,187    6,350
Average assets - group products                   482      523      521
</TABLE>

Life Insurance revenues increased only 2.3% in 1998 because of declines in
group premiums, and increased 24.0% in 1997 as a result of the JP Financial
acquisition.  Revenues include traditional insurance premiums, policy charges
and investment income.  Individual revenues increased 16.3% in 1998 and 41.8%
in 1997 due to growth in core businesses from acquisitions and internal
growth.  To a large degree, increases in individual revenues are driven by
growth in average policyholder fund balances, which increased 23.5% in 1998
and 44.4% in 1997.  Group revenues declined 33.9% in 1998 and 6.4% in 1997,
because the medical rate increases implemented resulted in non-renewals by
certain customers.

Life Insurance traditional insurance premiums declined 23.6% in 1998 due to
group medical products and increased 4.6% in 1997.  Individual traditional
premiums improved 4.6% in 1998 and 42.3% in 1997 due in large part to the
acquisition of JP Financial.  Group traditional premiums declined 36.5% in
1998 and 6.9% in 1997.  Including equivalent premiums on self-insured health
policies,  group premiums were down 30.8% and 5.9%.  Policy charges improved
18.6% in 1998 and 49.4% in 1997, in relation to growth in UL-type products,
especially as a result of the JP Financial acquisition.

Investment income on assets assigned to the Life Insurance segment improved
16.5% and 34.3% in 1998 and 1997, following the growth in segment assets.
Total portfolio yields have declined as a result of lower investment rates and
credit spreads on new investment opportunities.  The portfolio yield on
traditional assets declined 12 basis points in 1998 versus 26 basis points in
1997.  Due to effective management of asset/liability risks, the average
investment spread (calculated as the difference between portfolio yields
earned on invested assets less interest credited to policyholder funds,

                                   12
<PAGE>

assuming the same level of invested assets) on UL products decreased 9 basis
points in 1998 to 1.63% and remained unchanged in 1997 at 1.72%.  In addition
to being impacted by portfolio yields and crediting rates, interest spreads
may vary over time due to competitive strategies and changes in product
design.

Policy benefits declined 6.1% in 1998, primarily due to group medical
products, and increased 19.7% in 1997, primarily due to the JP Financial
acquisition.  Policy benefits include interest credited to policyholder
accounts on UL-type products, whereas premium receipts on these products are
credited directly to policyholder accounts and not recorded as revenues.
Policy benefits on UL-type products improved to 8.2% of average policyholder
funds in 1998 versus 8.7% in 1997 and 1996.  The improvement is due, in
approximately equal measure, to favorable mortality and lower credited rates
on policyholder accounts.   Traditional policy benefits improved to 85.0% of
premiums in 1998 versus 89.3% and 90.1% in 1997 and 1996.  The improvement is
attributable to aggressive rate actions taken to restore the profitability of
group medical policies, which also resulted in the decline in premiums and
premium equivalents.  As a result of these actions, the group medical incurred
loss ratio improved to 72% in 1998 versus 87% and 84% in 1997 and 1996.

Expenses (including the net deferral and amortization of policy acquisition
costs) increased 6.8% and 32.5% in 1998 and 1997 due to acquisitions.
Expenses on individual traditional products were 31.27%, 32.76% and 32.66% of
premiums in 1998, 1997 and 1996.  For UL-type products, expenses as a
percentage of policyholder funds and separate accounts, were 2.94%, 3.14% and
3.20% in 1998, 1997 and 1996.  The improvement in 1998's maintenance expenses
is a result of integration savings from the JP Financial acquisition.  The
increase in 1997 is due to the addition of equity-based variable products.
For group policies, expenses declined 21.3% in 1998 and increased 1.1% in
1997.  The 1998 decline was due to management actions to maintain
profitability, and due to lower commissions, as revenues declined.  As a
percentage of premiums and equivalents, expenses increased to 15.4% in 1998
versus 13.6% and 12.6% in 1997 and 1996, due to severance benefits and lease
cancellation costs associated with the non-renewal of health policies.

Average Life Insurance assets grew 24.8% in 1998, primarily due to ownership
of JP Financial for all of 1998, sales of UL-type products, and growth in
existing policyholder funds, from interest credited and equity returns.  1997
average assets grew 41.3% from internal growth and acquisitions.  The return
on average Life Insurance assets was 2.02%, 1.99% and 2.18% in 1998, 1997 and
1996.  The improvement in 1998 relates to the profitable growth of UL-type
assets and the return to profitability of group health policies.  The decline
in 1997 is due to diminished group health results and the addition of JP
Financial equity-based variable products.


Annuity and Investment Products

Annuity and Investment Products (also referred to as AIP) offers its products
through financial institutions, independent agents, career agents, investment
professionals and broker-dealers.  Operating results were:

<TABLE>
<CAPTION>
                                    1998      1997      1996      1995      1994
                                  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>
Premiums and other considerations $   17.6  $   35.1  $   66.7  $   49.5  $   14.8
Net investment income                425.0     429.3     371.1     168.2      86.9
Other income                          63.0      35.1       4.2       -         -
                                  --------  --------  --------  --------  --------
Total revenues                       505.6     499.5     442.0     217.7     101.7
                                  --------  --------  --------  --------  --------
Policy benefits                      299.0     326.3     317.0     158.2      63.9
Expenses                              96.9      75.2      40.9      15.5       8.4
                                  --------  --------  --------  --------  --------
Total benefits and expenses          395.9     401.5     357.9     173.7      72.3
                                  --------  --------  --------  --------  --------
Reportable segment results before
 income taxes                        109.7      98.0      84.1      44.0      29.4
 Provision for income taxes           38.6      34.5      29.0      14.4      10.3
                                  --------  --------  --------  --------  --------
Reportable segment results (1)    $   71.1  $   63.5  $   55.1  $   29.6  $   19.1
                                  ========  ========  ========  ========  ========

(1)  Reportable segment results includes all elements of net income available to
     common stockholders except realized investment gains on sales of investments
     net of related income taxes.

</TABLE>

                                   13
<PAGE>

Reportable segment results increased 12.0% in 1998 and 15.2% in 1997.  The
following table summarizes key information for AIP:

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               ------   ------   ------
<S>                                           <C>      <C>      <C>
Fixed annuity receipts                        $   376  $   596  $   557
Variable annuity receipts                         142      103       73
Average policyholder fund balances              5,730    5,755    5,434
Average separate account policyholder
 fund balances                                    409      243      166
Investment product sales                        1,816    1,110       70
Average assets                                  6,516    6,253    5,526
</TABLE>

Revenues increased 1.2% in 1998 and 13.0% in 1997.  Annuity revenues are
derived from policy charges, investment income on segment assets and from
concession income earned on investment product sales by Jefferson Pilot
Securities Corporation (JPSC), a registered broker-dealer, and related
entities.  The increases in revenues are primarily related to increases in
average policyholder fund balances including separate accounts which grew
2.4% in 1998 and 7.1% in 1997.  The increases in policyholder fund balances
results from interest credited and new receipts less benefits paid and
withdrawals.  The decline in fixed annuity receipts during 1998's low
interest rate environment occurred as fixed rate products were perceived less
favorably than other fixed interest investments, and as potential customers
chose variable annuities on the strength of United States equity markets.
Fixed annuity benefits and surrenders as a percentage of beginning fund
balances were 15.8%, 15.0% and 13.4% in 1998, 1997 and 1996.  Annuity
surrenders may increase in relation to the portion of the business that can be
withdrawn by policyholders without incurring a surrender charge.  Other income
includes concession income earned by JPSC and increased substantially in 1998
and 1997, subsequent to JPSC's acquisition as a part of the JP Financial
acquisition.

Policy benefits as a percentage of average policyholder fund balances were
5.2%, 5.7% and 5.8% in 1998, 1997 and 1996.  These declines as well as the
declines in premiums are primarily attributable to a reclassification for 1998
of certain single premium annuity products as interest-sensitive rather than
as traditional products.  This reclassification had no effect on reportable
segment results.  During 1997 and 1996, $16 and $54 of premiums associated
with such products were reported as revenues, with similar amounts included in
policy benefits.  Interest credited represented 5.1%, 5.1% and 4.7% of average
policyholder fund balances in 1998, 1997 and 1996.  Effective spreads, which
represent the yield on the investment portfolio less interest credited to
policyholders, adjusted for net deferral of bonus interest and assuming the
same level of assets, remained relatively constant at 2.11%, 2.13% and 2.09%
for 1998, 1997 and 1996.  This occurred in spite of a decline in portfolio
yields to 7.38% in 1998 versus 7.44% in 1997 and 7.43% in 1996, due to
effective asset/liability management.

Insurance expenses as a percentage of average policyholder fund balances
including separate accounts were 0.64%, 0.68% and 0.67% for 1998, 1997 and
1996.  In 1997, expenses were negatively impacted by a one-time expense for
the relocation of annuity administrative functions to the Greensboro home
office.  The growth in AIP expenses in 1998 and 1997 was primarily due to
broker/dealer operations, similar to the increases in other income.  Broker/
dealer expenses, which include commission expense, as a percentage of
concession income were 91.1%, 95.1% and 83.3% for 1998, 1997 and 1996.  The
percentage for 1996 is not comparable because it precedes the JP Financial
acquisition.

Average AIP assets increased 4.2% in 1998.  In 1997, average assets increased
13.2%, due largely to the JP Financial acquisition.  AIP posted returns on
average assets of 1.09% in 1998,  1.02% in 1997 and 1.00% in 1996.  The 1998
increase is primarily due to earnings of JPSC which were $3 and $1 in 1998 and
1997, as well as effective expense management.

                                   14
<PAGE>

Communications

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

<TABLE>
<CAPTION>
                                    1998      1997      1996      1995      1994
                                  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>

Communications sales              $  199.8  $  195.6    $188.9  $  160.7  $  144.4
Operating costs and expenses         124.1     130.6     130.9     112.9     100.1
                                  --------  --------  --------  --------  --------
Broadcast cash flow                   75.7      65.0      58.0      47.8      44.3
                                  --------  --------  --------  --------  --------
Depreciation and amortization         11.5      11.0       9.3       8.8      10.2
Corporate general and
 administrative expenses               5.1       4.1       3.8       3.0       5.3
Net interest expense (income)
 and other income                      5.1       5.1      (0.5)     (3.0)     (7.4)
                                  --------  --------  --------  --------  --------
Reportable segment results before
 income taxes                         54.0      44.8      45.4      39.0      36.2
Provision for income taxes            21.7      17.3      17.2      15.4      14.2
                                  --------  --------  --------  --------  --------
Reportable segment results (1)    $   32.3  $   27.5  $   28.2  $   23.6  $   22.0
                                  ========  ========  ========  ========  ========

(1)  Reportable segment results includes all elements of net income available to
     common stockholders except realized investment gains on sales of investments
     net of related income taxes.

</TABLE>

Reportable segment results from the Communications segment increased $4.8 or
17.5% in 1998 compared to a decline of 2.5% in 1997.  Results for 1997 and
1996 were positively impacted by tax refunds and related interest income of
$0.3 and $2.6.  Excluding the impact of these refunds, reportable segment
results for 1998 increased 18.8% over 1997.  Net interest expense in 1998 and
1997 reflects increased interest expense on debt to finance acquisitions made
since June 30, 1996, versus interest income from the tax refund in 1996.

The Company's broadcasting properties continued to benefit from the generally
favorable advertising environment and the strong local economies in which they
operate.  Combined revenues for Radio and Television grew 8.9% and 14.0% in
1998 and 1997, respectively.  Radio experienced strong revenue growth in 1998,
resulting from programming changes made in 1997 and increased demand for local
advertising.  Two of the television stations are CBS affiliates and benefited
from robust winter Olympic related advertising during first quarter 1998.
However, Television revenues declined for much of 1998 as national agency
sales continued to be sluggish, consistent with a nationwide trend.

Revenue from Sports operations decreased 25.6% during 1998.  The decline is
primarily a result of first quarter factors, including a non-recurring
sporting event held in the first quarter of 1997 and a decrease in collegiate-
related basketball sales in 1998.  Revenues declined 24.7% during 1997 as a
result of non-recurring Olympic revenues realized in 1996 and declines in
advertising revenues.

Broadcast cashflow grew by 16.5% and 12.1% in 1998 and 1997, respectively, as
the strong growth of the broadcast properties, particularly Radio in 1998 and
TV in 1997, was partially offset by the results of Sports.

Total expenses (comprised of operating costs and expenses, depreciation and
amortization, and corporate general and administrative expenses) decreased
3.4% in 1998 and increased 1.2% in 1997.  Expenses as a percent of
communication revenues for 1997 and 1996 of 74.5% and 76.2% decreased to 70.4%
for 1998.  The 1998 and 1997 decreases were attributable to a change in the
mix of business away from lower margin sports products toward higher margin
broadcast business, and improved expense control.

                                   15
<PAGE>

Corporate and Other

Activities of the parent company and passive investment affiliates, surplus of
the life insurance subsidiaries not allocated to other reportable segments
including earnings thereon, financing expenses on Corporate debt and debt
securities including Capital Securities and mandatorily redeemable preferred
stock, and federal and state income taxes not otherwise allocated to business
segments are reported in this segment.  The following table summarizes the
operating results.

<TABLE>
<CAPTION>
                                    1998      1997      1996      1995      1994
                                  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>
Earnings on investments           $   95.1  $   87.1  $   84.0  $   87.2  $   78.7
Interest expense on debt and
 Exchangeable Securities             (33.1)    (26.9)    (24.2)     (7.9)     (1.9)
Operating Expenses                   (23.3)    (18.6)    (19.2)    (17.8)     (6.4)
Federal and state income
 tax expense                          (1.3)     (3.5)    (10.3)    (19.7)    (18.1)
                                  --------  --------  --------  --------  --------
                                      37.4      38.1      30.3      41.8      52.3
Dividends on Capital Securities
 and mandatorily redeemable
 preferred stock                     (25.7)    (25.7)     (3.4)     (0.9)      -
                                  --------  --------  --------  --------  --------
Reportable segment results (1)        11.7      12.4      26.9      40.9      52.3
Realized investment gains, net        58.0      73.4      30.7      33.1      38.9
                                  --------  --------  --------  --------  --------
Reportable segment results,
 including realized gains         $   69.7  $   85.8  $   57.6  $   74.0  $   91.2
                                  ========  ========  ========  ========  ========

(1)  Reportable segment results includes all elements of net income available to
     common stockholders except realized investment gains on sales of investments
     net of related income taxes.

</TABLE>

The following table summarizes assets assigned to this segment.

<TABLE>
<CAPTION>
                                                1998     1997     1996
                                               ------   ------   ------
<S>                                            <C>      <C>      <C>
Parent company, passive investment
 companies and Corporate line assets
 of insurance subsidiaries                     $1,978   $1,582   $1,708
Co-insurance receivables on acquired blocks     1,904    2,061    2,071
Net SFAS 115 adjustments                          352      262       26
Employee benefit plan assets                      448      369      295
Goodwill arising from insurance acquisitions      192      187       42
Other                                             168      243      205
                                               ------   ------   ------
Total                                          $5,042   $4,704   $4,347
                                               ======   ======   ======
</TABLE>

Total assets for the Corporate and Other segment grew 7.2% in 1998 and 8.2% in
1997 primarily due to retention of earnings less capital reinvested in the
Life Insurance Products and Annuities and Investment Products segments.

Reportable segment results declined 5.6% in 1998, compared to a decline of
53.9% in 1997 which resulted from the redeployment of capital into the
Company's core businesses and the acquisition of  JP Financial.  The results
of this segment may vary from year to year due to expenses associated with
strategic activities, income recorded on equity-method investments, transfers
of assets to and from business segments as well as refinements in asset
assignments and investment income allocation methodologies to other reportable
segments.

Earnings on investments increased 9.2% in 1998 compared to 3.7% in 1997
primarily due to growth in investment income on surplus not assigned to the
other reportable segments and increased income from equity method investments.
Acquisition financing accounts for the increase in interest expense and
dividends on Capital Securities and mandatorily redeemable preferred stock for
both 1998 and 1997.  Operating expenses in 1998 increased by non-recurring
expenses of $2.5 related to the recording of surplus furniture and equipment
at its net realizable value and $3.0 associated with promoting the new brand
name, Jefferson Pilot Financial.  Federal and state income tax expense
includes the tax benefits of preferred dividends on Capital Securities; such
dividends are recorded gross of related tax effects.  Realized investment gains
were lower in 1998 and 1996 due to higher gains on equity securities in 1997.
The higher gains on equity securities in 1997 were partially offset by higher
gains on available for sale bonds and real estate in 1998.

Financial Position, Capital Resources And Liquidity

JP's primary resources are investments related to its Life Insurance Products
and AIP segments, properties and other assets utilized in all segments and
investments backing corporate capital.  The Investments section reviews the
Company's investment portfolio and key strategies.

                                   16
<PAGE>

Total assets increased $1,207 or 5.2% in 1998.  This growth resulted from cash
provided by operating activities, increases in Separate Account assets and
increases in the market values of available for sale investments, an increase
in policyholder contract deposits (despite being adversely impacted by a $146
decline related to business that is 100% coinsured to a third party), offset
in part by redemption of $50 of preferred stock and payment of dividends.
Total assets increased $5,569 or 31.7% in 1997 due mainly to the JP Financial
acquisition.  Excluding incremental total assets of JP Financial as of the
acquisition date, the 1997 increase was $1,689 or 9.6%.

The Life Insurance Products and Annuities and Investment Products segments
defer the costs of acquiring new business, including commissions, first year
bonus interest, certain costs of underwriting and issuing policies plus agency
office expenses (referred to as DAC).  Such amounts deferred were $844 and
$742 at December 31, 1998 and 1997, an increase of 13.7%.

Value of business acquired (VOBA) represents the actuarially-determined
present value of future gross profits of each business acquired.  VOBA of $482
was recorded during 1997 related to the JP Financial acquisition.  Note 6
contains rollforwards of DAC and VOBA for 1998, 1997 and 1996, and is
incorporated herein by reference.

Goodwill (representing the cost of acquired businesses in excess of the fair
value of net assets) was $229 and $225 at December 31, 1998 and 1997, with the
net increase due to final allocation of purchase price related to the JP
Financial acquisition.  Goodwill as a percentage of shareholders' equity was
7.5% and 8.2% at year end 1998 and 1997.

Carrying amounts of goodwill, VOBA and DAC 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.

At December 31, 1998 and 1997, JP had recorded reinsurance receivables of
$1,072 and $1,250 and policy loans of $831 and $834 which are related to the
businesses of AH Life that were coinsured with Household International (HI)
affiliates.  HI has provided payment, performance and capital maintenance
guarantees with respect to the balances receivable.  JP also had a recoverable
of $95 and $97 as of December 31, 1998 and 1997 from a single reinsurer
related to a block of business of JP Financial that is 50% reinsured.  JP and
the reinsurer are joint and equal owners of $191 and $195 of securities and
short-term investments as of December 31, 1998 and 1997 which support the
block.  JP 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 reinsurance activities during the
three years ended December 31, 1998.

Capital Resources

Stockholders' Equity

JP's capital adequacy is illustrated by the following table:

<TABLE>
<CAPTION>
                                   1998      1997      1996      1995      1994
                                  -------   -------   -------   -------   -------
<S>                               <C>       <C>       <C>       <C>       <C>
Total assets                      $24,338   $23,131   $17,562   $16,478   $ 6,140
Total stockholders' equity          3,052     2,732     2,297     2,156     1,733
Ratio of stockholders' equity
 to assets                          12.5%     11.8%     13.1%     13.1%     28.2%
</TABLE>

The Company's ratio of capital to assets has declined over time as a result of
acquisitions, except in 1998 when no new acquisitions occurred.

JP considers existing capital resources to be more than adequate to support
the current level of its business activities.  The business plan places
priority on redirecting certain capital resources invested in bonds and stocks
into its core businesses, such as the JP Financial acquisition, which would be
expected to produce higher returns over time.

                                   17
<PAGE>

The Life Insurance and AIP segments are subject to regulatory constraints.
The Company's insurance subsidiaries have statutory surplus and risk based
capital levels well above required levels.  These capital levels together with
the rating agencies' assessments of the Company's business strategies have
enabled JP Life, AH Life and JP Financial to attain the following claims
paying ratings:

<TABLE>
<CAPTION>
                                    JP Life     AH Life     JP Financial
                                    -------     -------     ------------
    <S>                               <C>          <C>          <C>
    A.M. Best                         A++          A++          A+
    Standard & Poor's                 AAA          AAA          AAA
    Duff and Phelps                   AAA          AAA          AAA
</TABLE>

Debt and Exchangeable Securities

Short-term borrowings outstanding of $289 and $285 as of December 31, 1998 and
1997 consisted of commercial paper.  The weighted average interest rates were
5.61% and 6.02% as of December 31, 1998 and 1997.  The maximum commercial
paper outstanding during 1998 and 1997 was $302 and $317.

JP has sold U. S. Treasury obligations and collateralized mortgages under
repurchase agreements involving various counterparties, accounted for as
financing arrangements.  Proceeds are used to purchase securities with longer
durations as an asset/liability management strategy.  The maximum amounts
outstanding were $290 and $242 during 1998 and 1997.  The securities involved
had a fair value and amortized cost of $303 and $232, and $287 and $241, as of
year end 1998 and 1997.

In April 1997, the Company privately placed $75 of 6.95% Mandatorily
Exchangeable Debt Securities (MEDS) and in June 1997, the Company privately
placed $75 of 6.65% MEDS.  The discussion of these issuances and the
previously issued Automatic Common Exchange Securities (ACES) in Note 8 is
incorporated herein by reference.

Capital Securities and Mandatorily Redeemable Preferred Stock

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.  The
discussion of these issuances in Note 9 is incorporated herein by reference.

Of the $53 of mandatorily redeemable preferred stock outstanding at
December 31, 1997,  $50 was redeemed upon the request of the holder in April
1998 at par plus accrued dividends.  The remaining $3 was repurchased and
canceled as of January 1, 1999.

While the Company has made no commitments for additional financing, additional
securities may be issued to finance acquisitions or for other corporate
purposes.



Liquidity

Liquidity requirements are met primarily by positive cash flows from the
operations of insurance subsidiaries and other consolidated subsidiaries.
Overall sources of liquidity are sufficient to satisfy operating requirements.
Primary sources of cash from insurance operations are premiums and other
considerations, receipts for policyholder accounts, investment sales and
maturities and investment income.  Primary uses of cash include purchase of
investments, payment of benefits, operating expenses, withdrawals from
policyholder accounts, costs related to acquiring new business and income
taxes.  Primary sources of cash from communications operations are revenues
from advertising and sports and entertainment production.  Primary uses of
cash include payment of agency commissions, cost of sales, operating expenses
and income taxes.

Cash provided by operations for 1998, 1997 and 1996 was $435, $516 and $998.
In 1996, cash flow from operations was impacted by the receipt of
$462 in conjunction with the retrocession assumption of periodic payment
annuities from HI.  Cash flows from operations may decline as the Company's
policy receipts continue to shift from traditional products (which are
reflected in operating cash flows) to interest sensitive products (which are
reflected in financing cash flows).

                                   18
<PAGE>

Net cash used in investing activities was $716, $1,173 and $1,124 for 1998,
1997 and 1996.  The Company used cash of $758 in 1997 to acquire JP Financial.
The 1996 amount included the investing of the $462 received from HI mentioned
in the preceding paragraph.  Sales of securities available for sale were $465,
$1,614 and $500 in 1998, 1997 and 1996.  Sales of securities in 1997 were used
to partially fund the JP Financial acquisition.  Total maturities, calls, and
redemptions were $1,379, $839 and $1,276 in 1998, 1997 and 1996.

Net cash provided by financing activities was $293, $561 and $109 for 1998,
1997 and 1996.  Proceeds from the issuance of securities of $450 related to
funding of the JP Financial acquisition drove the 1997 totals, while 1998
reflects the redemption of $50 of preferred stock and repurchases of Company
common stock of $27.  Net borrowings/(repayments) from short-term debt and
securities sold under repurchase agreements were $201, $(138) and $40 for
1998, 1997 and 1996.  Cash inflows from changes in policyholder contract
deposits were $318, $374 and $193 for 1998, 1997 and 1996.  Cash was used to
pay dividends of $149, $129 and $103 during 1998, 1997 and 1996.

In order to meet the parent company'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 during 1998, 1997 and 1996 were $235, $391 and
$156.  JP Life and AH Life were the primary source of dividends in 1998.  The
Company's life insurance subsidiaries are subject to laws in the states of
domicile that limit the amount of dividends that can be paid without the prior
approval of the respective State's Insurance Commissioner.  Approximately 20%
of the amount of dividends planned from life subsidiaries for 1999 will
require regulatory approval.  The Company has no reason to believe that such
approval will be withheld.

Cash and short-term investments were $21, $9 and $105 at December 31, 1998,
1997 and 1996.  Additionally, fixed income and equity securities held by the
parent company and non-regulated subsidiaries were $538, $564 and $483 at
December 31, 1998, 1997 and 1996.  These securities, less the $325 (at
December 31, 1998) of BankAmerica Corporation common stock which supports the
Exchangeable Securities, are considered to be sources of liquidity to support
the Company's strategies.  Total trading securities and debt and equity
securities available for sale at December 31, 1998 and 1997 were $11,907 and
$11,048.

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.  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.  The
Company has a formal investment policy that governs overall quality and
diversification.

JP held the following carrying amounts of investments:

<TABLE>
<CAPTION>
                               December 31, 1998       December 31, 1997
                               -----------------       -----------------
<S>                              <C>       <C>           <C>       <C>
Publicly-issued bonds            $11,356    60%          $11,090    61%
Privately-placed bonds             3,131    16             2,832    16
Commercial mortgage loans          1,969    10             1,716     9
Common stock                         931     5               891     5
Policy loans                       1,439     8             1,422     8
Preferred stock                       34     -                25     -
Real estate                           86     1                75     1
Cash and other invested assets        53     -                52     -
                                 -------   ---           -------   ---
Total                            $18,999   100%          $18,103   100%
                                 =======   ===           =======   ===
</TABLE>

The strategy of identifying market sectors and niches that provide investment
opportunities to meet the portfolios' growth, quality and yield requirements
is expected to continue to result in increasing percentages of private
placements and commercial mortgage loans.

                                   19
<PAGE>

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 "A1", 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
foreclosure 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 $31 and $27 as of December 31, 1998 and 1997.

Carrying amounts of investments categorized as "higher risk" assets were:

<TABLE>
<CAPTION>
                               December 31, 1998       December 31, 1997
                               -----------------       -----------------
<S>                            <C>        <C>          <C>        <C>
Bonds near or in default       $     2        - %      $     2        - %
Bonds below investment grade       659      3.5            757      4.2
Mortgage loans 60 days
 delinquent or in foreclosure        3      -                7      -
Mortgage loans restructured         10      0.1             13      0.1
Foreclosed properties                3      -                4      -
                               -------    -----        -------    -----
Sub-total, "higher risk assets"    677      3.6            783      4.3
All other investments           18,322     96.4         17,320     95.7
                               -------    -----        -------    -----
Total cash and investments     $18,999    100.0%       $18,103    100.0%
                               =======    =====        =======    =====
</TABLE>

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's actual use of derivative financial instruments has
been limited, using them to manage well-defined interest rate risks.  Interest
rate swaps with a notional value of $186, $200 and $254 were open as of
December 31, 1998, 1997 and 1996.  There have been no terminations of
derivative financial instruments in 1998, 1997, or 1996.  Potential termination
of these arrangements as of December 31, 1998 under then current interest
rates would result in a potential gain of $13, which would be amortized over
the remaining life of the hedged asset or liability.  The periodic cash
settlements under these arrangements are reflected as an adjustment to
investment income.

Collateralized Mortgage Obligations (CMO's), which are included in debt
securities available for sale, as of December 31 were:

<TABLE>
<CAPTION>
                                                1998         1997
                                               ------       ------
<S>                                            <C>          <C>
Federal agency issued CMO's                    $2,729       $2,398
Corporate private-labeled CMO's                 1,705        1,485
                                               ------       ------
Total                                          $4,434       $3,883
                                               ======       ======
</TABLE>

The Company's investment strategy with respect to CMO's focuses on actively-
traded, less volatile issues that produce relatively stable cash flows.  The
majority of CMO holdings are sequential tranches of federal agency issuers.
The CMO portfolio has been constructed with underlying mortgage collateral
characteristics and structure in order to lower cash flow volatility over a
range of interest rate levels.

Year 2000 Issue

Like most if not all companies, JP faces certain risks associated with the
coming of the year 2000.  The year 2000 issue relates to the way computer
systems and programs define calendar dates.  By using only two digit dates,
they could fail or make miscalculations due to the inability to distinguish
between dates in the 1900's and in the 2000's.  Also, many systems and
equipment that are not typically thought of as "computer-related" (referred to
as "non-IT") contain embedded hardware or software that must handle dates and
may not properly perform with dates after 1999.

The Company began work on the Year 2000 compliance issue in 1995.  The scope
of the project includes: ensuring the compliance of all applications,
operating systems and hardware on mainframe, PC and LAN platforms; addressing
issues related to non-IT embedded software and equipment; and addressing the
compliance of key vendors and service providers to the Company (business
partners).

                                   20
<PAGE>

The project has four phases: assessment of systems and equipment affected by
the Year 2000 issue; definition of strategies to address affected systems and
equipment; remediation of affected systems and equipment; and certification
that each is Year 2000 compliant.  To certify that all IT systems (internally
developed or purchased) are Year 2000 compliant, each system is tested using
a standard testing methodology which includes regression testing, millennium
testing, millennium leap year testing and cross over year testing.
Certification testing is performed on each system as soon as remediation is
completed.

The target for completion of all phases and categories is September 30, 1999.
The Company has completed the assessment and strategy phases for mainframe
applications, operating systems and hardware and is executing the remediation
and certification phases.  The Company's new business and policyholder
administration systems and the general ledger are on the mainframe.  The
Company has determined that approximately 62% of all mainframe systems are
compliant.  The Company does not deem a system to be compliant until the
completion of remediation and certification to confirm that its performance
will not be affected by dates extending after 1999.  With respect to
significant policyholder systems, all required remediation has been completed
on all systems.  The majority of these systems, including all systems which
support products the Company is currently marketing, have been certified as
Year 2000 compliant.  Completion of certification of remaining systems for
some closed blocks of business is expected by April 1999.  Other non-
policyholder mainframe systems have either been certified or are on schedule.
For PC and LAN systems, the Company has completed the strategy phases and is
executing the assessment, remediation and certification phases concurrently
and intends to complete these phases during the third quarter of 1999.

For the majority of the Company's non-IT related systems and equipment, the
Company has been advised by vendors that the systems and equipment are
currently Year 2000 compliant.  Written documentation regarding compliance is
being obtained.  Where feasible, certification testing will be conducted for
systems and equipment that are material to operations.  Some systems and
equipment, such as electrical power supply, are not feasible for the Company
to certify. Completion for non-IT systems and equipment is scheduled for
September 1999.

The most significant category of key business partners is financial
institutions.  Their critical functions include safeguarding and managing
investment portfolios, processing of the Company's operating bank accounts,
and sales/distribution.  All of the Company's business partner financial
institutions that have responded to the Company's inquiries have indicated
they are on schedule for Year 2000 compliance.  The Company continues to
follow up with business partner financial institutions that have not yet
responded.  Other partner categories include insurance agents and marketing
organizations, and suppliers of communication services, utilities, materials
and supplies.  The Company has conducted surveys of all its software and
hardware vendors, and certification is underway.  In addition to financial
institutions, other critical business partners have been identified and
surveys initiated.  Results of these surveys are being analyzed in the first
quarter of 1999 and appropriate testing or other due diligence will be
conducted in the second and third quarters of 1999.

The Company has not had an independent review of its Year 2000 risks or
estimates.  However, experts have been engaged to assist in developing
estimates and to complete remediation work on specific portions of the
project.

Since inception of the project, the Company has incurred external costs of $7
and internal costs of $7.  The current estimate, based on actual experience to
date, of total project expense is $24, with remaining external costs of $5 and
internal costs of  $5.  Costs are included in various budgets and expensed as
incurred.  Expected total costs are less than earlier estimates due in part to
refinements in estimates as more projects near completion.  In addition,
remediation/certification costs on projects completed to date have been lower
than originally estimated.  Total 1998 costs were $8.  There has not been a
material adverse impact on the Company's operations as a result of IT projects
being deferred due to resource constraints caused by the Year 2000 project.

The Company has investments in publicly and privately placed securities and
loans. The Company may be exposed to credit risk to the extent that related
borrowers are materially adversely impacted by the Year 2000 issue.  Portfolio
diversification reduces the overall risk.  The Company is in compliance with
the NAIC Securities Valuation Office's Due Diligence Guidelines for analyzing
these risks.
                                   21
<PAGE>

Although the Company expects to certify that its critical policyholder systems
are compliant by the end of April 1999, there is no guarantee that these
results will be achieved. Specific factors that give rise to this uncertainty
include a possible loss of technical resources to perform the work (not yet
encountered), failure to identify all susceptible systems, non-compliance by
third parties whose systems and operations impact the Company, and other
similar uncertainties.

Specifically, from Year 2000 problems, the Company could experience an
interruption in its ability to collect and process premiums, process claim
payments, safeguard and manage its invested assets and operating cash
accounts, accurately maintain policyholder information, accurately maintain
accounting records, issue new policies and/or perform adequate customer
service. JPCC could experience an inability to broadcast commercial spots and
invoice them, or to receive TV network programming.  While the Company
believes the occurrence of such a situation is unlikely, a possible worst case
scenario might include one or more of the Company's significant policyholder
systems or broadcasting inventory management systems being non-compliant. Such
an event could result in a material disruption to the Company's or JPCC's
operations. Should the worst case scenario occur (except in JPCC), it could,
depending on its duration, have a material impact on the Company's  results of
operations and liquidity and ultimately on its financial position.

Although the Company is on schedule to complete certification of all internal
systems and non-IT equipment well in advance of January 1, 2000, the Company
recognizes the need to plan for unanticipated problems resulting from failure
of internal systems or equipment or from failures by the Company's business
partners, providers, suppliers or other critical third parties. The Company
has begun work on contingency plans for all mission critical functions.

Market Risk Exposures

Since JP's assets and liabilities are largely monetary in nature, the
Company's financial position and earnings are subject to risks resulting from
changes in interest rates at varying maturities, changes in spreads over U.S.
Treasuries on new investment opportunities, changes in the yield curve and
equity pricing risks.  Continued favorable economic conditions in the U.S.
contributed to a decline in 10 year U.S. Treasury rates of 110 basis points
in 1998 versus a 68 basis point decline in 1997.  These forces contributed to
an increase in unrealized gains on securities available for sale of $53 and
$174 in 1998 and 1997.  Further, in 1997, various forces in the fixed income
markets resulted in a compression of risk premiums over Treasury securities
that can be earned on new investments.  In 1998, risk premiums widened
significantly in the third and fourth quarters.

In a falling interest rate environment, the risk of prepayment on some fixed
income securities increases, causing funds to be reinvested at lower yields.
The Company limits this risk by concentrating the fixed income portfolio on
non-callable securities, through careful selection of CMO's that are
structured to minimize cash flow volatility and by purchasing securities that
provide for "make-whole" type prepayment fees.  Falling interest rates can
also impact demand for the Company's products, as bank certificates of deposit
with no surrender charges and higher average returns from equity markets may
become more attractive to new and existing customers.  Conversely, in a rising
interest rate environment, competitive pressures may make it difficult for the
Company to sustain spreads between rates credited on interest-sensitive
products and portfolio earnings rates, thereby prompting withdrawals by
policyholders.  The Company manages this risk by adjusting interest crediting
rates, at least on an annual basis, with due regard to the yield of its
investment portfolio and pricing assumptions and by prudently managing
interest rate risk of assets and liabilities.

As is typical in the industry, the Company's life and annuity products contain
minimum rate guarantees regarding interest credited.  For interest sensitive
life products the minimum rates range from approximately 3.0% to 5.5%, with
an approximate weighted average of 4.5%.  For annuity products, the minimum
rates range from 3.0% to 5.5%, with the greatest concentration in the 3.5% to
4.0% range.

The Company employs various methodologies to manage its exposure to interest
rate risks.  The asset/liability management process focuses primarily on the
management of interest rate risk of the Company's insurance operations.  JP
monitors the duration of insurance liabilities compared to the duration of

                                   22
<PAGE>

assets backing the insurance lines, giving measurement to the optionality of
cash flows.  The Company's goal in such analysis is to prudently balance
profitability and risk for each insurance product category, and for the
Company as a whole.  At December 31, 1998 and 1997, 88% and 87% of policy
liabilities related to interest-sensitive portfolios.


The Company also considers the timing of cash flows arising from market risk
sensitive instruments (other than trading) and insurance portfolios under
varying interest rate scenarios as well as the related impact on reported
earnings under those varying scenarios.  Market risk sensitive instruments
(other than trading) include debt and equity securities available for sale
and held to maturity, mortgage loans, policy loans, investment commitments,
annuities in the accumulation phase and periodic payment annuities, commercial
paper borrowings, repurchase agreements, interest rate swaps, and debt and
Exchangeable Securities.  The following table shows the estimated impact that
various hypothetical interest rate scenarios would be expected to have on the
Company's earnings for a calendar year, based on the assumptions contained in
the Company's model.  Mangement believes that its analysis of the effects of
100 basis point increases and decreases utilized in the sensitivity analysis
below reflects reasonably possible near term changes in interest rates as of
December 31, 1998 and 1997.  The change in these estimates as of year end 1998
versus year end 1997 was due primarily to differences in the yield curve and
in the sensitivities they introduced to the Company's model.

<TABLE>
<CAPTION>
                                          Incremental Income
                                                (Loss)
                                          ------------------
    Change in Interest Rate               1998          1997
    -----------------------               ----          ----
    <S>                                   <C>           <C>
    + 100 basis points                    $(8)          $(2)
    +  50 basis points                     (4)           (1)
    -  50 basis points                      4             3
    - 100 basis points                      6             8
</TABLE>

These estimates were derived by modeling estimated cash flows of the Company's
market risk sensitive instruments and insurance portfolios.  Changes in
interest rates illustrated above assume parallel shifts in the yield curve
graded pro-rata over four quarters.  Incremental income or loss is net of
taxes at 35%.  Estimated cash flows produced in the model assume reinvestments
representative of JP's current investment strategy and calls/prepayments
include scheduled maturities as well as those expected to occur when issuers
can benefit financially based on the difference between prepayment penalties
and new money rates under each scenario.  Assumed lapse rates among insurance
portfolios give consideration to relationships expected between crediting
rates and market interest rates, as well as the level of surrender charges
inherent in individual contracts.  The illustrated incremental income or loss
also includes the expected impact on amortization of DAC and VOBA.  The model
is based on the Company's existing business in force as of December 31, 1998
and does not consider new sales of life and annuity products or the potential
impact (as discussed above) of interest rate fluctuations on sales.

The Company is exposed to equity price risk on its equity securities (other
than trading).  JP holds common stock with a fair value of $949.
Approximately $500 of such value is represented by investments in a single
issuer, BankAmerica.  The Company's Exchangeable Securities are exchangeable
into shares of BankAmerica common stock.  Had the Exchangeable Securities been
redeemable as of year end, the redemption value would have been $325 (see
Notes 8 and 18).  Management believes that a hypothetical 10% decline in the
equity market is reasonably possible in the near term.  If the market value of
the S&P 500 Index, and of BankAmerica common stock specifically, decreased 10%
from their December 31, 1998 values, the fair value of the Company's common
stock and Exchangeable Securities would change as follows:

<TABLE>
<CAPTION>
                                      Favorable (Unfavorable)
                                       Change in Fair Value
                                       --------------------
                                       1998            1997
                                       ----            ----
<S>                                    <C>             <C>
BankAmerica common stock               $(50)           $(50)
Exchangeable Securities                  27              26
                                       ----            ----
                                        (23)            (24)
Remaining equity securities             (45)            (39)
                                       ----            ----
Total change in fair values            $(68)           $(63)
                                       ====            ====
</TABLE>

Certain fixed interest rate market risk sensitive instruments may not give
rise to incremental income or loss during the period illustrated but may be
subject to changes in fair values.  Note 18 presents additional disclosures
concerning fair values of financial assets and financial liabilities, and is
incorporated by reference herein.

                                   23
<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 1998 and 1997, the U.S.
economy exhibited continued favorable trends including low inflation with
minimal risk of price increases, moderate business growth and increases in
productivity through technological innovation.  However, this environment has
resulted in a scarcity of quality investments at favorable yields, in part due
to abundant liquidity among corporate borrowers.  Also, a robust domestic
economy creates pressure on wages for skilled workers.  There are certain
secular forces driving economic results including aging of baby-boomers, an
increase in the supply of investable funds, increased global competition and
increasing use of technology.  These forces impact JP in various ways such as
demand for its products (especially savings-oriented products), competition
for new investments, mergers and consolidations within the financial services
sector and costs inherent in administering complex financial products.

JP has grown at a rate faster than the overall industry because of
acquisitions, and its strong financial position, superior claims paying
ratings, and efforts to increase distribution sources.

Medical Trends

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.  JP has elected to non-renew its group medical coverages
beginning April 1999, but will continue to offer individual and group
disability insurance.

Environmental Liabilities

JP is exposed to environmental regulation and litigation as a result of
ownership of investment real estate 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

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
foreign, domestic and mutual insurers, and from non-traditional players such
as banks, securities brokers and mutual funds.  Consolidation is expected to
continue and may be heightened by federal legislation.  HR 10 or some variant
will likely be passed in Congress, perhaps in 1999, and would allow banks,
insurance companies and investment banks to affiliate.

The Clinton Administration has recently recommended $34 billion in new
corporate taxes as part of its proposal for next year's budget, and has
targeted a substantial share of the new tax burden at the life insurance
industry.  Several of the Administration's proposals which could impact JP
include:

1. An increase in the DAC tax on annuities and life insurance (e.g. life
insurance companies are required to defer certain expenses, by formula,
attributable to premium revenues from the sale of these products).

2. A proposal to require recapture of policyholder surplus accounts as taxable
income over ten years.

3. A proposal to place an additional tax on companies that borrow for any
purpose if those companies also own life insurance, including key employee
insurance.

If adopted, item 1 would result in an increase in current tax liabilities but
would not impact earnings except for lost investment income on accelerated tax
payments.  Item 2 would result in approximately $37 million of additional tax
expense over ten years.  Item 3 would limit the attractiveness of life
insurance policies for corporate policyholders.  JP believes that life
insurers already pay higher effective tax rates than the average for corporate
America as a whole.  It is not possible to predict the outcome of the
Administration's proposals at this time.

                                   24
<PAGE>

Prescribed or permitted Statutory Accounting Principles (SAP) may vary
between states and between companies.  The NAIC has completed the process of
codifying SAP (Codification) to promote standardization of methods, and is
encouraging each state to adopt Codification as soon as possible, with a
proposed implementation date of January 1, 2001.  Related statutory accounting
changes are not expected to significantly impact the Company's statutory
capital requirements, although they are expected to reduce levels of statutory
capital industry wide.

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.  See Note 19, which is incorporated herein by reference, for
discussion of the Company's contingent liabilities.

Accounting Pronouncements

See Note 2, which is incorporated herein by reference.

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 "Year 2000 Issue", "Market Risk Exposures",
"External Trends and Forward Looking Information" and other risks detailed
from time to time in the Company's SEC filings; to the risks that JP might
fail to successfully complete strategies for cost reductions and for growth
in sales of products through all distribution channels; to business
interruption risks if the Company does not timely complete its Year 2000
compliance project; 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.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Information under the heading "Market Risk Exposures" in MD&A is incorporated
herein by reference.

                                   25
<PAGE>

Item 8.  Financial Statements and Supplementary Data

<TABLE>
                  JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

          MANAGEMENT'S PRESENTATION OF QUARTERLY FINANCIAL DATA (UNAUDITED)
<CAPTION>
                                                       1998
                                   -----------------------------------------------
                                   March 31    June 30   September 30  December 31
                                   ---------  ---------  ------------  -----------
                                        (In Millions Except Share Information)
<S>                                  <C>         <C>         <C>         <C>
Revenues, excluding realized
 investment gains                    $ 654       $ 632       $ 616       $ 615
Realized investment gains               43          18          33          (1)
                                     -----       -----       -----       -----
Revenues                               697         650         649         614
Benefits and expenses                  521         488         468         463
Provision for income taxes              57          54          66          49
                                     -----       -----       -----       -----
Net Income                             119         108         115         102
Dividends on Capital Securities
 and preferred stock                     7           6           6           7
                                     -----       -----       -----       -----
Net income available to common
 stockholders                        $ 112       $ 102       $ 109       $  95
                                     =====       =====       =====       =====
Per share of common stock            $1.05       $0.95       $1.03       $0.91
                                     =====       =====       =====       =====
Per share of common stock -
 assuming dilution                   $1.04       $0.94       $1.02       $0.90
                                     =====       =====       =====       =====
Operating income per common share    $0.79       $0.85       $0.85       $0.90
                                     =====       =====       =====       =====
</TABLE>

<TABLE>
<CAPTION>
                                                       1997
                                   -----------------------------------------------
                                   March 31    June 30   September 30  December 31
                                   ---------  ---------  ------------  -----------
                                        (In Millions Except Share Information)
<S>                                  <C>         <C>         <C>         <C>
Revenues, excluding realized
 investment gains                    $ 530       $ 624       $ 652       $ 661
Realized investment gains               61          41           5           4
                                     -----       -----       -----       -----
Revenues                               591         665         657         665
Benefits and expenses                  421         502         530         534
Provision for income taxes              57          54          41          43
                                     -----       -----       -----       -----
Net Income                             113         109          86          88
Dividends on Capital Securities
 and preferred stock                     4           7           7           8
                                     -----       -----       -----       -----
Net income available to common
 stockholders                        $ 109       $ 102       $  79       $  80
                                     =====       =====       =====       =====
Per share of common stock            $1.02       $0.96       $0.75       $0.76
                                     =====       =====       =====       =====
Per share of common stock -
 assuming dilution                   $1.02       $0.95       $0.74       $0.75
                                     =====       =====       =====       =====
Operating income per common share    $0.65       $0.71       $0.71       $0.73
                                     =====       =====       =====       =====
</TABLE>

                                 26
<PAGE>

                     INDEPENDENT AUDITOR'S REPORT

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

        We have audited the accompanying consolidated balance sheets of
Jefferson-Pilot Corporation and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1998.
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 audits.

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

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Jefferson-Pilot Corporation and subsidiaries at December 31, 1998 and 1997,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles.


                                                     ERNST & YOUNG, LLP

Greensboro, North Carolina
February 8, 1999

                                   27
<PAGE>


<TABLE>
              JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                              December 31
                                                         ---------------------
                                                           1998         1997
                                                         -------       -------
                                                           (Dollar Amounts in
                                                             Millions Except
                                                            Share Information)
<S>                                                      <C>           <C>
                           ASSETS
Investments:
  Debt securities available for sale, at fair value
    (amortized cost 1998 - $10,500; 1997 - $9,748)       $10,958       $10,155
  Debt securities held to maturity, at amortized cost
    (fair value 1998 - $3,699; 1997 - $3,892)              3,545         3,790
  Equity securities available for sale, at fair value
    (cost 1998 - $94; 1997 - $89)                            949           893
  Mortgage loans on real estate                            1,969         1,716
  Policy loans                                             1,439         1,422
  Real estate                                                 86            75
  Other investments                                           32            43
                                                         -------       -------
       Total investments                                  18,978        18,094

Cash and cash equivalents                                     21             9
Accrued investment income                                    241           217
Due from reinsurers                                        1,342         1,526
Deferred policy acquisition costs and value of
  business acquired                                        1,412         1,364
Cost in excess of net assets acquired                        229           225
Assets held in separate accounts                           1,754         1,282
Other assets                                                 361           414
                                                         -------       -------
                                                         $24,338       $23,131
                                                         =======       =======

            LIABILITIES AND STOCKHOLDERS' EQUITY

Policy liabilities:
  Future policy benefits                                 $ 2,062       $ 2,138
  Policyholder contract deposits                          14,996        14,703
  Dividend accumulations and other policyholder
   funds on deposit                                          184           181
  Policy and contract claims                                 179           228
  Other                                                      246           247
                                                         -------       -------
       Total policy liabilities                           17,667        17,497
Debt:
  Commercial paper and revolving credit borrowings           289           285
  Exchangeable Securities and other debt                     327           331
Securities sold under repurchase agreements                  292            95
Currently payable income taxes                                43            13
Deferred income tax liabilities                              301           222
Liabilities related to separate accounts                   1,754         1,282
Accounts payable, accruals and other liabilities             310           321
                                                         -------       -------
       Total liabilities                                  20,983        20,046
                                                         -------       -------

Commitments and contingent liabilities

Guaranteed preferred beneficial interest in
 subordinated debentures ("Capital Securities")              300           300
Mandatorily redeemable preferred stock                         3            53

Stockholders' equity:
  Common stock and paid in capital, par value
   $1.25 per share:  Authorized
   350,000,000 shares; issued and outstanding
   1998 - 105,896,185 shares; 1997 - 106,278,409 shares      133            93
  Retained earnings                                        2,191         1,964
  Accumulated other comprehensive income -
   net unrealized gains on securities                        728           675
                                                         -------         -----
                                                           3,052         2,732
                                                         -------         -----
                                                         $24,338       $23,131
                                                         =======       =======
See Notes to Consolidated Financial Statements

</TABLE>
                               28
<PAGE>

<TABLE>
                  JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>
                                                      Year Ended December 31
                                                    --------------------------
                                                     1998      1997      1996
                                                    ------    ------    ------
                                                   (Dollar Amounts in Millions
                                                     Except Share Information)
<S>                                                 <C>       <C>       <C>
Revenues
 Premiums and other considerations                  $1,049    $1,135    $  994
 Net investment income                               1,202     1,103       893
 Realized investment gains                              93       111        47
 Communications sales                                  198       194       187
 Other                                                  68        35         4
                                                    ------    ------    ------
     Total revenues                                  2,610     2,578     2,125
                                                    ------    ------    ------
Benefits and Expenses
 Insurance and annuity benefits                      1,307     1,399     1,211
 Insurance commissions, net of deferrals                84        54        22
 General and administrative expenses,
   net of deferrals                                    177       181       138
 Insurance taxes, licenses and fees                     52        50        39
 Amortization of policy acquisition costs and
   value of business acquired                          196       172       141
 Communications operations                             124       131       131
                                                    ------    ------    ------
     Total benefits and expenses                     1,940     1,987     1,682
                                                    ------    ------    ------
Income before income taxes                             670       591       443
Income taxes                                           226       195       149
                                                    ------    ------    ------
Net Income                                             444       396       294
Dividends on Capital Securities and
 preferred stock                                        26        26         3
                                                    ------    ------    ------
Net income available to common stockholders         $  418    $  370    $  291
                                                    ======    ======    ======
Net income per share available to
 common stockholders                                $ 3.94    $ 3.49    $ 2.73
                                                    ======    ======    ======
Net income per share available to
 common stockholders - assuming dilution            $ 3.91    $ 3.47    $ 2.72
                                                    ======    ======    ======

See Notes to Consolidated Financial Statements

</TABLE>
                                 29

<PAGE>

<TABLE>
                   JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
                              Common                  Accumulated Other
                             Stock and              Comprehensive Income-    Total
                              Paid in     Retained  Net Unrealized Gains  Stockholders'
                              Capital     Earnings      On Securities        Equity
                             ---------   ---------- --------------------  ------------
                               (Dollar Amounts in Millions Except Share Information)
<S>                           <C>        <C>             <C>               <C>
Balance, January 1, 1996      $  89      $ 1,542         $  525            $ 2,156

  Net income                     -           294             -                 294
  Other comprehensive income     -            -             (24)               (24)
                                                                           -------
  Comprehensive income                                                         270
  Common dividends $.96
   per share                     -          (102)            -                (102)
  Preferred dividends            -            (3)            -                  (3)
  Common stock issued             1           -              -                   1
  Common stock reacquired        (2)         (23)            -                 (25)
                             ------       ------         ------             ------
Balance, December 31, 1996       88        1,708            501              2,297

  Net income                     -           396             -                 396
  Other comprehensive income     -            -             174                174
                                                                            ------
  Comprehensive income                                                         570
  Common dividends
   $1.07 per share               -          (114)            -                (114)
  Preferred dividends            -           (26)            -                 (26)
  Common stock issued             5           -              -                   5
                             ------       ------         ------             ------
Balance, December 31, 1997       93        1,964            675              2,732

  Net income                     -           444             -                 444
  Other comprehensive income     -            -              53                 53
                                                                            ------
  Comprehensive income                                                         497
  Common dividends
   $1.18 per share              -           (125)            -                (125)
  Preferred dividends            -           (26)            -                 (26)
  Common stock issued             6           -              -                   6
  Common stock reacquired       (10)         (22)            -                 (32)
  Three-for-two common
   stock split                   44          (44)            -                  -
                             ------       ------         ------             ------
Balance, December 31, 1998   $  133       $2,191         $  728             $3,052
                             ======       ======         ======             ======

See Notes to Consolidated Financial Statements

</TABLE>
                                 30
<PAGE>


<TABLE>
                     JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                      Year Ended December 31
                                                    --------------------------
                                                     1998      1997      1996
                                                    ------    ------    ------
                                                   (Dollar Amounts in Millions)
<S>                                                 <C>       <C>       <C>
Cash Flows from Operating Activities
Net income                                          $  444    $  396    $  294
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Change in policy liabilities other
   than deposits                                      (132)       66       336
  Credits to policyholder accounts, net                121       179       188
  Deferral of policy acquisition costs, net           (112)     (112)      (52)
  Change in receivables and asset accruals              20        38       222
  Change in payables and expense accruals               58       (28)       50
  Realized investment gains                            (93)     (111)      (47)
  Depreciation and amortization                         92        71        58
  Other                                                 37        17       (51)
                                                    ------    ------    ------
     Net cash provided by operating activities         435       516       998
                                                    ------    ------    ------

Cash Flows from Investing Activities
Securities available for sale:
  Sales                                                465     1,614       500
  Maturities, calls and redemptions                    884       462     1,050
  Purchases                                         (2,033)   (2,199)   (1,916)
Securities held to maturity:
  Sales                                                 13        10        -
  Maturities, calls and redemptions                    495       377       226
  Purchases                                           (267)     (297)     (575)
Repayments of mortgage loans                           168       123       115
Mortgage loans originated                             (427)     (507)     (389)
Decrease (increase) in policy loans, net               (17)       12       (60)
Acquisitions of subsidiaries, net of cash received      -       (758)       -
Purchase of intangibles                                 -        (15)      (58)
Other investing activities, net                          3         5       (17)
                                                    ------    ------    ------
       Net cash used in investing activities          (716)   (1,173)   (1,124)
                                                    ------    ------    ------

Cash Flows from Financing Activities
Policyholder contract deposits                       1,720     1,693     1,191
Withdrawals of policyholder contract deposits       (1,402)   (1,319)     (998)
Borrowings under short-term credit facilities        5,155     2,709       222
Repayments under short-term credit facilities       (5,151)   (2,699)     (230)
Issuance of Capital Securities                          -        300        -
Issuance of Exchangeable Securities and other debt      -        150        -
Proceeds (payments) from securities sold under
 repurchase agreements                                 197      (148)       48
Cash dividends paid                                   (149)     (129)     (103)
Common stock transactions, net                         (27)        4       (24)
Redemption of mandatorily redeemable preferred
 stock                                                 (50)       -         -
Other financing activities, net                         -         -          3
                                                    ------    ------    ------
       Net cash provided by financing activities       293       561       109
                                                    ------    ------    ------
       Net increase (decrease) in cash and
       cash equivalents                                 12       (96)      (17)
Cash and cash equivalents, beginning                     9       105       122
                                                    ------    ------    ------
Cash and cash equivalents, ending                   $   21    $    9    $  105
                                                    ======    ======    ======

Supplemental Cash Flow Information
Income taxes paid                                   $  169    $  158    $  162
                                                    ======    ======    ======
Interest paid                                       $   37    $   38    $   37
                                                    ======    ======    ======

See Notes to Consolidated Financial Statements

</TABLE>
                                 31
<PAGE>

                JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Dollar amounts in millions, except share information)

                          December 31, 1998


Note 1.  Nature of Operations and Significant Transactions

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 its
subsidiary First Alexander Hamilton Life Insurance Company (FAHL) and
Jefferson Pilot Financial Insurance Company (JP Financial, formerly named
Chubb Life Insurance Company of America) and its subsidiary, Jefferson Pilot
LifeAmerica Insurance Company (JPLA, formerly named Chubb Colonial Life
Insurance Company).  Chubb Sovereign Life Insurance Company, formerly a
subsidiary of JP Financial, was merged into JP Financial in 1998.
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.

Business Acquisitions:  In May 1997, the Company acquired all the outstanding
shares of JP Financial from The Chubb Corporation (Seller).  JP Financial's
operations, principally universal life, variable universal life and term
insurance, are conducted nationwide through JP Financial and JPLA.  JP
Financial and its subsidiaries, as of the acquisition date, are collectively
referred to as "JP Financial."  Jefferson Pilot Securities Corporation
(formerly Chubb Securities Corporation) is a full service NASD registered
broker-dealer.  The cost of the acquisition consisted of $775 cash paid by JP
to Seller at closing, plus other acquisition costs.  In addition, prior to the
acquisition, JP Financial paid a $100 special dividend to Seller which was
recorded by Seller as a receipt from its subsidiary.  The $775 was financed
through the liquidation of invested assets, various securities offerings (see
Notes 8 and 9) and the issuance of commercial paper.  The acquisition, which
was effective as of April 30, 1997, was accounted for using the purchase
method.  As a result, JP Financial's results of operations from May 1, 1997
forward are included in the accompanying financial statements.  The purchase
price was subject to certain post-closing adjustments, none of which had a
material impact on the balance sheet or results of operations.  In 1998, the
final allocation of purchase price to JP Financial's tangible and identifiable
intangible assets and liabilities was completed, based on their fair values.
The resulting adjustments were not material.  The acquisition resulted in $163
of cost in excess of net assets acquired (i.e. goodwill) and $494 of value of
business acquired.  Goodwill arising from the acquisition is being amortized
over a period of 35 years.

The following pro-forma financial information has been prepared assuming that
the acquisition of JP Financial had taken place at the beginning of each year
presented:

<TABLE>
<CAPTION>                                                  1997       1996
                                                          ------     ------
     <S>                                                  <C>        <C>
     Revenue                                              $2,690     $2,680
     Net income available to common stockholders             335        312
     Net income per common share                            3.16       2.93
     Net income per common share - assuming dilution        3.14       2.92
</TABLE>

On a pro-forma basis, net income available to common stockholders before
realized investment gains, net of income taxes, increased from $297 to $309
for 1997.  The pro-forma adjustments eliminate the effect of realized gains
on invested assets sold in 1997 to finance the JP Financial acquisition.
Thus, 1997 pro-forma realized gains and pro-forma net income available to
common stockholders are lower than actual 1997 results.
In January 1997, JPCC purchased substantially all of the broadcast assets of
a radio station in Denver, Colorado for $15 in cash.  This acquisition
resulted in cost in excess of net assets acquired of $14.  In 1996, JPCC

                                   32
<PAGE>

purchased substantially all of the broadcast assets of two radio stations in
San Diego, California for $59 in cash, resulting in cost in excess of net
assets acquired of $26. All three acquisitions were accounted for as
purchases, and the results of operations of the acquisitions 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
1997 and 1996 is not significant.


Note 2. Significant Accounting Policies

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 12.  All share and per share amounts have been restated to
give retroactive effect to the April 1998 three-for-two common stock split.
See Note 10.

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.

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 securities held to maturity, stated at amortized cost, or securities
available for sale, stated at fair value with net unrealized gains and losses
included in accumulated other comprehensive income, net of deferred income
taxes and adjustments to deferred policy acquisition costs and value of
business acquired.

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.  An allowance for
unrecoverable amounts is provided when the mortgage loan becomes impaired.
Mortgage loans are considered impaired when it becomes probable the Company
will be unable to collect the total amounts due, including principal and
interest, according to contractual terms.  The impairment is measured based
upon the present value of expected cash flows discounted at the effective
interest rate on both a loan by loan basis and by measuring aggregated loans
with similar risk characteristics.  Interest on mortgage loans is recorded
until such time as collection is deemed improbable.  Policy loans are stated
at their unpaid balances.

                                   33
<PAGE>

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 $39 and $38 at
December 31, 1998 and 1997.  Other investments are stated at equity, or the
lower of cost or market, as appropriate.

Property and Equipment:  Property and equipment, which is included in other
assets, is stated at cost and depreciated principally by the straight-line
method over estimated useful lives, generally 30 to 50 years for buildings
and approximately 10 years for other property and equipment.  Accumulated
depreciation was $144 and $133 at December 31, 1998 and 1997.

Deferred Policy Acquisition Costs and Value of Business Acquired:  Costs
related to obtaining new and renewal business, including commissions, certain
costs of underwriting and issuing policies, certain agency office expenses,
and first year bonus interest on annuities, all of which vary with and are
primarily related to the production of new and renewal 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
(goodwill) is amortized on a straight-line basis over periods of 25 to 40
years.  Accumulated amortization was $21 and $14 at December 31, 1998 and
1997.  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 considerations.

                                   34
<PAGE>

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 relates 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.

Communications sales are presented net of agency and representative
commissions.  Concession income of the broker/dealer subsidiaries is recorded
as earned and is presented in other revenue.

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.

Policy and Contract Claims:  The liability for policy and contract claims
consists of the estimated amount payable for claims reported but not yet
settled 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 claims
incurred through the balance sheet date and 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.

                                   35
<PAGE>

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 not less than the market value of the stock at the
date of award.

Income Taxes:  The Company and most of its subsidiaries file a consolidated
life/nonlife federal income tax return.  Currently, AH Life and JP Financial
each file a separate consolidated return with their respective subsidiaries.
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.

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:  As of January 1, 1998, the Company adopted
SFAS 130, "Reporting Comprehensive Income", which sets standards for the
reporting and display of comprehensive income and its components in financial
statements.  Adoption had no impact on the Company's net income or
stockholders' equity.  Comprehensive income consists of net income plus other
comprehensive income.  Under SFAS 130, one of the items included in other
comprehensive income is unrealized gains and losses on available for sale
securities.  Prior year financial statements have been reclassified to
conform with the requirements of SFAS 130.  See Note 17.

Effective January 1, 1998, the Company adopted SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information".  This pronouncement
superseded SFAS 14, "Financial Reporting for Segments of a Business
Enterprise".  SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports.  SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers.  The adoption of SFAS 131 did not
affect results of operations or financial position, but did affect the
disclosure of segment information.  See Note 16.

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and for Hedging Activities".  This pronouncement is effective for annual
periods beginning after June 15, 1999.  SFAS 133 requires all derivatives to
be recorded on the balance sheet and establishes accounting rules for hedging
activities.  The effect of the hedge accounting rules is to offset changes in
value or cash flows of both the hedge and hedged item in earnings in the same
period.  Changes in the fair value of derivatives that do not qualify for
hedge accounting are reported in earnings in the period of the change.  Based
on the limited nature of the Company's use of derivatives and hedging
activities, adoption of this pronouncement is not expected to have a material
impact on the Company's financial position or results of operations.

During 1998, the Company adopted SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", which requires
capitalization of certain costs incurred in connection with developing or
obtaining internal use software.  The impact of adoption was not material.

                                   36
<PAGE>

Note 3. Income Per Share of Common Stock

The following table sets forth the computation of earnings per share and
earnings per share assuming dilution:

<TABLE>
<CAPTION>
                                               1998          1997          1996
                                            -----------   -----------   -----------
     <S>                                    <C>           <C>           <C>
     Numerator:
       Net Income                           $       444   $       396   $       294
       Dividends on Capital Securities
        and preferred stock                          26            26             3
                                            -----------   -----------   -----------
     Numerator for earnings per share and
       earnings per share - assuming
       dilution - Net income available to
       common stockholders                  $       418   $       370   $       291
                                            ===========   ===========   ===========
     Denominator:
       Denominator for earnings per share -
       weighted-average shares
       outstanding                          106,134,031   106,216,997   106,611,045
       Effect of dilutive securities:
       Employee stock options                   918,108       562,314       333,653
                                            -----------   -----------   -----------
     Denominator for earnings per share -
       assuming dilution - adjusted
       weighted-average shares
       outstanding                          107,052,139   106,779,311   106,944,698
                                            ===========   ===========   ===========

     Earnings per share                     $      3.94   $      3.49   $      2.73
                                            ===========   ===========   ===========
     Earnings per share - assuming dilution $      3.91   $      3.47   $      2.72
                                            ===========   ===========   ===========
</TABLE>

                                   37
<PAGE>

Note 4.  Investments

Summary Cost and Fair Value Information:  Aggregate amortized cost, aggregate
fair value and gross unrealized gains and losses are as follows:

<TABLE>
<CAPTION>
                                                                  December 31, 1998
                                                    --------------------------------------------
                                                                  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               $   316     $    23     $     -     $   339
  obligations of U.S. Government agencies
 Federal agency issued mortgage backed securities      2,610         119          (1)      2,728
  (including collateralized mortgage obligations)
 Obligations of states and political subdivisions         18         -             -          18


 Corporate obligations                                 5,908         288         (45)      6,151
 Corporate private-labeled mortgage backed
  securities (including collateralized mortgage
  obligations)                                         1,633          79          (6)      1,706
 Redeemable preferred stocks                              15           1           -          16
                                                     -------     -------     -------     -------
 Subtotal, debt securities                            10,500         510         (52)     10,958
 Equity securities                                        94         855           -         949
                                                     -------     -------     -------     -------
 Securities available for sale                       $10,594      $1,365     $   (52)    $11,907
                                                     -------     -------     -------     -------
Held to maturity carried at amortized cost
 Obligations of state and political subdivisions     $     7     $    -      $     -     $     7
 Corporate obligations                                 3,538         159          (5)      3,692
                                                     -------     -------     -------     -------
 Debt securities held to maturity                    $ 3,545     $   159     $    (5)    $ 3,699
                                                     =======     =======     =======     =======
</TABLE>

<TABLE>
<CAPTION>
                                                                  December 31, 1997
                                                    --------------------------------------------
                                                                  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     $    18     $    -      $   402
 Federal agency issued mortgage backed securities
  (including collateralized mortgage obligations)      2,634         108         (1)       2,741
 Obligations of states and political subdivisions         27           1         (2)          26
 Corporate obligations                                 5,018         237        (14)       5,241
 Corporate private-labeled mortgage backed
 securities (including collateralized mortgage
  obligations)                                         1,663          59          -        1,722
 Redeemable preferred stocks                              22           1          -           23

                                                     -------     -------     ------      -------
 Subtotal, debt securities                             9,748         424        (17)      10,155
 Equity securities                                        89         804          -          893
                                                     -------     -------     ------      -------
 Securities available for sale                       $ 9,837     $ 1,228     $  (17)     $11,048
                                                     =======     =======     ======      =======

Held to maturity carried at amortized cost
 Obligations of state and political subdivisions     $    10     $    -      $    -      $    10
 Corporate obligations                                 3,780         107        (5)        3,882
                                                     -------     -------     ------      -------
 Debt securities held to maturity                     $3,790     $   107     $  (5)      $ 3,892
                                                     =======     =======     ======      =======
</TABLE>

                                   38
<PAGE>

Contractual Maturities:  Aggregate amortized cost and aggregate fair value of
debt securities as of December 31, 1998, according to contractual maturity
date, are as indicated below.  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                                    $   206   $   207   $   231   $   233
Due after one year through five years                        1,481     1,530       988     1,017
Due after five years through ten years                       1,910     1,999       602       636
Due after ten years through twenty years                       626       673       257       276
Due after twenty years                                         746       791        45        50
Amounts not due at a single maturity date                    5,516     5,742     1,422     1,487
                                                           -------   -------   -------   -------
                                                            10,485    10,942     3,545     3,699
Redeemable preferred stocks                                     15        16        -         -
                                                           -------   -------   -------   -------
                                                           $10,500   $10,958   $ 3,545   $ 3,699
                                                           =======   =======   =======   =======
</TABLE>

Investment Concentration, Risk, and Impairment:  Investments in debt and
equity securities include 1,518 issuers, with only one corporate issuer
representing more than one percent of the aggregate reported amounts of these
investments.  Included with equity securities is an investment in BankAmerica
Corporation of $500 as of December 31, 1998 and 1997.  Debt securities
considered less than investment grade approximated 4.5% and 5.4% of the total
debt securities portfolio as of December 31, 1998 and 1997.

The Company's mortgage loan portfolio is comprised primarily of conventional
real estate mortgages collateralized by retail (44%), apartment (15%),
industrial (13%), office (11%) and hotel (11%) 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 39% of stated mortgage loan balances as of
December 31, 1998 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, 1998
mortgage loans.

At December 31, 1998 and 1997, the recorded investment in mortgage loans that
are considered to be impaired was $65 and $75.  Delinquent loans outstanding
as of December 31, 1998 and 1997 totaled $3 and $7.  The related allowance for
credit losses increased from $27 at December 31, 1997 to $31 at December 31,
1998 through a $4 charge to realized gains in 1998.  The average recorded
investment in impaired loans was $70, $78 and $79 during the years ended
December 31, 1998, 1997 and 1996, on which interest income of $7, $8 and $8
was recognized.

Securities Lending:  The Company participates in a securities lending program.
The Company generally receives cash collateral in an amount that is in excess
of the market value of the securities loaned.  Market values of securities
loaned and collateral are monitored daily, and additional collateral is
obtained as necessary.  At December 31, 1998, the market value of securities
loaned and collateral received amounted to $239 and $250, respectively.  There
was no outstanding securities lending at December 31, 1997.

                                   39
<PAGE>

Changes in Net Unrealized Gains on Securities:  Changes in amounts affecting
net unrealized gains included in other comprehensive income, reduced by
deferred income taxes, are as follows:

<TABLE>
<CAPTION>
                                                             Net Unrealized Gains (Losses)
                                                           --------------------------------
                                                              Debt       Equity
                                                           Securities  Securities   Total
                                                           ----------  ----------  --------
     <S>                                                       <C>       <C>       <C>
     Net unrealized gains on securities available for sale     $124      $401      $525
      as of December 31, 1995
     Change during year ended December 31, 1996:
     Increase (decrease) in stated amount of securities        (184)      102       (82)
     Increase in value of business acquired and
      deferred policy acquisition costs                          58        -         58
     Increase in carrying value of Exchangeable
      Securities (Note 8)                                        -        (16)      (16)
     Decrease (increase) in deferred income tax
      liabilities                                                48       (32)       16
                                                               ----      ----      ----
     Increase (decrease) in net unrealized gains
      included in other comprehensive income                    (78)       54       (24)
                                                               ----      ----      ----
     Net unrealized gains on securities available
      for sale as of December 31, 1996                           46       455       501

     Change during year ended December 31, 1997:
      Increase in stated amount of securities                   341        94       435
      Decrease in value of business acquired and
       deferred policy acquisition costs                       (138)       -       (138)
     Increase in carrying value of Exchangeable
       Securities (Note 8)                                       -        (30)      (30)
     Increase in deferred income tax liabilities                (71)      (22)      (93)
                                                               ----      ----      ----
     Increase in net unrealized gains included in other
      comprehensive income                                      132        42       174
                                                               ----      ----      ----
     Net unrealized gains on securities available
      for sale as of December 31, 1997                          178       497       675

     Change during year ended December 31, 1998:
      Increase in stated amount of securities                    49        51       100
     Decrease in value of business acquired and
      deferred policy acquisition costs                         (22)       -        (22)
     Decrease in carrying value of Exchangeable
      Securities (Note 8)                                         -         2         2
     Increase in deferred income tax liabilities                 (8)      (19)      (27)
                                                               ----      ----      ----
     Increase in net unrealized gains included in other
      comprehensive income                                       19        34        53
                                                               ----      ----      ----
    Net unrealized gains on securities available for
      sale as of December 31, 1998                             $197      $531      $728
                                                               ====      ====      ====
</TABLE>

                                   40
<PAGE>

Net Investment Income:  The details of investment income, net of investment
expenses, follow:
<TABLE>
<CAPTION>
                                                       Year ended December 31
                                                    ----------------------------
                                                     1998       1997       1996
                                                    ------     ------     ------
     <S>                                            <C>        <C>        <C>
     Interest on fixed income securities            $1,020     $  935     $  747
     Investment income on equity securities             27         30         41
     Interest on mortgage loans                        153        130        109
     Interest on policy loans                           40         32         21
     Other investment income                            30         32         30
                                                    ------     ------     ------
     Gross investment income                         1,270     $1,159        948
     Investment expenses                               (68)       (56)       (55)
                                                    ------     ------     ------
     Net investment income                          $1,202     $1,103     $  893
                                                    ======     ======     ======
</TABLE>

Investment expenses include salaries, 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:

<TABLE>
<CAPTION
                                                       Year ended December 31
                                                      ------------------------
                                                      1998      1997      1996
                                                      ----      ----      ----
     <S>                                              <C>       <C>       <C>
     Common stocks                                    $ 61      $100      $ 39
     Real estate                                        24         9         2
     Debt securities                                    19         2        (1)
     Preferred stocks                                    -         2         4
     Other                                              (3)       (2)        3
     Amortization of deferred policy acquisition
      costs and value of business acquired              (8)        -         -
                                                      ----      ----      ----
     Realized investment gains                        $ 93      $111      $ 47
                                                      ====      ====      ====
</TABLE>

Information about gross realized gains and losses on available for sale
securities transactions follows:

<TABLE>
<CAPTION>
                                                       Year ended December 31
                                                      ------------------------
                                                      1998      1997      1996
                                                      ----      ----      ----
  <S>                                                 <C>       <C>       <C>
  Gross realized:
   Gains                                              $ 80      $122      $ 66
   Losses                                               (9)      (19)      (15)
   Amortization of deferred policy acquisition
     costs and value of business acquired               (4)       -          -
                                                      ----      ----      ----
  Net realized gains on available for sale securities $ 67      $103      $ 51
                                                      ====      ====      ====
</TABLE>

Other Information:  During 1998 and 1997, the Company sold certain securities
that had been classified as held to maturity, due to significant declines in
credit worthiness.  Total proceeds were $13 and $10 in 1998 and 1997,
respectively.

                                   41
<PAGE>

During 1996, JP Life transferred securities classified as available for sale
to the Company's defined benefit pension plans.  Equity securities with cost
of $5 and fair value of $27 were transferred during 1996, and gains of $22
were recognized.

Note 5.  Derivatives

Use of Derivatives:  The Company's investment policy permits limited use
of derivative financial instruments such as interest rate swaps in certain
circumstances.  The following summarizes open interest rate swaps:

<TABLE>
                                                 December 31
                                                -------------
                                                1998     1997
                                                ----     ----
<S>                                             <C>      <C>
Receive-fixed swaps held as
 hedges of direct investments:
     Notional amount                            $156     $170
     Average rate received                      7.21%    6.86%
     Average rate paid                          5.46%    5.91%

Receive-fixed swaps held to modify annuity
 crediting rates:
     Notional amount                            $ 30     $ 30
     Average rate received                      6.78%    6.78%
     Average rate paid                          5.31%    5.67%
</TABLE>

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 gains, 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, 1998 and 1997.

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 diversifying the counterparties used and by only using
counterparties with high credit 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.  Currently, non-performance
by a counterparty 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
and credited interest on annuities.  The Company routinely monitors
correlation between hedged items and hedging instruments.  In the event a
hedge relationship is terminated or loses correlation, any related hedging
instrument that remained would be marked to market through income.  If the

                                   42
<PAGE>

hedging instrument is terminated, any gain or loss is deferred and amortized
over the remaining life of the hedged asset or liability.

Note 6.  Deferred Policy Acquisition Costs and Value of Business Acquired

Deferred Policy Acquisition Costs:  Information about deferred policy
acquisition costs follows:

<TABLE>
<CAPTION>
                                                       Year ended December 31
                                                      ------------------------
                                                      1998      1997      1996
                                                      ----      ----      ----
<S>                                                   <C>       <C>       <C>
Beginning balance                                     $742      $669      $543

Deferral:
 Commissions                                           169       162       125
 Other                                                  56        56        36
                                                      ----      ----      ----
                                                       225       218       161
Amortization                                          (113)     (109)     (109)
                                                      ----      ----      ----
Net deferral reflected in expenses                     112       109        52
Addition for KCL assumption                             -          3        40
Adjustment related to unrealized losses (gains) on
 debt securities available for sale                     (4)      (39)       34
Adjustment related to realized losses (gains) on debt
 securities                                             (6)       -         -
                                                      ----      ----      ----
Ending balance                                        $844      $742      $669
                                                      ====      ====      ====
</TABLE>

Value of Business Acquired:  Information about value of business acquired
follows:

<TABLE>
<CAPTION>
                                                     1998      1997      1996
                                                     ----      ----      ----
<S>                                                  <C>       <C>       <C>
Beginning balance                                    $622      $265      $292
                                                     ----      ----      ----
Acquisitions                                           -        482        -
                                                     ----      ----      ----
Deferral of commissions and                            37        37         6
 accretion of interest
Amortization                                          (83)      (63)      (32)
                                                     ----      ----      ----
Net amortization reflected in expenses                (46)      (26)      (26)
                                                     ----      ----      ----
Adjustment related to unrealized losses (gains)       (18)      (99)       24
 on debt securities available for sale

Adjustment related to realized losses (gains)
 on debt securities                                    (2)       -         -

Adjustment related to purchase accounting              12        -        (25)
                                                     ----      ----      ----
Ending balance                                       $568      $622      $265
                                                     ====      ====      ====
</TABLE>

During 1998, the Company finalized its purchase accounting for the acquisition
of JP Financial, resulting in an adjustment to increase the value of business
acquired by $12.  In September 1996, the Company finalized its purchase
accounting for the acquisition of AH Life, and an adjustment of $25 was made
to reduce the value of business acquired.

                                   43
<PAGE>

Expected approximate amortization percentages relating to the value of
business acquired for the next five years are as follows:

<TABLE>
<CAPTION>
                                       Amortization
                     Year               Percentage
                     ----              ------------
                     <S>                   <C>
                     1999                  10.4%
                     2000                   9.0%
                     2001                   7.9%
                     2002                   7.1%
                     2003                   6.5%
</TABLE>

Note 7.  Policy Liabilities Information

Interest Rate Assumptions:  The liability for future policy benefits
associated with ordinary life insurance policies has been determined using
initial interest rate assumptions ranging from 2% to 9.9% and, when
applicable, uniform grading over 20 to 30 years to ultimate rates ranging from
2% 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 3.8% to
6.85% in 1998, 4.0% to 7.5% in 1997 and 4.2% to 6.75% in 1996.  The average
credited interest rates for universal life-type products were 5.84%, 6.02%,
and 6.03% for 1998, 1997 and 1996.  For annuity products, credited interest
rates generally ranged from 4.0% to 8.15% in 1998, 4.0% to 9.25% in 1997 and
4.4% to 8.65% in 1996.

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.

                                   44
<PAGE>

Accident and Health, and Disability Insurance Liabilities Activity:
Activity in the liabilities for accident and health, and disability benefits,
including reserves for future policy benefits and unpaid claims and claim
adjustment expenses, is summarized below:

<TABLE>
<CAPTION>
                                                  1998     1997     1996
                                                  ----     ----     ----
<S>                                               <C>      <C>      <C>
Balance as of January 1                           $385     $265     $261
Less reinsurance recoverables                       62       18       15
                                                  ----     ----     ----
Net balance as of January 1                        323      247      246
                                                  ----     ----     ----
Acquired in JP Financial acquisition                -        73       -
                                                  ----     ----     ----
Amount incurred:
 Current year                                      246      385      401
 Prior years                                       (54)     (47)     (63)
                                                  ----     ----     ----
                                                   192      338      338
Less amount paid:                                 ----     ----     ----
 Current year                                      130      230      246
 Prior years                                        98      105       91
                                                  ----     ----     ----
                                                   228      335      337
                                                  ----     ----     ----
Net balance as of December 31                      287      323      247
Plus reinsurance recoverables                       71       62       18
                                                  ----     ----     ----
Balance as of December 31                         $358     $385     $265
                                                  ====     ====     ====
Balance as of December 31 included with:
Future policy benefits                            $288     $261     $134
Policy and contract claims                          70      124      131
                                                  ----     ----     ----
                                                  $358     $385     $265
                                                  ====     ====     ====
</TABLE>

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 8.  Debt and Exchangeable Securities

Commercial Paper and Revolving Credit Borrowings:  The Company has entered
into a bank credit agreement for $375 of unsecured revolving credit extending
through May 2002, under which the Company has the option to borrow at various
interest rates.  Since the establishment of a commercial paper arrangement in
1996, the credit agreement has principally supported the issuance of
commercial paper.  As of December 31, 1998, outstanding commercial paper had
various maturities, with none in excess of 90 days.  The Company can issue
commercial paper with maturities of up to 270 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
$289 at December 31, 1998 was 5.61%.  The weighted-average interest rate for
$285 of commercial paper borrowings outstanding at December 31, 1997 was
6.02%.

Exchangeable Securities:  The Mandatorily Exchangeable Debt Securities (MEDS)
and Automatic Common Exchange Securities (ACES) are collectively referred to
as "Exchangeable Securities."

                                   45
<PAGE>

MEDS

In April and June 1997, the Company issued MEDS of $75 at 6.95% and $75 at
6.65%.  The MEDS are based on BankAmerica common stock.  Interest is payable
quarterly.  The MEDS mature January 10, 2002 and represent senior indebtedness
of the Corporation.

The MEDS had principal amounts of: 6.95% MEDS, $55.55 per security and 6.65%
MEDS, $66.625 per security.  Two weeks prior to, or at, maturity, the
principal amount of the MEDS will be mandatorily exchanged into either a
number of shares of the common stock of BankAmerica (stock) determined based
on an exchange rate reflecting the then trading price for the stock, or cash
in an amount of equal value, at the Company's option.  Subject to adjustments
to reflect dilution, the exchange rate is equal to (1) 0.8264 shares if the
stock price is at least: 6.95% MEDS, $67.22 and 6.65% MEDS, $80.62, (2) a
fractional share of the stock having a value equal to the principal amount if
the price is more than the principal amount but less than the amount stated
in (1), or (3) one share if the price is less than or equal to the principal
amount.

ACES

The Company has issued 1,815,000 unsecured 7.25% 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 BankAmerica 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
future dilution, the exchange rate is equal to (1) 1.66 shares if the stock
price is at least $43.50, (2)  fractional shares of the stock having a value
equal to $72.50 if the price is more than $36.25 but less than $43.50, or (3)
two shares if the price is not more than $36.25.

Carrying Value of Exchangeable Securities

The Exchangeable Securities are carried at fair value.  Changes in the
carrying value, net of deferred income taxes, are recorded in other
comprehensive income.  At December 31, 1998 and 1997, the combined carrying
value of the Exchangeable Securities was $325 and $327, based on the market
value of BankAmerica stock, which had a market value of $60.125 per share as
of year end 1998.

Interest:  Interest expense totaled $46 for 1998, $37 for 1997 and $39 for
1996.


Note 9.  Capital Securities and Mandatorily Redeemable Preferred Stock

In January and March 1997, respectively, the Company privately placed $200 of
8.14% Capital Securities, Series A and $100 of 8.285% Capital Securities,
Series B.  The Capital Securities mature in the year 2046, but are redeemable
prior to maturity at the option of the Company beginning January 15, 2007.
The Capital Securities are supported by subordinated indebtedness of the
Company.

Mandatorily redeemable non-voting floating rate preferred stock (with a par
value of $100 per share) of subsidiaries authorized, issued and outstanding
at December 31, 1998 and 1997 totaled 30,000 and 530,000 shares.  In April
1998, the holder of $50 preferred stock of AH Life redeemed the shares at par
plus accrued dividends.  The remaining $3 of mandatorily redeemable preferred
stock was issued in September 1996 related to the PPA recapture (Note 15),
and was repurchased and cancelled as of January 1, 1999.

                                   46
<PAGE>

Note 10.  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 February 9, 1998, the Board authorized a three-for-two
common stock split which was effected as a 50% stock dividend distributed on
April 13, 1998 to shareholders of record as of March 20, 1998.  The
split-adjusted value of fractional shares was paid in cash.  The par value of
additional shares issued, which totaled $44, was reclassified from retained
earnings to common stock.  All share and per share information gives
retroactive effect to the stock split.

Changes in the number of shares outstanding are as follows:

<TABLE>
<CAPTION>
                                                 Year Ended December 31
                                         -------------------------------------
                                            1998         1997          1996
                                         -----------  -----------  -----------
<S>                                      <C>          <C>          <C>
Shares outstanding, beginning            106,278,409  106,119,350  106,819,743
Shares issued under stock option plans       207,776      159,059       49,607
Shares reacquired                           (590,000)          -      (750,000)
                                         -----------  -----------  -----------
Shares outstanding, ending               105,896,185  106,278,409  106,119,350
                                         ===========  ===========  ===========
</TABLE>

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 $235.00 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 105 million shares of common stock
are reserved for the amended rights plan.  The rights expire on February 8,
2009 unless extended by the Board, and are redeemable by the Board at a price
of 0.44 cents per right at any time before they become exercisable.

Note 11.  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 to 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  6,109,001 shares are available for issuance pursuant to
outstanding or future awards under the Employees' Plan as of December 31,
1998.  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 immediately or over periods as 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.

                                   47
<PAGE>

Non-Employee Directors' Plan:  Under the Non-Employee Directors' Stock Option
Plan (Directors' Plan), 417,376 shares of the Company's common stock are
reserved for issuance pursuant to outstanding or future awards as of December
31, 1998.  Nonqualified stock options are 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 vesting or 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 follows:

<TABLE>
<CAPTIONS>
                                       1998                 1997               1996
                                -------------------  ------------------  ------------------
                                          Weighted-           Weighted-           Weighted-
                                           Average             Average             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                          3,675,552  $36.14   2,116,902   $27.60   1,359,515   $22.39

Granted                          828,225   53.54   1,746,456    45.38     814,312    35.79
Exercised                       (210,725)  27.75    (143,883)   20.65     (37,758)   36.07
Forfeited                       (254,354)  49.91     (43,923)   42.79     (19,167)   21.38
                               ---------  ------   ---------   -------  ---------   ------
Outstanding end of year        4,038,698  $39.28   3,675,552   $36.14   2,116,902   $27.60
                               =========  ======   =========   ======   =========   ======

Exercisable at end of year     1,801,138  $28.82   1,412,127   $26.53     956,465   $22.62
                               =========  ======   =========   ======   =========   ======
Weighted-average fair value
 of options granted during
 the year                      $   13.54           $   10.07            $    7.38
                               =========           =========            =========
</TABLE>

The following table summarizes certain stock option information at
December 31, 1998:

<TABLE>
<CAPTION>
                           Options Outstanding                    Options Exercisable
                  ------------------------------------------    --------------------------
                                Weighted-
                                 Average
                                Remaining       Weighted-                     Weighted-
  Range of        Number of    Contractual       Average        Number of      Average
Exercise Prices    Shares         Life        Exercise Price      Shares    Exercise Price
---------------   ---------    -----------    --------------    ---------   --------------
<S>               <C>              <C>            <C>           <C>            <C>
$17.45 - $24.89   1,021,500        6.2            $22.83        1,021,500      $22.83

$31.17 - $38.59   1,497,398        8.5             37.18          779,638       36.68

$48.50 - $58.44   1,519,800        9.5             52.40               -           -
                  ---------                       ------        ---------       ------
                  4,038,698        8.3            $39.28        1,801,138       $28.82
                  =========                       ======        =========       ======
</TABLE>

Pro-Forma Information:  SFAS 123, "Accounting for Stock-Based Compensation",
requires the presentation of pro-forma information regarding net income and
earnings per share as if the Company had 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

                                   48
<PAGE>

weighted-average assumptions for 1998, 1997 and 1996:  risk-free interest
rates of  5.8%, 6.2% and 5.9%; volatility factors of the expected market price
of the Company's common stock of 0.17; and a weighted-average expected life of
the options of  9.9 years for 1998, 7.7 years for 1997 and 10 years for 1996.
Dividends were assumed to increase by 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 pro-forma
information follows:

<TABLE>
<CAPTION>
                                                       Year Ended December 31
                                                     -------------------------
                                                      1998      1997     1996
                                                     -----     -----     -----
<S>                                                  <C>       <C>       <C>
Pro-forma net income available to common
 stockholders                                        $ 411     $ 366     $ 288
Pro-forma earnings per share available to
 common stockholders                                 $3.87     $3.45     $2.71
Pro-forma earnings per share available to
 common stockholders - assuming dilution             $3.84     $3.43     $2.69

</TABLE>

Because the options generally vest over three years and because SFAS 123 is
applicable only to options granted subsequent to December 31, 1994,
1998 is the first year in which the full pro-forma effect is reflected.

Note 12.  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.

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.

                                   49
<PAGE>

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:

<TABLE>
<CAPTION>
                                                      1998      1997      1996
                                                     ------    ------    ------
 <S>                                                 <C>       <C>       <C>
 Statutory Accounting Practices

    Net income for the year ended December 31        $  384    $  462    $  253
                                                     ======    ======    ======

    Statutory capital and surplus as of
     December 31                                     $1,584    $1,470    $1,218
                                                     ======    ======    ======

 Generally Accepted Accounting Principles

    Net income for the year ended December 31        $  388    $  349    $  261
                                                     ======    ======    ======

    Stockholder's equity as of December 31           $3,342    $3,106    $2,181
                                                     ======    ======    ======

</TABLE>

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 investments, insurance
risk, interest rate risk and general business risk.  As of December 31, 1998,
the life insurance subsidiaries' adjusted capital and surplus exceeded their
authorized control level RBC.

The NAIC Codification of Statutory Accounting Principles (Codification) has
been completed.  The purpose of Codification is to create uniformity in
statutory financial reporting across states.  Codification must be adopted by
individual states before it will have any bearing on the statutory reporting
requirements of companies domiciled in a particular state.  The NAIC is
encouraging the states to adopt Codification as soon as possible, with an
implementation date of January 1, 2001.  The Company does not expect
implementation to have a material impact on statutory surplus of its insurance
subsidiaries; however, implementation is expected to result in a net
reduction of statutory surplus and RBC throughout the insurance industry.

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.  Approximately $205 of dividends could be
paid by the life insurance subsidiaries in 1999 without regulatory approval.


Note 13.  Income Taxes

Income taxes reported are as follows:

<TABLE>
<CAPTION>
                                                Year ended December 31
                                               ------------------------
                                               1998      1997      1996
                                               ----      ----      ----
<S>                                            <C>       <C>       <C>
Current expense                                $195      $180      $132
Deferred expense                                 31        15        17
                                               ----      ----      ----
Total income tax expense                       $226      $195      $149
                                               ====      ====      ====
</TABLE>

A reconciliation of the federal income tax rate to the Company's effective
income tax rate follows:

<TABLE>
<CAPTION>
                                              Year Ended December 31
                                             ------------------------
                                             1998      1997      1996
                                             ----      ----      ----
<S>                                          <C>       <C>       <C>
Federal income tax rate                      35.0%     35.0%     35.0%
Reconciling items:
  Tax exempt interest and
  dividends received deduction               (1.5)     (1.3)     (4.1)

  Other increases (decreases), net            0.2      (0.7)      2.7
                                             ----      ----      ----
Effective income tax rate                    33.7%     33.0%     33.6%
                                             ====      ====      ====
</TABLE>

                                   50
<PAGE>

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

<TABLE>
<CAPTION>
                                                         December 31
                                                        --------------
                                                        1998      1997
                                                        ----      ----
<S>                                                     <C>       <C>
Deferred tax assets:
    Difference in policy liabilities                    $453      $457
    Obligation for postretirement                          5         7
     benefits
    Deferred compensation                                 21        19
    Other deferred tax assets                             61        35
                                                        ----      ----
    Gross deferred tax assets                            540       518

Deferred tax liabilities:
    Net unrealized gains on securities                   385       355
    Deferral of policy acquisition costs and value
     of business acquired                                356       331
    Deferred gain recognition for income                  17        17
     tax purposes
    Differences in investment bases                       19        12
    Depreciation differences                               8         4
    Other deferred tax liabilities                        56        21
                                                        ----      ----
Gross deferred tax liabilities                           841       740
                                                        ----      ----
Net deferred income tax liability                       $301      $222
                                                        ====      ====

</TABLE>

Federal income tax returns for all years through 1994 are closed.  Tax years
1995 and 1996 are currently under examination by the Internal Revenue Service,
and no assessments have been proposed to date.   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 $105 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 current administration has proposed to tax, as part of its
1999 budget initiative, the "Policyholders' Surplus" over a ten year period.
No related deferred tax liability has been recognized for the potential tax
which would approximate $37 under the current proposal.

                                   51
<PAGE>

Note 14.  Retirement Benefit Plans

Pension Plans

The Company and its subsidiaries have defined benefit pension plans which 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.  Information regarding pensions plans is as follows:

<TABLE>
<CAPTION>
                                              Year Ended December 31
                                              -----------------------
                                                   1998    1997
                                                   ----    ----
<S>                                                <C>     <C>
Change in benefit obligation:
Benefit obligation at beginning of year            $224    $201

Service cost                                         10       8
Interest cost                                        14      14
Actuarial gains                                       7      14
Benefits paid                                       (14)    (13)
                                                   ----    ----
Benefit obligation at end of year                   241     224
                                                   ----    ----

Change in plan assets:
Fair value of assets at beginning of year           302     260
Actual return on plan assets                         57      53
Transfer in                                           2       2
Benefits paid                                       (14)    (13)
                                                   ----    ----
Fair value of assets at end of year                 347     302
                                                   ----    ----

Funded status of the plans                          106      78
Unrecognized net gain                              (103)    (71)
Unrecognized transition net asset                   (12)    (14)
Unrecognized prior service cost                       8       9
                                                   ----    ----
Prepaid (accrued) benefit cost                     $ (1)   $  2
                                                   ====    ====
</TABLE>

<TABLE>
<CAPTION>
                                                   Year Ended December 31
                                                   ----------------------
                                                    1998    1997    1996
                                                    ----    ----    ----
<S>                                                 <C>     <C>     <C>
Weighted-average assumptions as of December 31:
  Discount rate                                     6.5%    7.0%    7.0%
  Expected return on plan assets                    8.0%    8.0%    8.0%
  Rate of compensation increase                     4.5%    5.0%    5.0%

Components of net periodic benefit cost:

  Service cost, benefits earned during the year     $ 10    $  8    $  6
  Interest cost on projected benefit obligation       14      14      13
  Expected return on plan assets                     (19)    (17)    (17)
  Net amortization and deferral                       (1)     (1)     (1)
                                                    ----    ----    ----
Benefit cost                                        $  4    $  4    $  1
                                                    ====    ====    ====
</TABLE>

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.  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 period.  The
non-pension postretirement expense was $1 in 1998, 1997 and 1996.

                                   52
<PAGE>

Defined Contribution Plans

The Company sponsors 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 were invested
under a group variable annuity contract issued by JP Life.  Expenses were
$3, $4 and $3 during 1998, 1997 and 1996.


Note 15.  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
$0.3 to $1.5 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.  The Company 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.

In 1995, the Company acquired AH Life and FAHL from Household International,
Inc. (Household).  AH Life and FAHL reinsured 100% of the PPA, COLI and
Affiliated credit insurance business written prior to their acquisition in
1995 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 these
affiliates transferring approximately $463 of assets and $489 of reserves to
the Company.  The Company also established a $29 deferred tax asset on this
recapture, and issued $3 of mandatorily redeemable preferred stock of one of
the Company's life insurance subsidiaries to Household.  The amount due from
reinsurers in the consolidated balance sheets includes $1,072 and $1,250 due
from the Household affiliates at December 31, 1998 and 1997.

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.

As of December 31, 1998 and 1997, JP Financial had a reinsurance recoverable
of $95 and $97 from a single reinsurer, pursuant to a 50% coinsurance
agreement.  JP Financial and the reinsurer are joint and equal owners in $191
and $195 of securities and short-term investments as of December 31, 1998 and
1997, 50% of which is included in investments in the accompanying consolidated
balance sheets.

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 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, 1998.

                                   53
<PAGE>

The effects of reinsurance on total premiums and other considerations and
total benefits are as follows:

<TABLE>
<CAPTION>
                                                  Year ended December 31
                                                --------------------------
                                                 1998      1997      1996
                                                ------    ------    ------
<S>                                             <C>       <C>       <C>
Premiums and other considerations, before
 effect of reinsurance ceded                    $1,217    $1,233    $1,121
Less premiums and other considerations ceded       168        98       127
                                                ------    ------    ------
Net premiums and other considerations           $1,049    $1,135    $  994
                                                ======    ======    ======
Benefits, before reinsurance recoveries         $1,654    $1,648    $1,498
Less reinsurance recoveries                        347       249       287
                                                ------    ------    ------
Net benefits                                    $1,307    $1,399    $1,211
                                                ======    ======    ======
</TABLE>

Note 16.  Segment Information

The Company has four reportable segments which are defined based on the nature
of the products and services offered: Life Insurance Products, Annuity and
Investment Products (AIP), Communications, and Corporate and Other.  The Life
Insurance Products segment offers a wide array of life and health insurance
through captive agents (career and home service agency forces), independent
agents (recruited through independent marketing organizations and a regional
marketing network) and financial institutions, as well as offering group
insurance products for employers and their employees primarily in the South
and Southeast.  AIP offers fixed and variable annuities and investment
products through proprietary and independent agents, financial institutions,
investment professionals and broker-dealers.  The Communications segment
consists principally of radio and television broadcasting and sports program
production.  The Corporate and Other segment includes activities of the parent
company and passive investment affiliates, surplus of the life insurance
subsidiaries not otherwise allocated to reportable segments including earnings
thereon, and all of the Company's realized gains and losses.  Surplus is
allocated to the Life Insurance Products and AIP reportable segments based on
risk-based capital formulae which give consideration to asset/liability and
general business risks, as well as the Company's strategies for managing those
risks.  Various distribution channels and/or product classes related to the
Company's life insurance, annuity and investment products have been aggregated
in the Life Insurance and AIP reporting segments.

The segments are managed separately because of the different products,
distribution channels and marketing strategies each employs.  The Company
evaluates performance based on several factors, of which the primary financial
measure is operating income or loss, which excludes realized gains and losses.
The accounting policies of the business segments are the same as those
described in the summary of significant accounting policies (Note 2).
Substantially all the Company's revenue is derived from sales within the
United States, and foreign assets are not material.  The following table
summarizes financial information regarding the Company's reportable segments:
<TABLE>
<CAPTION>
                                                        December 31
                                                     -----------------
                                                      1998      1997
                                                     -------   -------
   <S>                                               <C>       <C>
   Assets
     Life Insurance Products                         $12,579   $11,684
     AIP                                               6,495     6,525
     Communications                                      222       218
     Corporate & other                                 5,042     4,704
                                                     -------   -------
          Total assets                               $24,338   $23,131
                                                     =======   =======
</TABLE>

                                   54
<PAGE>

<TABLE>
<CAPTION>
                                                   Year Ended December 31
                                                 --------------------------
                                                  1998      1997      1996
                                                 ------    ------    ------
   <S>                                           <C>       <C>       <C>
   Revenues
     Life Insurance Products                     $1,737    $1,698    $1,370
     AIP                                            506       499       442
     Communications                                 195       190       189
     Corporate & other                               79        80        77
                                                 ------    ------    ------
                                                  2,517     2,467     2,078
     Realized investment gains, before tax           93       111        47
                                                 ------   -------    ------
          Total revenues                         $2,610    $2,578    $2,125
                                                 ======    ======    ======

   Total reportable segment results and
    reconciliation to net income available to
    common stockholders
     Life Insurance Products                     $  245    $  194    $  150
     AIP                                             71        63        55
     Communications                                  32        28        28
     Corporate & other                               12        12        27
                                                 ------    ------    ------
          Total reportable segment results          360       297       260
     Realized investment gains, net of tax           58        73        31
                                                 ------    ------    ------
          Net income available to common
            stockholders                         $  418    $  370    $  291
                                                 ======    ======    ======
   Net investment income
     Life Insurance Products                     $  719    $  618    $  460
     AIP                                            425       429       371
     Communications                                  (5)       (5)       -
     Corporate & other                               63        61        62
                                                 ------    ------    ------
          Total net investment income            $1,202    $1,103    $  893
                                                 ======    ======    ======

   Amortization of deferred policy acquisition
   costs and value of business acquired
     Life Insurance Products                     $  168    $  147    $  123
     AIP                                             28        25        18
                                                 ------    ------    ------
     Amortization reflected in total reportable
       segment results                              196       172       141
     Amortization on realized investment gains        8        -         -
                                                 ------    ------    ------
          Amortization of deferred policy
           acquisition costs and value of
           business acquired                     $  204    $  172    $  141
                                                 ======    ======    ======

   Income tax expense
     Life Insurance Products                     $  130    $  102    $   77
     AIP                                             38        34        29
     Communications                                  22        17        17
     Corporate & other                                1         4        10
                                                 ------    ------    ------
     Total operating income tax expense             191       157       133
     Income tax expense on realized
      investment gains                               35        38        16
                                                 ------    ------    ------
          Total income tax expense               $  226    $  195    $  149
                                                 ======    ======    ======
</TABLE>

The  Company allocates depreciation expense to Life Insurance  and  AIP;
however, the related fixed assets are not allocated to these  operating
segments.

                                   55
<PAGE>

Note 17.  Other Comprehensive Income

Comprehensive income and its components are displayed in the statements of
stockholders' equity.  Currently, the only element of other comprehensive
income applicable to the Company is changes in unrealized gains and losses on
securities classified as available for sale, which are displayed in the
following table, along with related tax effects.  See Note 4 for further
detail of changes in the Company's unrealized gains on securities available
for sale.

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                        --------------------------
                                                         1998      1997      1996
                                                        ------    ------    ------
<S>                                                      <C>        <C>      <C>
Unrealized holding gains arising during period,
 before taxes                                            $147       $370     $ 11

Income taxes                                              (51)      (129)      (4)
                                                         ----       ----     ----
Unrealized holding gains arising during period,
 net of taxes                                              96        241        7
                                                         ----       ----     ----
Less: reclassification adjustment
 Gains realized in net income                              67        103       51
 Income taxes                                             (24)       (36)     (20)
                                                         ----       ----     ----
Reclassification adjustment for gains realized
 in net income                                             43         67       31
                                                         ----       ----     ----
Other comprehensive income (loss) - net
 unrealized gains                                        $ 53       $174     $(24)
                                                         ====       ====     ====
</TABLE>

Note 18.  Disclosures About Fair Value of Financial Instruments

The carrying values and fair values of financial instruments as of December 31
are summarized as follows:

<TABLE>
<CAPTION>

                                                   1998              1997
                                            ---------------    --------------
                                            Carrying  Fair     Carrying  Fair
                                              Value   Value     Value    Value
                                            -------  -------   -------  -------
<S>                                         <C>      <C>       <C>      <C>
Financial Assets
 Debt securities available for sale         $10,947  $10,947   $10,150  $10,150
 Interest rate swaps available for sale          11       11         5        5
 Debt securities held to maturity             3,545    3,697     3,790    3,891
 Interest rate swaps help to maturity             -        2         -        1
 Equity securities available for sale           949      949       893      893
 Mortgage loans                               1,969    2,124     1,716    1,783
 Policy loans                                 1,439    1,525     1,422    1,465

Financial Liabilities
 Annuity contract liabilities in              4,959    4,785     5,141    4,939
  accumulation phase
 Commercial paper and revolving credit
  borrowings                                    289      289       285      285
 Exchangeable Securities and other debt         327      338       331      341
 Securities sold under repurchase agreements    292      292        95       95
 Capital Securities                             300      333       300      319
 Mandatorily redeemable preferred stock           3        3        53       53

</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 4.

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.

                                   56
<PAGE>

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.  Similarly,
the fair value of the liability for securities sold under repurchase
agreements approximates its carrying amount, which includes accrued interest.
With respect to the Exchangeable Securities, the fair value of the ACES is
based on its nationally quoted market price.  The fair value of the MEDS,
which are not publicly traded, is estimated based on the value holders would
have received had the MEDS been redeemable as of year end (which was derived
based on the market price of BankAmerica stock as of year end).

The fair value of the Capital Securities was determined based on market
quotes for the securities.

The fair value of the Company's mandatorily redeemable preferred stock
approximates its stated amount because its dividend rate is adjustable.


Note 19.  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
sheet, approximates $148 as of December 31, 1998.

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.

JPCC has commitments for purchases of syndicated television programming and
future sports programming rights  of approximately $121 as of December 31,
1998.  These commitments are not reflected as an asset or liability in the
accompanying 1998 consolidated balance sheet because these programs are not
currently available for use.

JP Life is a defendant in a proposed class action suit, and AH Life is a
defendant in a separate proposed class action suit.  Each suit alleges
deceptive practices, fraudulent and negligent misrepresentation and breach of
contract in the sale of certain life insurance policies using policy
illustrations which plaintiffs claim were misleading.  Unspecified compensatory
and punitive damages, costs and equitable relief are sought in each case.
While management is unable to make a meaningful estimate of the amount or
range of loss that could result from an unfavorable outcome in either or both
cases, management believes that it has made appropriate disclosures to
policyholders as a matter of practice, and intends to vigorously defend its
position.

                                   57
<PAGE>

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

------------------------------------------------------------------------------

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

	None.

                                  Part III

Item 10.  Directors and Executive Officers of the Registrant

        Information under the heading "Proposal I - Election of Directors"
in the Registrant's definitive Proxy Statement for the Annual Meeting to be
held on May 3, 1999 (Proxy Statement) is incorporated herein by reference.
Executive Officers are described in Part I above. Information under the
heading "Stock Ownership" in 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

        Information under the heading "Executive Compensation" in the Proxy
Statement is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

        Information under the heading "Stock Ownership" in the Proxy Statement
is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

        Information under the heading "Is the Compensation Committee
Independent?" in the Proxy Statement is incorporated herein by reference.


                              PART IV

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

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

        (b)  No Form 8-K was filed in the fourth quarter 1998.  A Form 8-K was
 filed as of February 8, 1999 to report amendments to the Company's shareholder
 rights plan, including an increase in the rights exercise price and an
 extension of the plan.

        (c)  Exhibits are submitted as a separate section of this report.
(See E-1.)

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

                                   58
<PAGE>

Undertakings

        For the purposes of complying with the amendments to the rules
governing Form S-8 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.

                                  SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       JEFFERSON-PILOT CORPORATION
                                       (Registrant)

                 BY (SIGNATURE)        /s/   David A. Stonecipher
                (NAME AND TITLE)       David A. Stonecipher
                                       Chairman, President and Director
                                       (Also signing as Principal
                                       Executive Officer)
                 DATE                  November 23, 1999


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

BY (SIGNATURE)        /s/   Dennis R. Glass
NAME AND TITLE)       Dennis R. Glass
                      Executive Vice President and Treasurer
                      (Principal Financial Officer)
DATE                   November 23, 1999


BY (SIGNATURE)        /s/   Reggie D. Adamson
(NAME AND TITLE)      Reggie D. Adamson
                      Senior Vice President, Finance
                      (Principal Accounting Officer)
DATE                   November 23, 1999


BY (SIGNATURE)        /s/   Edwin B. Borden*
(NAME AND TITLE)      Edwin B. Borden, Director
DATE                  November 23, 1999

                                   59
<PAGE>

BY (SIGNATURE)        /s/   William H. Cunningham*
(NAME AND TITLE)      William H. Cunningham, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   Robert G. Greer*
(NAME AND TITLE)      Robert G. Greer, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   George W. Henderson, III*
(NAME AND TITLE)      George W. Henderson, III
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   E. S. Melvin*
(NAME AND TITLE)      E. S. Melvin, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   Kenneth C. Mlekush*
(NAME AND TITLE)      Kenneth C. Mlekush, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   William P. Payne*
(NAME AND TITLE)      William P. Payne, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   Patrick S. Pittard*
(NAME AND TITLE)      Patrick S. Pittard, Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   Donald S. Russell, Jr.*
(NAME AND TITLE)      Donald S. Russell, Jr., Director
DATE                  November 23, 1999


BY (SIGNATURE)        /s/   Robert H. Spilman*
(NAME AND TITLE)      Robert H. Spilman, Director
DATE                  November 23, 1999


*BY /s/   Robert A. Reed
    Robert A. Reed, Attorney-in-Fact
    November 23, 1999

                                   59
<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 are included in Item 8.

      Consolidated Balance Sheets - December 31, 1998 and 1997

      Consolidated Statements of Income - Years Ended December 31, 1998,
        1997 and 1996

      Consolidated Statements of Stockholders' Equity - Years Ended
        December 31, 1998, 1997 and 1996

      Consolidated Statements of Cash Flows - Years Ended
        December 31, 1998, 1997 and 1996

      Notes to Consolidated Financial Statements - December 31, 1998

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

                                                                    - Pages -

Schedule I  - Summary of Investments - Other Than Investments
   in Related Parties                                                   F-2

Schedule II - Financial Statements of Jefferson-Pilot Corporation:
  Condensed Balance Sheets as of December 31, 1998 and 1997             F-3

  Condensed Statements of Income for the Years Ended
    December 31, 1998, 1997 and 1996                                    F-4

  Condensed Statements of Cash Flows for the Years
    Ended December 31, 1998, 1997 and 1996                              F-5

  Note to Condensed Financial Statements                                F-6

Schedule III - Supplementary Insurance Information                      F-7

Schedule IV  - Reinsurance                                              F-8

Schedule V   - Valuation and Qualifying Accounts                        F-9

List and Index of Exhibits                                        E-1 - E-2

        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-1
<PAGE>

<TABLE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule I - Summary of Investments - Other than Investments in Related Parties
December 31, 1998
In millions

<CAPTION>

         Column A                          Column B    Column C      Column D
-------------------------------            --------    --------    -------------
                                                                      Amount
                                                                     at Which
                                                                   Shown in the
                                                                   Consolidated
Type of Investment                         Cost (a)    Value       Balance Sheet
-------------------------------            --------    --------    -------------
<S>                                        <C>         <C>         <C>
Debt securities:
 Bonds and other debt instruments:
  United States Treasury obligations
  and direct obligations of U. S.
   Government agencies                     $   316     $   339     $   339
    Federal agency issued collateralized
      mortgage obligations                   2,610       2,728       2,728
    Obligations of states, municipalities
      and political subdivisions (b)            25          25          25
    Obligations of public utilities (b)      1,443       1,531       1,497
    Corporate obligations (b)                8,003       8,312       8,192
    Corporate private-labeled
      collateralized mortgage obligations    1,633       1,706       1,706
  Redeemable preferred stocks                   15          16          16
                                           -------     -------     -------
         Total debt securities              14,045      14,657      14,503
                                           -------     =======     -------
Equity securities:
  Common stocks:
    Public utilities                            42         200         200
    Banks, trust and insurance companies        15         587         587
    Industrial and all other                    19         144         144
  Nonredeemable preferred stocks                18          18          18
                                           -------     -------     -------
         Total equity securities                94         949         949
                                           -------     =======     -------
Mortgage loans on real estate (c)            2,000                   1,969
Real estate acquired by foreclosure (c)          1                       1
Other real estate held for investment           85                      85
Policy loans                                 1,439                   1,439
Other long-term investments                     32                      32
                                           -------                 -------
         Total investments                 $17,696                 $18,978
                                           =======                 =======

</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-2
<PAGE>


<TABLE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Balance Sheets of Jefferson-Pilot Corporation
December 31, 1998 and 1997
In millions (except share information)

<CAPTION>

                                               1998        1997
                                              ------      ------
<S>                                           <C>         <C>
            ASSETS
Cash and investments:
  Cash and cash equivalents                   $   -       $    2
  Investment in subsidiaries                   4,019       3,753
  Other investments                                4           3
                                              ------       -----
        Total cash and investments             4,023       3,758
  Deferred income tax assets                      15          17
  Other assets                                    14          20
                                              ------       -----
                                              $4,052      $3,795
                                              ======      ======
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Notes payable, short-term                   $  289      $  285
  Exchangeable Securities                        325         327
  Notes payable, subsidiaries                    343         414
  Payables and accruals                            8           5
  Dividends payable                               31          28
  Income taxes payable                             4           4
                                              ------      ------
   Total liabilities                           1,000       1,063
                                              ------      ------
Commitments & contingent liabilities

Stockholders' equity :
  Common stock, par value $1.25 per share,
    authorized 1998 and 1997: - 350,000,000;
    issued: 1998 - 105,896,185 shares;
    1997 - 106,278,409 shares                    133          93
  Retained earnings, including equity in
    undistributed net income of subsidiaries
    1998 - $1,729, 1997 - $1,489               2,191       1,964
  Accumulated other comprehensive income -
    net unrealized gains on securities           728         675
                                              ------      ------
        Total stockholders' equity             3,052       2,732
                                              ------      ------
                                              $4,052      $3,795
                                              ======      ======
See Note to Condensed Financial Statements.
</TABLE>

                                  F-3
<PAGE>

<TABLE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Income of Jefferson-Pilot Corporation
Years Ended December 31, 1998, 1997 and 1996
In millions

<CAPTION>
                                                1998     1997     1996
                                               -----    -----    -----
<S>                                            <C>      <C>      <C>
Income:
  Dividends from subsidiaries:
    Jefferson-Pilot Life Insurance Company     $ 120    $ 337    $ 120
    Alexander Hamilton Life Insurance Company     70       -        -
    Jefferson-Pilot Communications Company        25       29       23
    Other subsidiaries                            20       25       13
                                               -----    -----    -----
                                                 235      391      156

  Other investment income, including interest
    from subsidiaries, net                         1        4        3
  Realized investment gains                       -        14        2
                                               -----    -----    -----
            Total income                         236      409      161

Financing costs                                   67       55       24
Other expenses                                    20       20       20
                                               -----    -----    -----
            Income before income taxes and
            equity in undistributed net
            income of subsidiaries               149      334      117
Income taxes (benefits)                          (29)     (20)     (15)
                                               -----    -----    -----
            Income before equity in
            undistributed net income of
            subsidiaries                         178      354      132
                                               -----    -----    -----
Equity in undistributed net income of
  subsidiaries:
    Jefferson-Pilot Life Insurance Company        89     (129)      80
    Alexander Hamilton Life Insurance Company     29       88       60
    Jefferson-Pilot Communications Company         7       (1)       5
    Jefferson Pilot Financial Insurance Company   80       54       -
    Other subsidiaries, net                       35        4       14
                                               -----    -----    -----
                                                 240       16      159
                                               -----    -----    -----

Net income available to common stockholders    $ 418    $ 370    $ 291
                                               =====    =====    =====
See Note to Condensed Financial Statements.

</TABLE>

                                  F-4
<PAGE>

<TABLE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Cash Flows of Jefferson-Pilot Corporation
Years Ended December 31, 1998, 1997 and 1996
In millions
<CAPTION>
                                                1998     1997     1996
                                               -----    -----    -----
<S>                                            <C>      <C>      <C>
Cash Flows from Operating Activities:
  Net income                                   $ 418    $ 370  $   291
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Equity in undistributed net income
      of subsidiaries                           (240)     (16)    (159)
    Realized investment gains                     -       (14)      (2)
    Change in accrued items and other
      adjustments, net                             8       12      (13)
                                                ----     ----     ----
         Net cash provided by operating
         activities                              186      352      117
                                                ----     ----     ----
Cash Flows from Investing Activities:
  Purchases of investments                        -       (22)      (4)
  Proceeds from sales of investments              -        57        6
  Acquisition of Jefferson Pilot Financial
   Insurance Company                              -      (786)      -
  Other returns from (investments in)
   subsidiaries                                   27      (42)       7
  Other, net                                      -        (2)      -
                                                ----     ----    -----
         Net cash provided by (used in)
         investing activities                     27     (795)       9
                                                ----     ----    -----
Cash Flows from Financing Activities:
  Cash dividends                                (122)    (113)     (99)
  Common stock transactions, net                 (26)       4      (25)
  Proceeds from external borrowings            5,155    2,815       -
  Repayments of external borrowings           (5,151)  (2,603)      (8)
  Borrowings from subsidiaries, net              (71)     333       12
                                               -----    -----    -----
         Net cash (used in) provided
         by financing activities                (215)     436     (120)
                                               -----    -----    -----
         Net increase (decrease) in
         cash and cash equivalents                (2)      (7)       6
Cash and cash equivalents:
  Beginning                                        2        9        3
                                               -----    -----    -----
  Ending                                       $  -     $   2    $   9
                                               =====    =====    =====

See Note to Condensed Financial Statements.
</TABLE>
                                  F-5
<PAGE>


Jefferson-Pilot Corporation and Subsidiaries
Schedule II- Note 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 equal to the Company's
equity in the subsidiaries' net assets. Therefore the accompanying
financial statements are not those of the primary reporting entity.
The consolidated financial statements of the Company and its
subsidiaries are included in the Form 10-K for the year ended
December 31, 1998.


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 2, 8 and 19,
respectively, to the consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries which are included in the Form 10-K
for the year ended December 31, 1998.


                                  F-6
<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule III - Supplementary Insurance Information For the Years Indicated
In millions

<CAPTION>
   Column A               Column B         Column C          Column D         Column E           Column F
 ----------------        ---------        ----------         -----------      ----------        ------------
                          Deferred
                           Policy
                        Acquisition      Future Policy        Deferred
                         Costs and        Benefits and       Revenue and     Other Policy
                         Value of        Policyholder         Premiums        Claims and          Premiums
                          Business          Contract         Collected         Benefits          and Other
   Segment                Acquired          Deposits         in Advance       Payable (a)      Considerations
 ----------------        ---------        ----------         -----------      ----------        ------------
<S>                      <C>                <C>                  <C>            <C>                <C>
As of or Year Ended
   December 31, 1998
Life insurance products  $1,234             $10,390              $56            $532               $1,017
AIP                         178               6,668                -              21                   17
Corporate and other           -                   -                -               -                   15
                         ------             -------              ---            ----               ------
   Total                 $1,412             $17,058              $56            $553               $1,049
                         ======             =======              ===            ====               ======

As of or Year Ended
   December 31, 1997
Life insurance products  $1,192             $10,003              $47            $586               $1,081
AIP                         172               6,838                -              23                   35
Corporate and other           -                   -                -               -                   19
                         ------             -------              ---            ----               ------
   Total                 $1,364             $16,841              $47            $609               $1,135
                         ======             =======              ===            ====               ======

As of or Year Ended
   December 31, 1996
Life insurance products  $  777             $ 6,603              $40            $473               $  910
AIP                         157               6,479                -              24                   66
Corporate and other           -                   -                -               -                   18
                         ------             -------              ---            ----               ------
   Total                 $  934             $13,082              $40            $497               $  994
                         ======             =======              ===            ====               ======

</TABLE>

<TABLE>
<CAPTION>

   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 (b)
 ----------------         ---------          ---------        -----------     ------------
<S>                        <C>                <C>                <C>            <C>
As of or Year Ended
  December 31, 1998
Life insurance products    $  719             $  993             $151           $ 217
AIP                           425                299               28              69
Communications                 (5)                 -                -             141
Corporate and other            63                 15                -              27
                           ------             ------             ----            ----
   Total                   $1,202             $1,307             $179            $454
                           ======             ======             ====            ====

As of or Year Ended
  December 31, 1997
Life insurance products    $  618             $1,057             $126           $ 219
AIP                           429                326               25              50
Communications                 (5)                 -                -             146
Corporate and other            61                 16                -              22
                           ------             ------             ----            ----
   Total                   $1,103             $1,399             $151            $437
                           ======             ======             ====            ====

As of or Year Ended
  December 31, 1996
Life insurance             $  460             $  883             $102           $ 159
AIP                           371                317               19              22
Communications                  -                  -                -             144
Corporate and other            62                 11                -              25
                           ------             ------             ----            ----
   Total                   $  893             $1,211             $121            $350
                           ======             ======             ====            ====

</TABLE>

a.  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 and other policy liabilities.

b.  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 $68 in 1998, $56
    in 1997,and $55 in 1996.


                                  F-7
<PAGE>

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

<CAPTION>
        Column A              Column B     Column C     Column D    Column E     Column F
---------------------------  ------------  ---------    ---------   ----------   ----------
                                                                                 Percentage
                                           Ceded to     Assumed                  of Amount
                                           Other        From Other               Assumed to
                             Gross Amount  Companies    Companies   Net Amount   Net <F2>
                             ------------  ---------    ---------   ----------   ----------
<S>                           <C>          <C>          <C>         <C>           <C>
Year Ended December 31, 1998:
  Life insurance in force
    at end of year            $ 172,351    $  48,592    $    29     $ 123,788     0.0%

Premiums:  <F1>               $   1,207    $     168    $    10     $   1,049     1.0%


Year Ended December 31, 1997:
  Life insurance in force
    at end of year            $ 175,267    $  42,214    $   186     $ 133,239     0.1%

Premiums:  <F1>               $   1,223    $      98    $    10     $   1,135     1.0%


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

Premiums:  <F1>               $   1,119    $     127    $     2     $     994     0.2%

<FN>
<F1> Included with life insurance premiums are premiums on ordinary life
     insurance products and policy charges on interest-sensitive products.

<F2> Percentage of amount assumed to net is computed by dividing the
     amount in Column D by the amount in Column E.
</FN>

</TABLE>

                                    F-8
<PAGE>


<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule V - Valuation and Qualifying Accounts December 31, 1998
In millions
<CAPTION>
   Column A             Column B         Column C           Column D     Column E
 ------------------     ---------   ---------    --------   ----------   ---------
                                         Additions
                                    ---------------------
                                    Charged to
                        Balance at   Realized    Charged                 Balance at
                        Beginning   Investment   to Other                   End
  Description           of Period     Gains      Accounts   Deductions   of Period
 ------------------     ---------   ---------    --------   ----------   ---------
<S>                     <C>         <C>          <C>        <C>          <C>
1998:
  Valuation allowance
    for mortgage loans
    on real estate      $  27       $   4        $  -       $   -        $   31
                        =========   =========    ========   ==========   =========
1997:
  Valuation allowance
    for mortgage loans
    on real estate      $  27       $   -        $  -       $   -        $   27
                        =========   =========    ========   ==========   =========
1996:
  Valuation allowance
    for mortgage loans
    on real estate      $  27       $   -        $  -       $   -        $   27
                        =========   =========    ========   ==========   =========

</TABLE>

                                     F-9


                          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 is
                 incorporated by reference to Form 10-Q for the
                 third quarter 1994.                                    -

            (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, is incorporated by reference to
                 Form 8-K for October 6, 1995 (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 Commission upon request.                        -

           (iii) Stock Purchase Agreement dated as of February 23,
                 1997 between Jefferson-Pilot Corporation and The
                 Chubb Corporation (confidential treatment was
                 granted with respect to certain portions thereof),
                 is incorporated by reference to Form 10-K/A for 1996.
                 Exhibits and Schedules to the Stock Purchase
                 Agreement were omitted and were furnished
                 supplementally to the Commission.                      -

    (3)      (i) Articles of Incorporation and amendments that have
                 been approved by shareholders are incorporated by
                 reference to Form 10-Q for the first quarter 1996.     -

            (ii) By-laws as amended February 9, 1998 are
                 incorporated by reference to Form 10-K for 1997.       -

    (4)      (i) Amended and Restated Rights Agreement dated
                 November 7, 1994 between Jefferson-Pilot Corporation
                 and First Union National Bank, as Rights Agent, was
                 included in Form 8-K for November 7, 1994, and
                 Amendment to Rights Agreement dated February 8, 1999
                 was included in Form 8-K for February 8, 1999; both
                 are incorporated by reference.                         -

            (ii) Amended and Restated Credit Agreement dated as of
                 May 7, 1997 among the Registrant and the banks
                 named therein, and NationsBank, N.A., as Agent,
                 is not being filed because the total amount of
                 borrowings available thereunder does not exceed
                 10% of total consolidated assets.  The Registrant
                 agrees to furnish a copy of the Credit Agreement
                 to the Commission upon request.                        -


   (10)  The following contracts and plans:

            (i)  Employment contract between the Registrant and
                 David A. Stonecipher, an executive officer,
                 effective September 15, 1997 is incorporated by
                 reference to Form 10-Q for the third quarter 1997.     -

           (ii)  Employment contract between the Registrant and
                 John D. Hopkins, an executive officer, effective
                 April 19, 1996 is incorporated by reference to
                 Form 10-Q for the first quarter 1996.                  -

          (iii)  Employment contract between the Registrant and
                 Dennis R. Glass, an executive officer, effective
                 October 18, 1996 is incorporated by reference to
                 Form 10-K for 1996.                                    -

           (iv)  Employment contract between the Registrant and
                 E.  J. Yelton, an executive officer, effective
                 October 18, 1996 is incorporated by reference to
                 Form 10-K for 1996.                                    -

                                     E-1
<PAGE>

            (v)  Employment contract between the Registrant and
                 Theresa M. Stone, an executive officer, effective
                 July 1, 1997 is incorporated by reference to
                 Form 10-Q for the second quarter 1997.                 -

           (vi)  Long Term Stock Incentive Plan, as amended, is
                 incorporated by reference to Form 10-K for 1998.      E-

          (vii)  Non-Employee Directors' Stock Option Plan,
                 as amended, is incorporated by reference to Form
                 10-K for 1998.                                        E-

         (viii)  Jefferson-Pilot Life Insurance Company
                 Supplemental Benefit Plan and Executive Special
                 Supplemental Benefit Plan is incorporated by
                 reference to Form 10-K for 1994.                       -

           (ix)  Management Incentive Compensation Plan for
                 Jefferson-Pilot Corporation and its insurance
                 subsidiaries is incorporated by reference to
                 Form 10-K for 1997.                                    -

            (x)  Deferred Fee Plan for Non-Employee Directors,
                 as amended, is incorporated by reference to Form
                 10-K for 1998.                                        E-

           (xi)  Executive Change in Control Severance Plan is
                 incorporated by reference to Form 10-K for 1998.      E-

    (21)  Subsidiaries of the Registrant                               E-

    (23)  Consent of Independent Auditors                              E-

    (24)  Power of Attorney Form is incorporated by reference to
          Form 10-K for 1998.                                          E-

    (27)  Financial Data Schedule is incorporated by reference to
          Form 10-K for 1998                                           E-


                                     E-2
<PAGE>