UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                 FORM 10-K/A
                               Amendment No. 1

          Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

For the Fiscal Year Ended                              Commission File Number
    December 31, 1996                                         1-5955         

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

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

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

Registrant's Telephone Number, Including Area Code         910-691-3691         

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject
to the filing requirements for at least the past 90 days.     Yes    X  No      
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant:  approximately $4 billion  at March 1, 1997.

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

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

DOCUMENTS INCORPORATED BY REFERENCE
    Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held May 5, 1997 are incorporated by reference into Part III and pages 21 
through 62 of the annual Shareholders report for the year ended December 31, 
1996 are incorporated by reference into Part II.                               


<PAGE>


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

     (c)   This Form 10-K/A (Amendment No. 1) is being filed solely to
           update Exhibit 2(iii) because the Registrant no longer seeks
           confidential treatment for certain provisions previously
           redacted in such Exhibit. Confidential treatment has been
           granted by the Securities and Exchange Commission for the
           redacted portions of Exhibit 2(iii) hereto.

Exhibit 2(iii).

           Stock Purchase Agreement dated as of February 23, 1997
           between Jefferson-Pilot Corporation and The Chubb Corporation
           (incorporated by reference to Exhibit c(2) to Form 8-K
           (earliest event reported May 13, 1997) filed on May 28, 1997).
           Confidential treatment with respect to certain portions
           thereof has been granted by the Securities and Exchange
           Commission. Exhibits and Schedules set forth in the Agreement
           have been omitted and have been provided supplementally to
           the Securities and Exchange Commission.


                                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/ Robert A. Reed          
                            (NAME AND TITLE)  Robert A. Reed
                                              Vice President
                             DATE             November 7, 1997