JEFFERSON-PILOT SEPARATE ACCOUNT A

                    SUPPLEMENT DATED DECEMBER 31, 1996
                      TO PROSPECTUS DATED MAY 1, 1996

Please read this Supplement carefully and retain it for future reference.


The reference to "JP Family of Funds (JPFF)" in the Table of Contents under
the heading "INVESTMENT FUND PROSPECTUSES" is hereby deleted.

In the third paragraph on page 1,  the first clause of the fourth sentence is
hereby deleted and replaced with the following:  "The Funds are currently
Oppenheimer Variable Account Funds, managed by OppenheimerFunds, Inc.; ".

The words "JP CAPITAL APPRECIATION FUND, INC.; JP INVESTMENT GRADE BOND FUND,
INC." in the second full paragraph on page two are hereby deleted and replaced
with the following:  "OPPENHEIMER VARIABLE ACCOUNTS FUNDS;".

The following changes are made under the heading "DEFINITIONS":

     In definition 18, FUNDS, the abbreviation "JP" is hereby deleted and
     replaced with the word "Oppenheimer".

     Definition 23, JP FUNDS, is hereby deleted, and definitions numbered 24
     through 27, inclusive, are hereby renumbered as definitions 23 through
     26, inclusive.

     The following definitions numbered 27 and 28 are hereby added, and
     definitions previously numbered 28 through 38, inclusive, are hereby
     renumbered as definitions 29 through 39, inclusive:

          "27. OPPENHEIMER FUNDS - mutual fund series of the Oppenheimer
          Variable Account Funds which are available under the Contracts --
          Oppenheimer Growth Fund and Oppenheimer Bond Fund.

          28.  OPPENHEIMER VARIABLE ACCOUNT FUNDS - a diversified open-end
          investment company registered under the 1940 Act."

In the table located under the subheading "Annual Portfolio Company Expenses",
the information concerning JP Capital Appreciation Fund, Inc. and JP
Investment Grade Bond Fund, Inc. is hereby deleted and replaced with the
following information:

                         Management      Other Expenses      Total Portfolio
                           Fees                               Company Annual
                                                                 Expenses*


Oppenheimer Growth Fund     0.75%             0.04%                0.79%

Oppenheimer Bond Fund       0.75%             0.05%                0.80%



Under the subheading of each "EXAMPLE" (numbers 1-4 inclusive) the information
concerning JP Capital Appreciation Fund, Inc. and JP Investment Grade Bond
Fund, Inc. is hereby deleted and replaced with the following information:

EXAMPLE 1

                           1 year      3 years     5 years     10 years


Oppenheimer Growth Fund    $85         $129        $180        $325

Oppenheimer Bond Fund      $85         $129        $181        $326


EXAMPLE 2

                           1 year      3 years     5 years     10 years

Oppenheimer Growth Fund    $107        $147        $193        $355

Oppenheimer Bond Fund      $108        $147        $193        $356


EXAMPLE 3

                           1 year      3 years     5 years     10 years

Oppenheimer Growth Fund    $23         $75         $134        $325

Oppenheimer Bond Fund      $23         $75         $135        $326


EXAMPLE 4

                           1 year     3 years      5 years     10 years

Oppenheimer Growth Fund    $25        $82          $148        $355

Oppenheimer Bond Fund      $26        $83          $148        $356


Under the heading "SUB-ACCOUNTS OF THE SEPARATE ACCOUNT AND AVAILABLE FUNDS",
the abbreviation "JP" in the second paragraph is hereby deleted and replaced
with the word "Oppenheimer", and the third paragraph under such heading is
hereby deleted and replaced with the following three paragraphs:

    "The Oppenheimer Variable Account Funds was organized in 1984 as a
    Massachusetts business trust.  The Oppenheimer Variable Account Funds is
    an open-end, diversified management investment company consisting of nine
    separate funds, including the Oppenheimer Growth Fund and the Oppenheimer
    Bond Fund, both organized in 1984.

    The Oppenheimer Variable Account Funds is governed by a Board of Trustees,
    which is responsible for protecting the interests of shareholders under
    Massachusetts law.  The Trustees meet periodically throughout the year to
    oversee the funds' activities, review performance, and review the actions
    of the manager of the funds, OppenheimerFunds, Inc.

    OppenheimerFunds, Inc., which has operated as an investment adviser since
    1959, manages the funds, is responsible for selecting the funds'
    investments, and handles its day-to-day business.  OppenheimerFunds, Inc.
    carries out its duties, subject to the policies established by the Board
    of Trustees, under investment advisory agreements for each fund which
    state the manager's responsibilities. OppenheimerFunds, Inc. (including a
    subsidiary) currently manages investment companies, including other
    Oppenheimer funds, with assets of more than $55 billion. OppenheimerFunds,
    Inc. is owned by Oppenheimer Acquisition Corp., a holding company that is
    owned in part by senior officers of OppenheimerFunds, Inc. and controlled
    by Massachusetts Mutual Life Insurance Company."

The second and third paragraphs under the heading "INVESTMENT OBJECTIVES OF
THE FUNDS" are hereby deleted and replaced with the following two paragraphs:

    "Oppenheimer Growth Fund (Oppenheimer Growth Sub-Account). Oppenheimer
     Growth Fund seeks to achieve capital appreciation by investing in
     securities of well-known and established companies.  Such securities
     generally have a history of earnings and dividends and are issued by
     seasoned companies (having an operating history of at least five years,
     including predecessors). Current income is a secondary consideration in
     the selection of its portfolio securities.

     Oppenheimer Bond Fund (Oppenheimer Bond Sub-Account). Oppenheimer Bond
     Fund's  primary objective is to seek a high level of current income by
     primarily investing in a diversified portfolio of high yield fixed-income
     securities. Oppenheimer Bond Fund seeks capital growth when consistent
     with its primary objective.  As a matter of fundamental policy, under
     sound market conditions, Oppenheimer Bond Fund will invest at least 65%
     of its total assets in bonds.  The fund will invest only in securities
     rated "Baa" or better by Moody's or "BBB" or better by Standard & Poor's.
     However, the fund is not obligated to dispose of securities if the rating
     is reduced, and therefore may from time to time hold securities rated
     lower then "Baa" by Moody's or "BBB" by Standard & Poor's."