FORM 10-Q/A
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549


                                 Amendment No. 1


                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



For Quarter Ended June 30, 1999              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)



                               (336) 691-3691
             (Registrant's telephone number, including area code)



Indicate 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 and (2) has been subject to such filing requirements
for the past 90 days.    Yes    X       No
                             ------        ------

Number of shares of common stock outstanding at June 30, 1999  105,410,832

<PAGE>


                        JEFFERSON-PILOT CORPORATION


                                  INDEX

Note:  this amended 10-Q/A, Amendment No. 1, is being filed at the request of
reviewers at the SEC in connection with a proposed S-4 filing to clarify
wording and presentation from the original Form 10-Q previously filed August
13, 1999.


                                                                  - Page No. -
[S]
Part I.    Financial Information
             Consolidated Unaudited Condensed Balance Sheets
             - June 30, 1999 and December 31, 1998                       3


             Consolidated Unaudited Condensed Statements of Income
             - Three Months and Six Months ended June 30, 1999 and 1998  4


             Consolidated Unaudited Condensed Statements of Cash Flows
             - Six Months ended June 30, 1999 and 1998                   5


             Notes to Consolidated Unaudited Condensed Financial
             Statements                                                  6


             Management's Discussion and Analysis of
             Financial Condition and Results of Operations              10


Part II.   Other Information                                            29


Signatures                                                              29

                                       -2-
<PAGE>

                          PART I.  FINANCIAL INFORMATION

<TABLE>
                            JEFFERSON-PILOT CORPORATION
                  CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
                                   (In Millions)

<CAPTION>
                                                        June 30    December 31
                                                         1999          1998
                                                       --------    -----------
<S>                                                     <C>           <C>
Debt securities available for sale, at fair value
   (amortized cost $11,000 and $10,500)                 $10,979       $10,958
Debt securities held to maturity, at amortized cost
   (fair value $3,275 and $3,699)                         3,282         3,545
Equity securities available for sale, at fair value
   (cost $93 and $94)                                       982           949
Mortgage loans on real estate                             2,198         1,969
Other investments                                           982         1,557
Cash and cash equivalents                                    26            21
                                                        -------       -------
     Total cash and investments                          18,449        18,999

Accrued investment income                                   247           241
Due from reinsurers                                       1,615         1,342
Deferred policy acquisition costs and value
   of business acquired                                   1,620         1,412
Cost in excess of net assets acquired                       226           229
Assets held in separate accounts                          1,930         1,754
Other assets                                                368           361
                                                         ------        ------
     Total assets                                       $24,455       $24,338
                                                         ======        ======

Policy liabilities                                      $17,596       $17,667
Debt:
   Commercial paper and revolving credit borrowings         327           289
   Exchangeable Securities and other debt                   381           327
Securities sold under repurchase agreements                 295           292
Liabilities related to separate accounts                  1,930         1,754
Tax liabilities                                             296           344
Accounts payable, accruals and other liabilities            346           310
                                                         ------        ------
                                                         21,171        20,983
                                                         ------        ------
Guaranteed preferred beneficial interest in
   subordinated debentures ("Capital Securities")           300           300
                                                         ------        ------
Mandatorily redeemable preferred stock                       -              3
                                                         ------        ------
Stockholders' Equity:
Common stock                                                135           133
Retained earnings                                         2,336         2,191
Accumulated other comprehensive income -
   net unrealized gains on securities                       513           728
                                                         ------        ------
                                                          2,984         3,052
                                                         ------        ------
     Total liabilities and stockholders' equity         $24,455       $24,338
                                                         ======        ======

See Notes to Consolidated Unaudited Condensed Financial Statements
</TABLE>
                                       -3-
<PAGE>

<TABLE>
                               JEFFERSON-PILOT CORPORATION
                  CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF INCOME
                       (In Millions Except Per Share Information)
<CAPTION>
                                           Three Months Ended   Six Months Ended
                                                 June 30             June 30
                                            1999       1998       1999     1998
                                           ------     ------     ------   ------
<S>                                        <C>        <C>        <C>      <C>
Revenue:
Premiums and other considerations          $  229     $  265     $  470   $  555
Net investment income                         315        301        631      602
Realized investment gains                      27         18         71       61
Communications sales                           46         48         97       95
Other                                          22         18         40       34
                                            -----      -----      -----    -----
   Total revenue                              639        650      1,309    1,347
                                            -----      -----      -----    -----
Benefits and Expenses:
Insurance and annuity benefits                303        331        609      686
Insurance commissions, net of deferrals        26         24         47       44
General and administrative expenses, net
  of deferrals                                 44         53        100      118
Amortization of deferred acquistion costs
  and value of business acquired               52         51        102      102
Communications operations                      27         29         60       60
                                            -----      -----      -----    -----
   Total benefits and expenses                452        488        918    1,010
                                            -----      -----      -----    -----
Income before income taxes                    187        162        391      337
Provision for income taxes                     63         54        134      111
                                            -----      -----      -----    -----
Net income                                    124        108        257      226
Dividends on Capital Securities
   and preferred stock                          6          6         12       13
                                            -----      -----      -----    -----
Net income available to common
   stockholders                            $  118     $  102     $  245   $  213
                                            =====      =====      =====    =====
Comprehensive income                       $   28     $  145     $   42   $  299
                                            =====      =====      =====    =====

Average number of shares outstanding        105.8      106.3      105.9    106.3
                                            =====      =====      =====    =====
Net Income Per Share of Common Stock:

Net income available to common
   stockholders before realized investment
   gains, net of income taxes              $ 0.94     $ 0.85     $ 1.87   $ 1.64
Realized investment gains, net of income
   taxes                                     0.17       0.10       0.44     0.37
                                            -----      -----      -----    -----
Net income available to common
   stockholders                            $ 1.11     $ 0.95     $ 2.31   $ 2.01
                                            =====      =====      =====    =====
Net income available to common
   stockholders - assuming dilution        $ 1.10     $ 0.94     $ 2.29   $ 1.99
                                            =====      =====      =====    =====
Dividends declared per common share        $0.330     $0.295     $0.660   $0.590
                                            =====      =====      =====    =====

See Notes to Consolidated Unaudited Condensed Financial Statements
                                       -4-
<PAGE>

</TABLE>
<TABLE>
                           JEFFERSON-PILOT CORPORATION
                         CONSOLIDATED UNAUDITED CONDENSED
                            STATEMENTS OF CASH FLOWS
                                  (In Millions)

<CAPTION>
                                                    Six Months Ended
                                                         June 30
                                                    1999         1998
                                                   ------       ------
<S>                                                 <C>          <C>
Net cash provided by operations                     $ 285        $ 179
                                                     ----         ----
Cash Flows from Investing Activities:
Investments purchased, net                           (401)        (259)
Other investing activities                            (30)          (3)
                                                     ----         ----
Net cash used in investing activities                (431)        (262)
                                                     ----         ----
Cash Flows from Financing Activities:
Policyholder contract deposits, net                   874          813
Policyholder contract withdrawals, net               (654)        (764)
Net short-term borrowings                              40          201
Repurchase of common shares, net                      (31)         (14)
Cash dividends paid                                   (79)         (74)
Redemption of preferred stock                          (3)         (50)
Other financing activities                              4           -
                                                     ----         ----
Net cash provided by financing activities             151          112
                                                     ----         ----
Increase in cash and cash equivalents                   5           29
Cash and cash equivalents at beginning of period       21            9
                                                     ----         ----
Cash and cash equivalents at end of period          $  26        $  38
                                                     ====         ====
Supplemental Cash Flow Information:
Income taxes paid                                   $  64        $  90
                                                     ====         ====
Interest paid                                       $  22        $  19
                                                     ====         ====
</TABLE>

See Notes to Consolidated Unaudited Condensed Financial Statements

                                       -5-
<PAGE>

                         JEFFERSON-PILOT CORPORATION

          NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                         (Dollar amounts in millions)

1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included.  All significant intercompany accounts and transactions
have been eliminated in consolidation.  Operating results for the six
month period ended June 30, 1999 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999.
Certain prior year amounts have been reclassified to conform with the
current year presentation.


2.  Segment Reporting

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 Corporate and Other segment includes activities of the
parent company and passive investment affiliates, capital of the life
insurance subsidiaries not otherwise allocated to other reportable
segments including earnings thereon, financing expenses on Corporate
debt and debt securities including Capital Securities and mandatorily
redeemable preferred stock, federal and state income taxes not otherwise
allocated to business segments, 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 following table summarizes certain financial information regarding
the Company's reportable segments:

<TABLE>
<CAPTION>
                                               June 30    December 31
                                                 1999         1998
                                               -------       ------
<S>                                            <C>          <C>
Assets
 Life Insurance Products                       $13,223      $12,579
 AIP                                             6,547        6,495
 Communications                                    209          222
 Corporate & other                               4,476        5,042
                                                ------       ------
    Total assets                               $24,455      $24,338
                                                ======       ======
</TABLE>

                                       -6-
<PAGE>

<TABLE>
<CAPTION>
                                            Three Months Ended  Six Months Ended
                                                  June 30            June 30
                                             1999       1998      1999     1998
                                           -------     -------   ------   ------
<S>                                        <C>         <C>       <C>      <C>
Revenues
Life Insurance Products                    $   411     $   434  $   829  $   895
AIP                                            130         129      254      257
Communications                                  44          46       95       93
Corporate & other                               27          23       60       41
                                            ------      ------   ------   ------
                                               612         632    1,238    1,286
Realized investment gains, before tax           27          18       71       61
                                            ------      ------   ------   ------
     Total revenues                        $   639     $   650  $ 1,309  $ 1,347
                                            ======      ======   ======   ======

Operating income and reconciliation to net
 income available to common stockholders
Life Insurance Products                    $    68     $    61  $   133  $   118
AIP                                             18          17       35       35
Communications                                   8           8       16       15
Corporate & other                                5           5       14        7
                                            ------      ------   ------   ------
     Total operating income                     99          91      198      175
Realized investment gains, net of tax           19          11       47       38
                                            ------      ------   ------   ------
     Net income available to common
      stockholders                         $   118     $   102  $   245  $   213
                                            ======      ======   ======   ======
</TABLE>
                                       -7-
<PAGE>

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>
                                Three Months Ended          Six Months Ended
                                      June 30                    June 30
                                1999           1998         1999         1998
                               ------         ------       ------       ------
<S>                           <C>          <C>          <C>          <C>
Numerator:
 Net Income                        $  124       $  108       $  257       $  226
 Dividends on Capital
  Securities and preferred
  stock                                 6            6           12           13
                                    -----        -----        -----        -----
 Numerator for earnings per
  share and earnings per share
  - assuming dilution - Net
  income available to common
  stockholders                     $  118       $  102       $  245       $  213
                                    =====        =====        =====        =====
Denominator:
 Denominator for earnings per
 share - weighted-average
 shares outstanding           105,786,357  106,263,637  105,855,239  106,292,370
Effect of dilutive
 securities:
  Employee stock options        1,055,933      902,440    1,117,425      855,654
                              -----------  -----------  -----------  -----------
 Denominator for earnings per
  share - assuming dilution -
  adjusted weighted-average
  shares outstanding          106,842,290  107,166,077  106,972,664  107,148,024
                              ===========  ===========  ===========  ===========
Earnings per share                 $ 1.11       $ 0.95       $ 2.31       $ 2.01
                                    =====        =====        =====        =====
Earnings per share -
 assuming dilution                 $ 1.10       $ 0.94       $ 2.29       $ 1.99
                                    =====        =====        =====        =====
</TABLE>

4.  Contingent Liabilities

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.

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

                                       -8-
<PAGE>

Company's financial position or liquidity, although it could have a
a material adverse effect on the results of operations for a specified period.


5.  Accounting Pronouncements

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and for Hedging Activities".  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.

In June 1999, the FASB issued SFAS 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133."  SFAS 137 defers the effective date of SFAS 133
to be effective for all fiscal quarters for all fiscal years beginning
after June 15, 2000.


                                       -9-
<PAGE>

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


The following is management's discussion and analysis of financial
condition as of June 30, 1999, changes in financial condition for the
six months then ended, and results of operations for the three month and
six month periods ended June 30, 1999 as compared to the same periods of
1998.  This discussion supplements Management's Discussion and Analysis
in Form 10-K for the year ended December 31, 1998, and it should be read
in conjunction with the interim financial statements and notes contained
herein.  All dollar amounts are in millions except per share amounts.


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
and its subsidiary, Jefferson Pilot LifeAmerica Insurance Company
(JPLA), collectively referred to as JP Financial.

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 and entertainment
program production.

Corporate and Other contains the activities of the parent company and
passive investment affiliates, capital 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, federal and state income taxes not otherwise allocated
to business segments, and all of the Company's realized gains and
losses.

For the first half of 1999, JP's revenues excluding realized gains were
derived 67% from Life Insurance Products, 20% from AIP, 8% from
Communications and 5% from Corporate and Other.


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 investment 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 business 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.

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

                                       -10-
<PAGE>


<TABLE>
<CAPTION>
                                          Three Months Ended    Six Months Ended
                                               June 30               June 30
                                           1999        1998      1999      1998
                                          ------      ------    ------    ------
<S>                                       <C>         <C>       <C>       <C>
Consolidated Summary of Income

Total reportable segment results (1)      $ 98.9      $ 90.5    $197.6    $174.4
Realized investment gains, net              18.9        11.0      47.4      38.9
                                           -----       -----     -----     -----
Net income available to
   common stockholders                    $117.8      $101.5    $245.0    $213.3
                                           =====       =====     =====     =====
Consolidated Earnings Per Share

Total reportable segment results (1)      $ 0.94      $ 0.85    $ 1.87    $ 1.64
Realized investment gains, net              0.17        0.10      0.44      0.37
                                           -----       -----     -----     -----
Net income available to
   common stockholders                    $ 1.11      $ 0.95    $ 2.31    $ 2.01
                                           =====       =====     =====     =====
Net income available to
common stockholders - assuming dilution   $ 1.10      $ 0.94    $ 2.29    $ 1.99
                                           =====       =====     =====     =====

(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 16.1% from the second
quarter of 1998 and 14.9% from the first six months of 1998 due to increases
in profitability in the Company's core business.  Total reportable segment
results increased 9.3% over the second quarter of 1998 due to increased
profitability in the Life Insurance Products, Annuity and Investment Products,
and Communication segments.  For the first six months, total reportable segment
results increased 13.3% over the first half of 1998 due to increased
profitability in the Life Insurance Products, Communications and Corporate and
Other segments.  Net realized gains increased 71.8% over the second quarter of
1998 and increased 21.9% over the first six months of 1998, reflecting some
opportunistic sales of Available for Sale debt securities in the second
quarter of 1999.  Earnings per share increased 16.8% from the second quarter
of 1998 and 14.9% from the first six months in 1998.  Earnings per share
assuming dilution increased 17.0% from the second quarter of 1998 and
increased 15.1% from the first six months of 1998.  Total reportable segment
results per share increased 10.6% over the second quarter of 1998 and
increased 14.0% over the first six months of 1998.


Results 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.

                                       -11-
<PAGE>

A more detailed discussion of operating results by segment follows.

<TABLE>
<CAPTION>
                                       Three Months Ended       Six Months Ended
                                             June 30                 June 30
                                         1999       1998         1999      1998
                                        ------     ------       ------    ------
<S>                                     <C>        <C>          <C>       <C>
Life Insurance Products                 $ 67.8     $ 61.2       $132.9    $118.0
Annuity and Investment Products           17.3       17.2         34.6      34.8
Communications                             7.9        7.3         15.9      14.6
Corporate and Other                        5.9        4.8         14.2       7.0
                                         -----      -----        -----     -----
Total reportable segment results (1)      98.9       90.5        197.6     174.4
Realized investment gains, net            18.9       11.0         47.4      38.9
                                         -----      -----        -----     -----
Net income available to
  common stockholders                   $117.8     $101.5       $245.0    $213.3
                                         =====      =====        =====     =====

(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>

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, Group 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.
In 1998, JP announced its intention to cease offering Group medical policies
beginning April 1, 1999.  These medical policies are being underwritten by a
national managed care company as policy renewal dates arise during 1999, on an
"as-rated" basis, as the Company exits this activity.  This will result in
invested capital assigned to these medical policies being reinvested in other
life insurance products or other reportable segments during 1999 and 2000.  A
full line of other group insurance products including life and disability is
still offered to employers, primarily in the Southeastern U.S.


Operating results were:


<TABLE>
<CAPTION>
                                          Three Months Ended    Six Months Ended
                                                June 30              June 30
                                           1999        1998      1999      1998
                                          ------      ------    ------    ------
<S>                                       <C>         <C>       <C>       <C>
Premiums, considerations,
 and other income                         $221.3      $256.8    $451.0    $537.9
Net investment income                      190.1       177.7     378.1     357.5
                                           -----       -----     -----     -----
Total revenues                             411.4       434.5     829.1     895.4

Policy benefits                            224.3       251.0     453.2     525.0
Expenses                                    83.6        91.0     173.1     190.6
                                           -----       -----     -----     -----
Total benefits and expenses                307.9       342.0     626.3     715.6
                                           -----       -----     -----     -----
Reportable segment results before
 income taxes                              103.5        92.5     202.8     179.8
Provision for income taxes                  35.7        31.3      69.9      61.8
                                           -----       -----     -----     -----
Reportable segment results (1)            $ 67.8      $ 61.2    $132.9    $118.0
                                           =====       =====     =====     =====

(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>

                                       -12-
<PAGE>

Life Insurance reportable segment results increased 10.8% over the second
quarter of 1998 and increased 12.6% over the first half of 1998.  Operating
results for Individual life insurance products increased 11.3% over the
second quarter of 1998 and increased 12.0% over the first half of 1998,
while Group insurance products improved 6.3% over the second quarter of
1998 and 19.2% over the first six months of 1998 due to aggressive rate
increases and expense management. The following table summarizes
reportable segment results income for each category:

<TABLE>
<CAPTION>
                                          Three Months Ended    Six Months Ended
                                                June 30              June 30
                                           1999        1998      1999      1998
                                          ------      ------    ------    ------
<S>                                       <C>         <C>       <C>       <C>

Individual                                $ 61.1      $ 54.9    $120.5    $107.6
Group                                        6.7         6.3      12.4      10.4
                                           -----       -----     -----     -----
Total Life Insurance Products             $ 67.8      $ 61.2    $132.9    $118.0
                                           =====       =====     =====     =====

</TABLE>

The following table summarizes key information for Life Insurance Products:
<TABLE>
<CAPTION>
                                          Three Months Ended    Six Months Ended
                                                June 30              June 30
                                           1999      1998        1999      1998
                                          ------    ------      ------    ------
<S>                                    <C>        <C>        <C>        <C>
Annualized Individual life
 insurance sales                          $ 49.1    $ 43.3      $ 89.6    $ 81.9
Annualized Group insurance sales             3.8       1.2         8.8       8.7

Individual traditional insurance
 premium income                             47.0      50.7        97.2     104.0
Individual commissionable premium
 receipts                                  324.8     267.7       645.2     591.1
Group premium income and equivalents        57.7     119.2       121.1     261.7

Average UL policyholder fund balances    7,527.9   6,950.8     7,641.5   6,946.2
Average VUL separate account assets        954.1     724.7       909.6     688.3

Average face amount insurance in
 force - UL-type policies              100,857.1  97,411.5   100,564.1  96,701.0

Average assets - Individual products    12,694.7  11,609.6    12,521.1  11,491.7
Average assets - Group products            390.5     491.9       403.0     501.5

</TABLE>

Life Insurance revenues (excluding realized gains) declined 5.3% from
the second quarter of 1998 and declined 7.4% from the first six months
of 1998 primarily because of declines in Group medical premiums from the
decision to non-renew group medical policies in 1999.  Revenues include
traditional insurance premiums, policy charges and investment income.
Individual revenues increased 4.9% over

                                       -13-
<PAGE>

the second quarter of 1998 to $364.4 and increased 3.1% over the first
six months of 1998 to $731.8 due to growth in average policyholder funds
and separate accounts which increased 10.5% over the second quarter of
1998 and 12.0% over the first half of 1998.  Individual commissionable
premium receipts (which exclude premium deposits in excess of target or
commissionable premiums) increased 21.3% over the second quarter of 1998
and 9.2% over the first half of 1998 as the second quarter of 1999
included the commissionable portion of certain single premium receipts
related to several significant bank owned life insurance policies.
Group revenues declined 46.0% from the second quarter of 1998 and
declined 47.6% from the first six months of 1998 due to the Company's
decision not to renew the block of Group medical policies previously
mentioned and because the medical rate increases implemented resulted in
non-renewals by many customers.

Life insurance traditional insurance premium income declined 32.7% from
the second quarter of 1998 and 33.9% from the first half of 1998
primarily due to the decline in premiums of the previously mentioned Group
medical products.  Individual traditional premium income declined 7.3% from
the second quarter of 1998 and 6.5% from the first six months of 1998 as
recent sales have been more concentrated among UL-type products.  Group
traditional premium income declined 49.6% from the second quarter of 1998 and
51.4% from the first half of 1998.  These declines were again attributable to
the decision not to renew Group medical policies in 1999.  Including
equivalent premiums on self-insured health policies, group premiums were down
51.6% from the second quarter of 1998 and 53.7% from the first half of 1998.
Policy charges on UL-type products improved 4.6% from the second quarter of
1998 and 1.8% from the first half of 1998.

Investment income on invested assets assigned to the Life Insurance
segment increased 7.0% over the second quarter of 1998 and 5.8% over the
first half of 1998 following the growth in segment assets.  Total
portfolio yields improved as a result of higher credit spreads on new
investment opportunities.  The portfolio yield on Individual traditional
assets declined 4 basis points from the first six months of 1998.  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, assuming
the same level of invested assets) on UL-type products increased to
1.95%, 21 basis points over the first half of 1998.  In addition to
being impacted by portfolio yields and crediting rates, investment
spreads may vary over time due to competitive strategies and changes in
product design.

Policy benefits declined 10.6% from the second quarter of 1998 and 13.7%
from the first six months of 1998 primarily due to Group medical.  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 (annualized) improved to 6.8% of average policyholder funds and
separate accounts for the first half of 1999 compared to 7.6% in the first
half of 1998.  The improvement is due to lower credited rates on policyholder
accounts, lower benefit provisions on policy riders and an increase in VUL
separate account assets as a percentage of these policy liabilities.
Traditional policy benefits were 89.0% of premiums in the second quarter
of 1999 compared to 83.3% in the second quarter of 1998 .  Traditional
policy benefits were 92.1% of premiums in the first half of 1999
compared to 88.0% during the same period of 1998.  The deterioration is
primarily attributable to refinements made in the segregation of
traditional versus UL-type policy benefits.  The Group health incurred
loss ratio improved to 54.6% in the second quarter of 1999 versus 71.1%
in the second quarter of 1998 and improved to 59.2% for the first half
of 1999 versus 74.7% in the first half of 1998 due to the aggressive
rate increases and the decision to exit Group medical.

Total expenses (including the net deferral and amortization of policy
acquisition costs) decreased 8.1% from the second quarter of 1998 and
9.2% from the first six months of 1998 due to continued aggressive

                                       -14-

<PAGE>

expense management.  General and administrative expenses on Individual
products were 7.6% of commissionable premiums in the second quarter of
1999 versus 11.3% in 1998.  For the first six months, these expenses
were 8.1% of commissionable premiums in 1999 as compared to 10.1% in
1998.  These declines resulted from significant increases in
commissionable premium receipts in 1999 combined with continued expense
savings from the integration of acquisitions.  For Group policies, total
expenses were 14.9% of premiums and equivalents in the second quarter of
1999 versus 16.3%  in the second quarter of 1998.  For the first six
months, total expenses were 16.1% of premiums and equivalents versus
15.4% in the prior year due to severance payments made in the first
quarter of 1999 related to the decision to exit Group medical activity
coupled with the decline in premiums and equivalents mentioned
previously.  Group expenses declined 55.4% in the second quarter
compared to the second quarter of last year, and declined 51.7% compared
to the first six months of 1998 as the Company exits Group medical activities.

Average Life Insurance assets grew 8.1% over the second quarter of 1998
and 7.8% over the first half of 1998 primarily due to sales of UL-type
products, and growth in existing policyholder funds from interest
credited and equity returns.  The Life Insurance Products annualized
return on average assets was 2.07% and 2.06% for the second quarter and
the first half of 1999 compared to 2.02% and 1.97% for the same periods
in 1998.  The improvements in 1999 relate to the profitable growth of UL-
type assets and improved profitability of Group health policies.

                                       -15-
<PAGE>


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>
                                        Three Months Ended    Six Months Ended
                                             June 30               June 30
                                         1999       1998       1999      1998
                                        ------     ------     ------    ------
<S>                                     <C>        <C>        <C>       <C>
Policy charges, premiums
 and other considerations               $  5.3     $  5.6     $  9.4    $  9.8
Net investment income                    103.4      106.5      206.8     215.1
Other income                              20.6       17.4       37.3      32.4
                                        ------     ------     ------    ------
Total revenues                           129.3      129.5      253.5     257.3

Policy benefits                           76.8       76.5      149.1     152.5
Expenses                                  25.8       26.5       51.0      51.2
                                        ------     ------     ------    ------
Total benefits and expenses              102.6      103.0      200.1     203.7
                                        ------     ------     ------    ------
Reportable segment results before
 income taxes                             26.7       26.5       53.4      53.6
Provision for income taxes                 9.4        9.3       18.8      18.8
                                        ------     ------     ------    ------
Reportable segment results (1)          $ 17.3     $ 17.2     $ 34.6    $ 34.8
                                        ======     ======     ======    ======

(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 increased 0.6% over the same quarter of last year
and declined 0.6% for the first half of 1999 compared to the same period of
last year.  The following table summarizes key information for AIP:

<TABLE>
<CAPTION>
                                       Three Months Ended    Six Months Ended
                                            June 30               June 30
                                         1999       1998       1999      1998
                                       --------   --------   --------  --------
<S>                                    <C>        <C>        <C>       <C>
Fixed annuity receipts                 $  131.6   $   96.1   $  223.6  $  193.0
Variable annuity receipts                  33.8       25.6       61.6      41.8

Average general account
   policyholder fund balances           5,600.6    5,770.8    5,615.1   5,789.1
Average separate account
   policyholder fund balances             537.2      386.6      514.6     364.2
Investment product sales                  702.8      458.8    1,251.0     818.5
Average assets                          6,522.1    6,518.4    6,509.1   6,527.4


</TABLE>

Revenues declined 0.2% from the second quarter of 1998 and 1.5% from the
first six months of 1998 in line with the decline in average
policyholder fund balances.  Annuity revenues are derived from policy
charges, investment income on segment assets and concession income
earned on investment product sales by Jefferson Pilot Securities
Corporation, a registered broker-dealer, and related entities
(collectively referred to as JPSC). The decrease in average policyholder

                                       -16-
<PAGE>

fund balances represents the net result of interest credited and new
receipts less benefits paid and withdrawals. Although average
policyholder fund balances have declined, policyholder fund balances at
June 30 increased 0.4% to $6,156.0 in 1999.  Fixed annuity receipts
increased 36.9% over last year's second quarter and 15.9% over the first
half of 1998, due to significant sales through financial institutions in
the second quarter.  In total, fixed and variable annuity receipts
increased by 35.9% over the second quarter of 1998 and 21.5% over the
first six months of 1998.  Fixed annuity benefits and surrenders as a
percentage of beginning fund balances declined to 15.8% for the second
quarter of 1999 compared to 18.8% for the second quarter of 1998, and
14.5% for the first half of 1999, compared to 16.9% for the same period
of 1998.  The 1998 lapse rates were adversely affected by significant
withdrawals in a single block of fixed annuities in JP Financial
following the acquisition.  Annuity surrenders may increase as the
portion of the business that can be withdrawn by policyholders without
incurring a surrender charge grows.  Other income, which represents
concession income earned by JPSC, increased 18.4% over the second
quarter of 1998, and 15.1% over the first six months of 1998.

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, were 2.15% and
2.08% for second quarters 1999 and 1998, and 2.14% and 2.10% for the
first six months of 1999 and 1998.  The increase represents continued
effective asset/liability management.

Total insurance expenses as a percentage of average policyholder fund
balances including separate accounts were 0.47% and 0.57% for the second
quarter and first half of 1999 compared to 0.67% and 0.69% for the same
periods of 1998.  General and administrative expenses as a percentage of
average invested assets for fixed annuities improved to 0.20% during
second quarter 1999 versus 0.24% in 1998, and improved to 0.21% for the
first six months of 1999 versus 0.25% in 1998.  The decreases in AIP
expenses of 2.6% for the  second quarter of 1999 compared to the second
quarter of 1998 and 0.4% for the first half of 1999 as compared to the
first half of 1998 were due to continued aggressive expense management.

Average AIP assets increased 0.1% for the second quarter of 1999 and
decreased 0.3% for the first six months of 1999 versus 1998.  AIP posted
annualized returns on average assets of 1.06% for the second quarter and
for the first half of 1999 compared to 1.06% and 1.07% for the same periods
of 1998.  Results for the first half of 1999 include non recurring charges
against reportable segment results of $1.3 million primarily related to a
valuation system conversion.  Earnings of JPSC included in reportable segment
results were $1.3 and $2.4 for the second quarter and the first six
months of 1999, and $0.9 and $1.6 for the same periods of 1998.

                                       -17-

<PAGE>

Communications

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

<TABLE>
<CAPTION>
                                            Three Months Ended  Six Months Ended
                                                  June 30            June 30      March 31
                                               1999      1998     1999      1998
                                               ----      ----     ----      ----
<S>                                           <C>       <C>      <C>       <C>
Communications revenues                       $45.8     $47.5    $97.5     $96.0
Operating costs and expenses                   27.3      29.4     60.0      60.2
                                               ----      ----     ----      ----
Broadcast cash flow                            18.5      18.1     37.5      35.8
Depreciation and amortization                   3.0       3.0      5.9       5.9
Corporate general and administrative expenses   1.2       1.3      2.4       2.6
Net interest expense (investment income)        1.2       1.4      2.5       2.9
                                               ----      ----     ----      ----
Reportable segment results before income taxes 13.1      12.4     26.7      24.4
Provision for income taxes                      5.2       5.1     10.8       9.8
                                               ----      ----     ----      ----
Reportable segment results (1)                $ 7.9     $ 7.3    $15.9     $14.6
                                               ====      ====     ====      ====

(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>

Reportable segment results from the Communications segment increased $0.6 or
8.2% compared to the second quarter of 1998.  For the first six months,
reportable segment results increased $1.3 or 8.9% compared to 1998.

Combined revenues for Radio and Television grew 1.5% and 1.1% over the
second quarter and first half of 1998, respectively. The Company's radio
broadcasting properties continued to benefit from the generally
favorable advertising environment and the strong local economies in
which they operate.  Radio experienced strong revenue growth in both
quarters of 1999, 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 the first quarter of 1998.  However, Television was
unable to replace the Olympic revenue in the first quarter of 1999 and
political revenue in the second quarter of 1999, and national sales
continue to be sluggish in 1999, as they have been for several quarters
industry-wide.

Second quarter revenues in the Sports division declined $2.3 or 74.3%
from the 1998 quarter and year-to-date revenues in the Sports business
increased $0.7 or 4.7%. The year-to-date increase is attributable to
several first quarter 1999 special events and improved collegiate
basketball sales.  The second quarter is traditionally a time of low
activity and is not a significant contributor to Sports revenues;
however, in 1998, Sports results reflected an ice skating event and a
gymnastics event which were not repeated in 1999.

Broadcast cash flow grew by 2.2% and 4.7% for the second quarter and the
first six months of 1999 as the strong growth of the Radio properties
and the improved Sports results were partially offset by TV's decline
from the prior year Olympic- and political-influenced results.

                                       -18-
<PAGE>

Total expenses (operating costs and expenses, depreciation and
amortization, and corporate general and administrative expenses)
declined 6.5% and 0.6% for the second quarter and the first six months
of 1999, reflecting high margin Radio sales combined with aggressive
cost cutting measures throughout the company.  On a year-to-date basis,
expenses as a percent of Communications revenues decreased to 70.1% for
1999 from 71.6% for 1998, reflecting the shift from Sports programming
towards the higher margin Radio and Television broadcast activities.

                                       -19-
<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>
                                 Three Months Ended       Six Months Ended
                                       June 30                June 30
                                   1999       1998        1999       1998
                                  ------     ------      -------    -------
<S>                               <C>        <C>         <C>        <C>

Earnings on investments and
   other income                    $29.4      $26.5       $62.0     $48.8
Interest expense on debt and
   Exchangeable Securities          (6.9)      (8.4)      (14.4)    (17.4)
Operating expenses                  (6.1)      (5.4)      (10.4)    (12.2)
Federal and state income
   (tax) benefit                    (4.3)      (1.7)      (10.7)      1.1
                                    ----       ----        ----      ----
                                    12.1       11.0        26.5      20.3
Dividends on Capital Securities
   and mandatorily redeemable
   preferred stock                  (6.2)      (6.2)      (12.3)    (13.3)

                                    ----       ----        ----      ----
Reportable segment results (1)       5.9        4.8        14.2       7.0
Realized investment gains, net      18.9       11.0        47.4      38.9
                                    ----       ----        ----      ----
Reportable segment results,
 including realized investment
 gains                             $24.8      $15.8       $61.6     $45.9
                                    ====       ====        ====      ====

(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>

                                                           June 30
                                                         -----------                                                     June 30
                                                       1999         1998
                                                      ------       ------
<S>                                                   <C>          <C>
Parent company, passive investment companies and
 Corporate line assets of insurance subsidiaries      $2,145       $1,938
Co-insurance receivables on acquired blocks            1,469        1,921
Net SFAS 115 adjustments                                  33          361
Employee benefit plan assets                             355          420
Goodwill arising from insurance acquisitions             189          196
Other                                                    285          182
                                                       -----        -----
Total                                                 $4,476       $5,018
                                                       =====        =====
</TABLE>

Total assets for the Corporate and Other segment declined 10.8% compared
to the second quarter of 1998 primarily due to surrenders of 100% co-
insured COLI policies.  Invested assets assigned to this segment
declined $212.5 due to a decline in changes in market values of
Available for Sale securities.  Excluding such changes, invested assets
increased $284.5 or 14.7% due to an accumulation of retained earnings,
an increase in reverse repurchase obligations, and changes in segment
allocations (primarily related to exiting the Group medical business).


                                       -20-
<PAGE>

Reportable segment results increased $1.1 compared to the second quarter of
1998, and increased $7.2 compared to the first six months of 1998.  Investment
earnings improved due to the accumulation of corporate capital, and
increased income on equity method investments during the first quarter
of 1999.  A one-time adjustment to an equity method investment resulted
in $2.0 additional reportable segment results in the first quarter of 1999.
Net interest expense declined for both the second quarter and the first six
months of 1999 as the Corporate and Other segment realized interest
income on increased borrowings from the Company's other business
segments.  Operating expenses may vary with the level of Corporate
activities and increased 13.0% from the second quarter of 1998;
however, expenses for the first six months still showed a decline of
14.8% from 1998.   Federal and state income taxes increased due to the
tax effect of higher operating results plus adjustments to effective tax
rates on assets assigned to this segment.  Dividends on preferred stock
remained flat for the second quarter, but improved for the first six
months of 1999 due to the retirement of $50 preferred shares early in
1998.

Financial Position, Capital Resources And Liquidity
---------------------------------------------------

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

Total assets increased $117 or 0.5% during the first six months of 1999.
Excluding a $435 decrease related to business 100% coinsured to
Household International, total assets increased $552.  This increase
resulted from cash provided from operating activities, increased
policyholder contract deposits, and lower policyholder contract
withdrawals, partially offset by payment of dividends.

The Life Insurance Products and AIP segments defer the costs of
acquiring new business, including commissions, certain costs of
underwriting and issuing policies, first year bonus interest and agency
office expenses.  Deferred acquisition costs were $952 at June 30, 1999,
up 12.7% from December 31, 1998.  Value of business acquired (VOBA)
represents the actuarially-determined present value of future gross
profits of each business acquired.  VOBA was $668 at June 30, 1999, an
increase of  17.6% since year end.  The increase is attributable to
changes in unrealized gains on Available for Sale securities underlying
purchased insurance blocks.  Goodwill (representing the cost of acquired
businesses in excess of the fair value of net assets) was $226 at June
30, 1999 and $229 at December 31, 1998, declining by the amount of
amortization for the period.  Goodwill as a percentage of stockholders'
equity was 7.6% at June 30, 1999 and 7.5% at December 31, 1998.

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.  No such adjustments were
necessary for any of the periods presented herein.

JP had reinsurance receivables of $1,245 and $1,072 at June 30, 1999 and
December 31, 1998 and policy loans of $224 and $831 which relate to
businesses of AH Life that are 100% coinsured to Household, in
connection with the acquisition of AH Life from Household in 1995.
Because these blocks are 100% coinsured, changes do not impact JP's
operations.  Household has provided payment, performance and capital
maintenance guarantees with respect to the balances receivable.  JP also
had a recoverable of $90 at June 30, 1999 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 $192 in securities
which support the block.

                                       -21-
<PAGE>

Capital Resources
-----------------

Stockholders' Equity

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

<TABLE>
<CAPTION>
                                                  June 30     December 31
                                                    1999          1998
                                                   -------      -------
<S>                                                <C>          <C>
Total assets                                       $24,455      $24,338
Total stockholders' equity                           2,984        3,052
Ratio of stockholders' equity to assets              12.2%        12.5%
</TABLE>

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 which would be expected to
produce higher returns over time.

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 very strong claims paying ratings.

Debt and Exchangeable Securities
--------------------------------

The ACES and MEDS are carried at fair value, which fluctuates based on
the market value of BankAmerica common stock.  Changes in the carrying
value of these securities (which amounted to year to date increases in
1999 of $40 for ACES and $14 for MEDS) are recorded to accumulated other
comprehensive income - net unrealized gains on securities in
stockholders' equity, net of deferred income taxes.  The ACES which had
a June 30, 1999 value of $222 are due January 21, 2000, and may be
redeemed thirty days prior to this date at the Company's option.  The
ACES are mandatorily exchangeable into shares of BankAmerica Corporation
common stock or, in whole or part, cash, also at the Company's option.
The Company has sufficient sources of liquidity to settle the ACES
either through existing resources or by obtaining additional financing.

While the Company has made no commitments for additional financing,
additional debt may be incurred 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 the insurance

                                       -22-
<PAGE>

operations are premiums, other insurance considerations, receipts for
policyholder accounts, investment sales and maturities and investment
income.  Primary uses of cash include purchases of investments, payment
of insurance benefits, operating expenses, withdrawals from policyholder
accounts, costs related to acquiring new business, and income taxes.
Primary sources of cash from the 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 was $285 and $179 for the first six months
of 1999 and 1998.  This increase was attributable to increased net
income and increases in accounts payable and liability accruals.

The decline in other investments from December 31, 1998 to June 30, 1999 of
$575 was primarily attributable to a decrease in policy loans relating to a
block of business of AH Life that is 100% coinsured to Household.  Household
has reimbursed the Company for all cash disbursed as required by the
coinsurance agreement and therefore this decline had no effect on liquidity
during these six months.

Net cash used in investing activities was $(431) and $(262) for the
first six months of 1999 and 1998.  The variance in the 1999 amounts
reflects the purchase of $1,478 of securities categorized as Available
for Sale, partially offset by the sale of $1,048 of Available for Sale
securities.

Net cash provided by financing activities was $151 and $112 for the
first six months of 1999 and 1998.  The Company made net short-term
borrowings of $40 in 1999 versus net short-term borrowings of $201 in
1998.  The net short-term borrowings in 1999 were increased to take
advantage of interest rate opportunities.  In 1998, the Company expanded
its repurchase program (which is an asset/liability management
strategy), causing the increase in net borrowings for that year.  Cash
inflows from changes in policyholder contract deposits were $220 and $49
for the first six months of 1999 and 1998.  The increase is a result of
lower withdrawals of policyholder funds in 1999 combined with increased
policyholder contract deposits as sales are focusing more on UL-type
products.

In order to meet the parent company's dividend payments, debt servicing
obligations and other expenses, internal dividends are received from
subsidiaries.  Total internal cash dividends paid to the parent from its
subsidiaries during the first six months were $133 in 1999 and $106 in
1998.  JP Life and AH Life were the primary sources of these dividends.
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.  A major portion of the remaining dividends planned from
life subsidiaries for 1999 will require regulatory approval.  The
Company has no reason to believe that such approval will be withheld.

Fixed income and equity securities held by the parent company and non-
regulated subsidiaries were $621 and $538 at June 30, 1999 and December
31, 1998.  These securities, which include the $379 (at June 30, 1999)
of BankAmerica Corporation common stock which supports the Exchangeable
Securities, are considered to be sources of liquidity to support the
Company's strategies.

Total debt and equity securities Available for Sale at June 30, 1999
were $11,961.

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

                                       -23-

<PAGE>

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>
                                               June 30          December 31
                                                 1999               1998
                                             -------------     --------------
<S>                                          <C>     <C>       <C>      <C>
Publicly-issued bonds                        $11,046  59.9%    $11,356   59.8%
Privately-placed bonds                         3,201  17.4       3,131   16.4
Commercial mortgage loans                      2,198  11.9       1,969   10.4
Common stock                                     962   5.2         931    4.9
Policy loans                                     845   4.6       1,439    7.6
Preferred stock                                   35   0.2          34    0.2
Real estate                                      117   0.6          86    0.4
Cash and other invested assets                    45   0.2          53    0.3
                                              ------ -----      ------  -----
Total                                        $18,449 100.0%    $18,999  100.0%
                                              ====== =====      ======  =====
</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.

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.

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

<TABLE>
<CAPTION>
                                               June 30          December 31
                                                 1999               1998
                                             -------------     --------------
<S>                                          <C>     <C>       <C>      <C>
Bonds near or in default                     $    3     - %    $     2     - %
Bonds below investment grade                    633    3.4         659    3.5
Mortgage loans 60 days
 delinquent or in foreclosure                     -    -             3     -
Mortgage loans restructured                       9    0.1          10    0.1
Foreclosed properties                             1    -             3     -
                                             ------  -----      ------  -----
Sub-total, higher risk assets                   646    3.5         677    3.6
All other investments                        17,803   96.5      18,322   96.4
                                             ------  -----      ------  -----
Total cash and investments                  $18,449  100.0%    $18,999  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 $183 and $186
were open as of June 30, 1999 and December 31, 1998.  There have been no
terminations of derivative financial instruments in 1999 or 1998.  Potential
termination of these arrangements as of June 30, 1999 under then current
interest rates would result in a potential gain of $3 which would be amortized
over the remaining life of the hedged asset or liability.

                                       -24-
<PAGE>

Collateralized Mortgage Obligations (CMO's), which are included in debt
securities Available for Sale, were as follows:

<TABLE>
<CAPTION>
                                                   June 30     December 31
                                                     1999          1998
                                                    ------        ------
<S>                                                 <C>           <C>
Federal agency issued CMO's                         $2,593        $2,729
Corporate private-labeled CMO's                      1,675         1,705
                                                     -----         -----
Total                                               $4,268        $4,434
                                                     =====         =====
</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; addressing the compliance of key vendors and service
providers to the Company (business partners); and business contingency
planning.

The project for platforms and non-IT software and equipment 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 schedule 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 90%
of the Company's systems were compliant as of June 30, 1999.  The
Company does not deem a system to be compliant until the completion of
remediation, testing and certification to confirm that its performance
will not be affected by dates extending after 1999.

                                       -25-

<PAGE>

All of the Company's significant policyholder systems have been
certified as Year 2000 compliant, following completion for two closed
blocks of business in the second quarter.  Other non-policyholder
mainframe systems have either been certified or are on schedule for
timely completion.  For PC and LAN systems, the Company has certified
85% of the PC and LAN infrastructure, and testing of critical business
applications is ongoing with completion expected in September 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 has been or is being obtained.  Where feasible, certification
testing is being 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 expected in 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 and appropriate testing or
other due diligence is being conducted through the third quarter 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.

From inception of the project through June 30, 1999, the Company has
incurred external costs of $9.8 and internal costs of $9.2.  The current
estimate, based on actual experience to date, of total project expense
is $23.8, with remaining external costs of $2.9 and internal costs of
$1.9.  Costs are charged to specific business segments 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 second quarter 1999
costs were $2.6.  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.

The Company expects to certify that all of its systems are compliant by
September 30, 1999.  However, 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

                                       -26-
<PAGE>

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 and mission essential functions.  These plans
should be completed in September 1999.


Market Risk Exposures
---------------------

With respect to the Company's exposure to market risks, see management's
comments in the 1998 Form 10-K.  Mangement believes that its analysis of the
effects of 100 basis point increases and decreases utilized in the sensitivity
analysis in the 1998 Form 10-K continues to reflect reasonably possible near
term changes in interest rates.


External Trends And Forward Looking Information
-----------------------------------------------

With respect to economic trends, inflation and interest rate risks,
environmental liabilities and the regulatory and legal environment, see
management's comments in the 1998 Form 10-K.

With respect to accounting pronouncements, see Note 5 on page 9, 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

                                       -27-

<PAGE>

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 or a critical business
partner 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 stock markets; 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.

                                       -28-
<PAGE>

                          PART II.  OTHER INFORMATION
                          JEFFERSON-PILOT CORPORATION

Item 1.  Legal Proceedings

The registrant is involved in various claims and lawsuits incidental to
and in the ordinary course of its business.  In the opinion of
management, the ultimate liability will not have a material effect on
the financial condition or liquidity of the Company, but could have a
material adverse effect on the results of operations for a specified
period.

The previously reported 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, was removed to the U.S.
District Court for the Eastern District of Michigan on motion of the
defendants.  The suit included allegations of a conspiracy among our
subsidiary and three unaffiliated insurance companies.  The District
Judge asked plaintiffs to file amended complaints individually against
each insurer and without the conspiracy allegations.  On June 25, 1999,
a complaint was filed individually against our subsidiary, with
essentially the same allegations as in the original suit except that the
conspiracy allegations were omitted, and the case is now Mueller et al
vs. Alexander Hamilton Life Insurance Company.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

  (27)  Financial Data Schedule

(b)  Reports of Form 8-K

  No reports on Form 8-K were filed during the second quarter of 1999.

SIGNATURES

Pursuant to the requirements 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

  By (Signature)   /s/Dennis R. Glass
  (Name and Title)  Dennis R. Glass, Executive Vice President,
                                                         Chief Financial
  Officer and Treasurer
  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

                                       -29-