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



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



     For Quarter Ended September 30, 1997    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)



                                   (910) 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 September 30, 1997   70,852,273

<PAGE>

                            JEFFERSON-PILOT CORPORATION


                                       INDEX


                                                                 - Page No. -

Part I.    Financial Information
           Consolidated Unaudited Condensed Balance Sheets 
           - September 30, 1997 and December 31, 1996                   3


           Consolidated Unaudited Condensed Statements of Income
           - Three Months and Nine Months ended September 30, 1997
           and 1996                                                     4


           Consolidated Unaudited Condensed Statements of Cash
           Flows
           - Nine Months ended September 30, 1997 and 1996              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                                           26


Signatures                                                             26

                                       -2-

<PAGE>

<TABLE>

                       PART I.   FINANCIAL INFORMATION
                         JEFFERSON-PILOT CORPORATION
               CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS

                                (In Millions)
<CAPTION>

                                                   September 30    December 31
                                                       1997            1996
                                                    ----------      ---------
<S>                                                    <C>            <C>
   Assets
Cash and Investments:
  Debt securities available for sale, at fair value    $ 9,901        $ 6,673
    (amortized cost $9,634 and $6,607)
  Debt securities held to maturity, at amortized cost    3,761          3,877
    (fair value $3,820 and $3,903)
  Equity securities available for sale, at fair value      902            906
    (cost $105 and $196) 
  Equity securities trading portfolio, at fair value        -              23
    (cost $1 and $23)
  Mortgage loans on real estate                          1,587          1,323
  Cash and all other investments                         1,548          1,446
                                                       -------        -------
     Total cash and investments                         17,699         14,248

Accrued investment income                                  217            166
Due from reinsurers                                      1,533          1,260
Deferred policy acquisition costs and value
  of business acquired                                   1,380            934
Cost in excess of net assets acquired                      233             86
Assets held in separate accounts                         1,248            492
Accounts receivable, agents' balances and other assets     508            376
                                                       -------        -------
                                                       $22,818        $17,562
                                                       =======        =======
    Liabilities and Stockholders' Equity
Liabilities:
Policy liabilities                                     $17,283        $13,619
Automatic Common Exchange Securities, Mandatorily
  Exchangeable Debt Securities and other debt              582            370
Securities sold under repurchase agreements                160            244
Liabilities related to separate accounts                 1,248            492
Tax liabilities                                            199            173
Accounts payable, accruals and other liabilities           377            314
                                                       -------        -------
                                                        19,849         15,212
                                                       -------        -------
Guaranteed preferred beneficial interest in
  subordinated debentures ("Capital Securities")           300            -
                                                       -------        -------
Mandatorily redeemable preferred stock                      53             53
                                                       -------        -------

Stockholders' Equity:
Common stock                                                92             88
Retained earnings                                        1,912          1,708
Net unrealized gains on securities                         612            501
                                                       -------        -------
                                                         2,616          2,297
                                                       -------        -------
                                                       $22,818        $17,562
                                                       =======        =======

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      Nine Months Ended
                                        September 30            September 30      
                                      1997       1996        1997       1996
                                     ------     ------      ------     ------
<S>                                   <C>        <C>         <C>        <C>
Revenue:
Premiums and other considerations     $ 307      $ 236       $  836     $  757
Net investment income                   290        225          805        658
Realized investment gains                 5         16          108         39
Communications operations                42         37          135        119
Other                                    13          1           21          3
                                      -----      -----       ------     ------
  Total revenue                         657        515        1,905      1,576
                                      -----      -----       ------     ------

Benefits and Expenses:
Insurance and annuity benefits          381        293        1,032        912
Insurance commissions                    71         39          178        114
General, administrative and           
  other expenses                         50         41          145        140
Communications operations                28         27           88         79
                                      -----      -----       ------     ------
  Total benefits and expenses           530        400        1,443      1,245
                                      -----      -----       ------     ------

Income before income taxes              127        115          462        331
Provision for income taxes               41         40          154        112
                                      -----      -----       ------     ------
Net income                               86         75          308        219
Dividends on Capital Securities           6         -            16         -
Dividends on mandatorily redeemable
  preferred stock                         1          1            2          2
                                      -----      -----       ------     ------
Net income available to common
  stockholders                        $  79      $  74       $  290     $  217
                                      =====      =====       ======     ======

Average number of shares outstanding   70.9       71.1         70.8       71.2


Net Income Per Share of Common Stock:
Net income available to common
  stockholders before realized
  investment gains, net of income
  taxes                               $1.06      $ .90       $ 3.10     $ 2.69
Realized investment gains,
  net of income taxes                   .06        .14          .99        .35
                                      -----      -----       ------     ------
Net income available to common
  stockholders                        $1.12      $1.04       $ 4.09     $ 3.04
                                      =====      =====       ======     ======

Dividends declared per common share   $ .40      $ .36       $ 1.20     $ 1.08
                                      =====      =====       ======     ======

See Notes to Consolidated Unaudited Condensed Financial Statements

</TABLE>
                                     -4-
<PAGE>

<TABLE>

                           JEFFERSON-PILOT CORPORATION
                        CONSOLIDATED UNAUDITED CONDENSED
                            STATEMENTS OF CASH FLOWS
                                  (In Millions)


<CAPTION>
                                                           Nine Months Ended
                                                              September 30
                                                            1997       1996
                                                           ------     ------
<S>                                                        <C>        <C>
Net cash provided by operations                            $454       $825
                                                           -----      -----

Cash Flows from Investing Activities:
Investments purchased, net                                 (163)      (630)
Acquisitions of subsidiaries, net of cash received         (758)        - 
Other investing activities                                   17          2
                                                           -----      -----
Net cash used by investing activities                      (904)      (628)
                                                           -----      -----

Cash Flows from Financing Activities:
Issuance of Capital Securities                              300          - 
Net short-term borrowings (repayments)                     (111)       122
Issuance of Mandatorily Exchangeable Debt Securities        150          - 
Cash dividends paid                                         (85)       (76)
Issuance (reacquisition) of common shares, net                4        (21)
Policyholder contract deposits, net                         105         77
                                                           -----      -----
Net cash provided by financing activities                   363        102
                                                           -----      -----

Increase (decrease) in cash and cash equivalents            (87)       299
Cash and cash equivalents at beginning of period            105        123
                                                           -----      -----
Cash and cash equivalents at end of period                 $ 18       $422
                                                           =====      =====

Supplemental Cash Flow Information:
Income taxes paid                                          $ 95       $ 41
                                                           =====      =====
                                                                                                                ==
Interest paid                                              $ 25       $ 25
                                                           =====      =====

See Notes to Consolidate Unaudited Condensed Financial Statements

</TABLE>
                                     -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 nine month period 
ended September 30, 1997 are not necessarily indicative of the results that 
may be expected for the year ended December 31, 1997.  Certain prior 
year amounts have been reclassified to conform with the current year 
presentation.

2.  Acquisition of Chubb Life Insurance Company of America

On May 13, 1997, Jefferson-Pilot Corporation (JP or the Company) 
acquired all the outstanding shares of Chubb Life Insurance Company of 
America (Chubb Life) from The Chubb Corporation (Seller).  Chubb 
Life's operations, principally universal life, variable universal life and 
term insurance, are conducted nationwide through Chubb Life and its life 
insurance subsidiaries, Chubb Colonial Life Insurance Company and 
Chubb Sovereign Life Insurance Company.  Another of Chubb Life's 
subsidiaries, Chubb Securities Corporation, is a full service NASD 
registered broker-dealer.  Hereinafter, Chubb and its subsidiaries are 
collectively referred to as "Chubb Life."

The cost of the acquisition consisted of $775 cash paid by JP to Seller, 
plus other acquisition costs.  In addition, Chubb Life paid a $100 special 
dividend to Seller which was funded through liquidation of short-term 
investments.  The $775 was financed through the liquidation of invested 
assets, various securities offerings (see Note 3) and the issuance of 
commercial paper.

The acquisition, which was effective as of April 30, 1997 for financial 
reporting and tax purposes, is being accounted for using the purchase 
method.  As a result, Chubb Life's results of operations from May 1, 1997 
forward are included in the accompanying financial statements.  The 
purchase price has been allocated to Chubb Life's tangible and 
identifiable intangible assets and liabilities based on management's 
preliminary estimate of their respective fair values with the difference, 
amounting to $150, allocated to cost in excess of net assets acquired (i.e., 
goodwill).  Goodwill arising from the acquisition is being amortized over 
a period of 35 years.

Under the Stock Purchase Agreement, there may be post closing 
adjustments based on Closing Date Financial Statements to be provided by 
Chubb Life.  The allocation of the purchase price is subject to revision 
when any post closing adjustments are known and when additional 
information concerning asset and liability valuations is obtained.

                                  -6-
<PAGE>

The following pro-forma financial information has been prepared 
assuming that the Chubb Life acquisition had taken place at the beginning 
of each period presented.  The pro-forma information includes 
adjustments for interest expense and foregone investment income that 
would have resulted from financing the acquisition, amortization of 
adjustments to fair value, amortization of value of business acquired and 
cost in excess of net assets acquired, and related tax effects.  The pro-
forma financial information is not necessarily indicative of results of 
operations that would have been reported had the transaction actually been 
completed on the dates assumed.

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                             September 30
                                                          1997        1996
                                                         ------      ------
<S>                                                      <C>         <C>
Revenue                                                  $1,910      $2,001
                                                         ======      ======

Net income available to common stockholders
   before realized investment gains, net of
   income taxes                                          $  231      $  197
Realized investment gains, net of income taxes               24          29
                                                         ------      ------
Net income available to common stockholders              $  255      $  226
                                                         ======      ======

Net Income Per Share of Common Stock:
Net income available to common stockholders
   before realized investment gains, net of
   income taxes                                          $ 3.26      $ 2.76
Realized investment gains, net of income taxes             0.34        0.41
                                                         ------      ------
Net income available to common stockholders              $ 3.60      $ 3.17
                                                         ======      ======
</TABLE>

On a pro-forma basis, net income available to common stockholders 
before realized investment gains, net of income taxes, increased from 
$219 to $231 for the nine months ended September 30, 1997, and 
increased from $191 to $197 for the nine months ended September 30, 
1996.

On a pro-forma basis, realized investment gains, net of income taxes, are 
significantly lower than actual for the nine months ended September 30, 
1997.  The pro-forma amounts eliminate the effect of realized gains on 
invested assets sold in 1997 to finance the Chubb Life acquisition.

3.  Securities Offerings

In January and March 1997, respectively, the Company privately placed 
$200 of 8.14% Capital Securities, Series A and $100 of 8.285% Capital 
Securities, Series B.  Net proceeds of $297 were invested until closing of 
the Chubb Life acquisition, in major part by reducing short-term 
borrowings under JP's ongoing commercial paper program.  The Capital 
Securities mature in the year 2046.  However, they are redeemable prior to 
maturity at the option of the Corporation beginning January 15, 2007.  The 
Capital Securities are supported by subordinated indebtedness of the 
Corporation.

In April and June 1997, the Company issued Mandatorily Exchangeable 
Debt Securities (referred to as MEDS) of $75 at 6.95% and $75 at 6.65%, 
respectively.  The MEDS are based on NationsBank Corporation common 
stock.  Annual interest is payable quarterly.  The MEDS mature January 
10, 2002 and represent senior indebtedness of the Corporation.

                                  -7-
<PAGE>

The 6.95% MEDS issued in April had a principal amount of $55.55 per 
security.  Two weeks prior to, or at, maturity, the principal amount of the 
MEDS will be mandatorily exchanged into either (1) a number of shares 
of the common stock of NationsBank (stock) determined based on an 
exchange rate reflecting the then trading price for the stock or (2) cash in 
an amount of equal value, at the Company's option.  Subject to 
adjustments to reflect dilution, the exchange rate is equal to (1) 0.8264 
shares if the stock price is at least $67.22, (2) a fractional share of the 
stock having a value equal to $55.55 if the price is more than $55.55 but 
less than $67.22 or (3) one share if the price is not more than $55.55.

The 6.65% MEDS had a principal amount of $66.625 per security.  Two 
weeks prior to, or at, maturity, the principal amount of the MEDS will be 
mandatorily exchanged into either (1) a number of shares of the common 
stock of NationsBank Corporation (stock) determined based on an 
exchange rate reflecting the then trading price for the stock or (2) cash in 
an amount of equal value, at the Company's option.  Subject to 
adjustments to reflect dilution, the exchange rate is equal to (1) 0.8264 
shares if the stock price is at least $80.62, (2) a fractional share of the 
stock having a value equal to $66.625 if the price is more than $66.625 but 
less than $80.62 or (3) one share if the price is not more than $66.625.

The MEDS and the Automatic Common Exchange Securities (ACES) issued
during 1995 are collectively referred to as "Exchangeable Securities".

4.  Contingent Liabilities

Jefferson-Pilot Life Insurance Company is a defendant in a proposed class 
action suit alleging deceptive practices, fraudulent and negligent 
misrepresentation and breach of contract in the sale of certain life 
insurance policies using policy performance illustrations which used then 
current interest or dividend rates and insurance charges and illustrated that 
some or all of the future premiums might be paid from policy values rather 
than directly by the insured.  The claimant's actual policy values exceeded 
those illustrated on a guaranteed basis, but were less than those illustrated 
on a then current basis due primarily to the interest crediting rates having 
declined along with the overall decline in interest rates in recent years.  
Unspecified compensatory and punitive damages, costs and equitable 
relief are sought.  While management is unable to make a meaningful 
estimate of the amount or range of loss that could result from an 
unfavorable outcome, management believes that it has made appropriate 
disclosures to policyholders as a matter of practice, and intends to 
vigorously defend its position.

In the normal course of business, the Company and its subsidiaries are 
parties to various lawsuits.  Because of the considerable uncertainties that 
exist, the Company cannot predict the outcome of pending or future 
litigation.  However, management believes that the resolution of pending 
legal proceedings will not have a material adverse effect on the 
Company's financial position or liquidity, but could have a material 
adverse effect on the results of operations for a specified period.

5.  Accounting Pronouncements

In February 1997 the FASB issued SFAS 128, "Earnings per Share", 
which is effective for financial statement periods ending after December 
15, 1997.  SFAS 128 simplifies and increases comparability of earnings 
per share calculations.  The Company will adopt the new pronouncement 
in the fourth quarter of 1997, at which time earnings per share calculations 
for all periods presented will be restated to conform to SFAS 128.  
Management does not expect the pronouncement to have a material impact 
on reported per share amounts.

                                 -8-
<PAGE>

In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive 
Income", which is effective for fiscal years beginning after December 15, 
1997.  SFAS 130 sets standards for the reporting and display of 
comprehensive income and its components in financial statements.  
Application of the new rules will not impact the Company's financial 
position or net income.  The Company expects to adopt this 
pronouncement in the first quarter of 1998, which will include the 
presentation of comprehensive income for prior periods presented for 
comparative purposes, as required by SFAS 130.  The primary element of 
comprehensive income applicable to the Company is changes in 
unrealized gains and losses on securities classified as available for sale.

Also in June 1997, the FASB issued SFAS 131, "Disclosures about 
Segments of an Enterprise and Related Information".  This 
pronouncement is effective for annual periods beginning after December 
15, 1997, and for interim periods beginning in the following year.  SFAS 
131 requires disaggregated disclosures based on internal segments used by 
a company in managing its business.  Adoption will not impact the 
Company's financial position or results of operation, but will require 
additional footnote disclosures and may affect the presentation of 
operating earnings by business segment.

                                    -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 September 30, 1997, changes in financial condition for the 
nine months then ended, and results of operations for the three month and 
nine month periods ended September 30, 1997 as compared to the same 
periods ended September 30, 1996.  This discussion supplements 
Management's Discussion and Analysis in Form 10-K for the year ended 
December 31, 1996, 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 (also referred to as JP) has two business segments: 
Insurance and Communications.  Within the Insurance segment, JP offers 
Individual Life Insurance Products, Annuity and Investment Products, and 
Group Insurance Products through the following subsidiaries: Jefferson-
Pilot Life Insurance Company (JP Life), Alexander Hamilton Life 
Insurance Company of America (AH Life), First Alexander Hamilton Life 
Insurance Company (FAHL), and recently acquired Chubb Life Insurance 
Company of America (Chubb Life) and its subsidiaries, Chubb Colonial 
Life Insurance Company (Colonial) and Chubb Sovereign Life Insurance 
Company (Sovereign).  Within the Communications business segment, JP 
operates television and radio broadcasting stations and provides sports and 
entertainment programming.  These operations are conducted through 
Jefferson-Pilot Communications Company (JPCC) and its subsidiaries.

Acquisition Summary

On May 13, 1997, the Company acquired Chubb Life and subsidiaries 
(collectively referred to as "Chubb Life").  The discussion of this 
acquisition and its financing contained in Note 2 on page 6 is incorporated 
herein by reference.

In January 1997, JPCC acquired the assets of KQKS-FM in Denver for 
$15 in cash.

                                    -10-
<PAGE>                                    

RESULTS OF OPERATIONS

In the following discussion "operating income" means income from 
operations before realized investment gains, but after dividends on Capital 
Securities and mandatorily redeemable preferred stock, except where 
otherwise indicated.

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

<TABLE>
<CAPTION>

                                  Three Months Ended       Nine Months Ended
                                     September 30             September 30      
                                   1997       1996          1997       1996
                                  ------     ------        ------     ------
<S>                               <C>        <C>           <C>        <C>
Consolidated Summary of Income
Operating income                  $75.1      $63.8         $219.2     $191.3
Realized investment gains, net      4.1       10.3           70.5       25.3
                                  -----      -----         ------     ------
Net income available to 
  common stockholders             $79.2      $74.1         $289.7     $216.6
                                  =====      =====         ======     ======

Consolidated Earnings Per Share
Operating income                  $1.06      $ .90         $ 3.10     $ 2.69
Realized investment gains, net      .06        .14            .99        .35
                                  -----      -----         ------     ------
Net income available to 
  common stockholders             $1.12      $1.04         $ 4.09     $ 3.04
                                  =====      =====         ======     ======

Net Realized Investment Gains
Common stocks                     $ 1.3      $13.7         $100.0     $ 37.5
Bonds and preferred stocks          5.2        2.0            1.1        (.2)
Other                              (1.1)        .1            6.6        1.3
                                  -----      -----         ------     ------
Total investment gains              5.4       15.8          107.7       38.6
Less applicable taxes               1.3        5.5           37.2       13.3
                                  -----      -----         ------     ------
Net realized investment gains     $ 4.1      $10.3         $ 70.5     $ 25.3
                                  =====      =====         ======     ======

</TABLE>

Net income available to common stockholders increased 6.9% over the 
prior year's third quarter to $79.2 and 33.7% over the prior year's first 
nine months to $289.7.  Operating income increased 17.7% to $75.1 for 
the quarter and 14.6% to $219.2 for the nine months, due to increased 
profitability in the Insurance segment.  These results were achieved in
spite of declines in earnings in the Group Products class.  Excluding the
earnings impact of the Chubb Life acquisition and related financing costs
as well as the Group Products earnings, operating income increased 
6.3% over the third quarter of 1996 and 12.5% over the first nine months 
of 1996.

Net realized gains increased approximately $45.2 over the prior year nine 
months due to sales of investments to finance the acquisition of Chubb 
Life.

Net income available to common stockholders reflects dividends on 
Capital Securities, Series A and B, issued during the first quarter of 1997, 
of $6.1 for the third quarter and $15.8 for the nine months.  In addition, 
dividends on mandatorily redeemable preferred stock of $2.8 were paid in 
the first nine months of 1997 compared to $2.6 in 1996.

                                     -11-
<PAGE>

Earnings per share increased 7.7% and 34.5% for third quarter and the 
first nine months of 1997, respectively, over the corresponding periods of 
1996, due to the Chubb Life acquisition, the increased profitability and 
realized gains noted above, and the reacquisition of shares in the third 
quarter of 1996.  Average shares outstanding during the first nine months 
of 1997 declined 0.5% from the first nine months of 1996, due to the share 
repurchase.  On an operating income basis, earnings per share increased 
17.8% and 15.2% for the third quarter and first nine months of 1997, 
respectively, over the corresponding periods of 1996, due primarily to 
improved operating results in the Insurance segment, including the impact 
of the Chubb Life acquisition.

The increase in net investment income over the prior year of 28.9% for the 
third quarter and 22.3% for the nine months was achieved principally 
through the growth in invested assets, arising from the acquisition of 
Chubb Life and from policyholder contract deposits.  The increase in 
other revenue for the third quarter and the year-to-date relates primarily to 
revenues of Chubb Life's broker-dealer subsidiary.

Income tax provisions increased by 2.5% and 37.5% for the quarter and 
the nine months ended September 30, 1997, respectively, compared to the 
same periods in 1996 in correlation with the improvement in overall 
results, including high realized investment gains during the first six 
months of 1997.  Effective tax rates remained relatively unchanged for all 
periods presented.

A more detailed discussion of operating results by segment and product 
follows.

Operating Earnings by Business Segment

Earnings on investments of the parent company, dividends on preferred 
stock and Capital Securities, parent company operating expenses, interest 
expense and consolidation entries are included in the "Other" category.  
Substantially all corporate capital is allocated to the business segments.

The following table illustrates JP's results by segment and product class.

<TABLE>
<CAPTION>

                                      Three Months Ended    Nine Months Ended
                                         September 30          September 30      
                                       1997       1996       1997       1996
                                      ------     ------     ------     ------
<S>                                   <C>        <C>        <C>        <C>
Consolidated Summary of Income
by Segment and Classes of Products
Insurance segment:
   Individual Products                $60.2      $37.1      $154.3     $111.5
   Annuity and Investment Products     16.0       17.9        53.5       47.9
   Group Products                       2.1        5.5        12.4       20.6
                                      -----      -----      ------     ------
                                       78.3       60.5       220.2      180.0
Communications segment                  5.7        5.8        18.2       20.8
Other                                  (8.9)      (2.5)      (19.2)      (9.5)
                                      -----      -----      ------     ------
Operating income                       75.1       63.8       219.2      191.3
Realized investment gains, net          4.1       10.3        70.5       25.3
                                      -----      -----      ------     ------
Net income available to
  common stockholders                 $79.2      $74.1      $289.7     $216.6
                                      =====      =====      ======     ======

</TABLE>
                                     -12-

<PAGE>

Individual Products

The Individual Products distribution system offers a wide array of life and 
health insurance through a career agency force, independent agents 
recruited through independent marketing organizations and a regional 
marketing network, home service agents and financial institutions.  
Operating results were:

<TABLE>
<CAPTION>

                                    Three Months Ended     Nine Months Ended
                                       September 30           September 30      
                                      1997       1996        1997       1996
                                     ------     ------      ------     ------
<S>                                  <C>        <C>         <C>        <C>
Premiums, considerations,
  and other income                   $193.6     $115.7      $476.0     $349.4
Net investment income                 172.7      116.6       447.8      343.7
                                     ------     ------      ------     ------
Total revenues                        366.3      232.3       923.8      693.1

Policy benefits                       204.0      129.9       506.0      384.2
Expenses                               69.8       45.3       181.1      139.2
                                     ------     ------      ------     ------
Total benefits and expenses           273.8      175.2       687.1      523.4
                                     ------     ------      ------     ------
Operating income before income taxes   92.5       57.1       236.7      169.7
Provision for income taxes             32.3       20.0        82.4       58.2
                                     ------     ------      ------     ------

Operating income                     $ 60.2     $ 37.1      $154.3     $111.5
                                     ======     ======      ======     ======
                                                                   
</TABLE>

Individual Products operating income increased $23.1 or 62.3% over the 
third quarter of 1996 and $42.8 or 38.4% compared to the first nine 
months of 1996.  Excluding the Chubb Life acquisition, internal growth 
resulted in operating income increases over the prior year of 6.7% and 
10.4% for the third quarter and first nine months, respectively.

Excluding the impact of the Chubb Life acquisition, new first-year life 
insurance premiums and receipts for policyholder accounts for the first 
nine months of 1997 decreased $34.6 or 18.4% from the prior year nine 
months, primarily due to a large bank owned life insurance case written in 
1996.  Renewal and single life premiums increased 4.8%, excluding 
Chubb Life, for the first nine months of 1997.  Including Chubb Life, total 
premiums and receipts for policyholder accounts for life products 
increased 48.4% to $767.3 for the first nine months of 1997.

Net investment income in 1997 increased $56.1 or 48.1% for the third 
quarter and $104.1 or 30.3% for the first nine months, consistent with the 
increase in policyholder fund balances and the acquisition of Chubb Life.  
Average policyholder fund balances of interest sensitive products, 
excluding Chubb Life, of $4,235 for the first nine months of 1997 
represent an 8.8% increase over the $3,893 of average fund balances for 
the same period in 1996.

Policy benefits, excluding Chubb Life, increased $4.6 or 3.5% over the 
prior third quarter and $7.3 or 1.9% for the nine months.  Increases in fund 
balances resulted in interest credited to policyholder funds increasing $5.7 
or 9.5% for the quarter and $16.3 or 9.4% for the nine months.  While 
death benefits for the third quarter were 0.1% higher than in 1996, year-to-
date death benefits declined 2.2%.  In addition, surrender benefits on 
traditional coverages have declined from the prior year by 16.8% and 
14.6% for the quarter and the nine months, respectively, due to better 
persistency in the career distribution channel and in the block of business 
assumed from Kentucky Central Life (KCL) in 1995.

Excluding Chubb Life, 1997 expenses were down $11.4 or 25.2% for the 
third quarter and $19.8 or 14.2% for the nine months.  General and 
administrative expenses have declined due to efficiencies realized from 
the integration of purchased businesses.  Amortization of deferred 
acquisition costs on the KCL block declined $10.7 or 31.1% for the first 
nine months, due to improved persistency in the block.

                                     -13-
<PAGE>

Annuity and Investment Products

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

<TABLE>
<CAPTION>

                                    Three Months Ended      Nine Months Ended
                                        September 30           September 30      
                                      1997       1996         1997      1996
                                     ------     ------       ------    ------
<S>                                  <C>        <C>          <C>       <C>
Premiums, considerations,
  and other income                   $ 23.1     $  7.4       $ 47.9    $ 59.6
Net investment income                 111.4       95.2        326.7     279.9
                                     ------     ------       ------    ------
Total revenues                        134.5      102.6        374.6     339.5
                                                                         
Policy benefits                        86.0       65.6        242.0     236.4
Expenses                               23.2        9.5         49.7      30.1
                                     ------     ------       ------    ------
Total benefits and expenses           109.2       75.1        291.7     266.5
                                     ------     ------       ------    ------
Operating income before income taxes   25.3       27.5         82.9      73.0
Provision for income taxes              9.3        9.6         29.4      25.1
                                     ------     ------       ------    ------

Operating income                     $ 16.0     $ 17.9       $ 53.5    $ 47.9
                                     ======     ======       ======    ======
</TABLE>

Operating income decreased 10.6% or $1.9 from the third quarter of 1996 
and increased 11.7% or $5.6 over the first nine months of the prior year.  
The addition of the Chubb Life companies did not result in a material 
contribution to AIP operating income.  However, funding of the Chubb 
Life acquisition involved a reallocation of corporate capital which reduced 
AIP's net investment income by $0.7 and $1.2, net of tax, for the third 
quarter and nine months, respectively.  This reduction, along with non-
recurring expenses related to the relocation of back office functions from 
Michigan to Greensboro, resulted in the third quarter decline in operating 
results over the prior year.  For the year-to-date period, favorable 
operating income effects from the increase in assets under management 
more than offset the third quarter decline.  Average assets under 
management (net of reinsurance) increased 19.6% to $5,825.4 from the 
first nine months of 1996 as a result of internal growth, the third quarter 
1996 recapture of a block of periodic payment annuities from affiliates of 
Household International, Inc. (Household) and the Chubb Life AIP assets 
under management of $355.1.

Fixed annuity receipts for the first nine months of 1997 were $474.7 
compared to $412.2 for the same period in 1996.  Fixed annuity benefits 
and surrenders as a percentage of beginning fund balances were 11.6% 
and 10.0% in the first nine months of 1997 and 1996, respectively.  
Annuity surrenders may increase as the percentage of the business that can 
be withdrawn by policyholders without incurring a surrender charge 
increases.

Reported spreads (the difference between yield on the investment portfolio 
less interest credited to policyholders) on general account products were
relatively flat compared to the prior year for both the third quarter and
the nine months.  
                                -14-
<PAGE>

Excluding Chubb Life, premiums, considerations and other income 
increased $3.8 or 51.4% from the third quarter of 1996 and decreased 
$30.3 or 50.8% for the nine months.  The year-to-date decline occurred on 
record sales of single premium immediate annuities in the first half of 
1996 and increased competition in that market in the first half of 1997.  
Chubb Life's broker-dealer subsidiary has contributed $17.7 of revenue 
since the acquisition.  Net investment income increased $16.2 or 17.0% 
and $46.8 or 16.7%, for the quarter and year, respectively, as assets under 
management increased.  Also, the average investment yield increased 4 
basis points to 7.44% for the third quarter of 1997 as compared to the 
third quarter of 1996.  On a year to date basis, average investment yields 
were 7.46% in 1997, an improvement of 4 basis points over the yield for 
the first nine months of 1996.

Policy benefits, excluding Chubb Life, increased $13.4 or 20.4% for the 
third quarter and decreased $5.2 or 2.2% for the nine months, as the 
change in policy reserves decreased commensurate with fewer sales of 
single premium immediate annuities.  This decrease was partially offset by 
an increase in credited interest corresponding to higher levels of 
policyholder fund balances.  Excluding Chubb Life, expenses increased 
$1.4 or 14.7% for the quarter and $0.3 or 1.0% on a year to date basis.  
General and administrative expenses, excluding Chubb Life, were up $1.4 
or 35.7% over the prior year third quarter and were up 21.0% year-to-date 
due in part to the relocation of back office functions.  Chubb Life 
expenses of $19.3 since the acquisition consist primarily of broker/dealer 
commissions related to sales of variable rate products.


Group Products

Group Products provides a wide range of group insurance products for 
employers and their employees primarily in the Southeast and Southwest.  
It offers conventionally-insured and alternatively-funded medical benefits 
as well as a variety of life, disability income, dental and retirement plans.  
Operating results were:

<TABLE>
<CAPTION>

                                   Three Months Ended      Nine Months Ended
                                      September 30             September 30      
                                     1997      1996           1997      1996
                                    ------    ------         ------    ------
<S>                                 <C>       <C>            <C>       <C>
Premiums, considerations,
  and other income                  $102.9    $114.4         $333.9    $351.9
Net investment income                 11.7      11.8           36.0      35.6
                                    ------    ------         ------    ------
Total revenues                       114.6     126.2          369.9     387.5

Policy benefits                       90.6      97.4          284.2     291.7
Expenses                              20.8      20.1           67.0      64.4
                                    ------    ------         ------    ------
Total benefits and expenses          111.4     117.5          351.2     356.1
                                    ------    ------         ------    ------
Operating income before income
  taxes                                3.2       8.7           18.7      31.4
Provision for income taxes             1.1       3.2            6.3      10.8
                                    ------    ------         ------    ------

Operating income                    $  2.1    $  5.5         $ 12.4    $ 20.6
                                    ======    ======         ======    ======

</TABLE>
                                     -15-
<PAGE>

Overall, Group operating income declined $3.4 or 61.8% in the third 
quarter of 1997 compared to 1996 as a result of difficult industry 
conditions in the accident and health insurance lines.  On a year to date 
basis, operating income remains behind prior year results by $8.2 or 
39.8%.  As a percentage of total revenues, operating income was 3.4% for 
the first nine months in comparison to 5.3% for the same period in 1996.  
Premiums continue to decline due to the competitive environment and as a 
result of policy lapses, caused in part by rate increases.  For the first nine 
months of 1997, policy benefits as a percentage of premiums, 
considerations and other income increased to 85.1% from 82.9%.

The favorable mortality trend noted in the first half of 1997 continues to 
have a positive impact on life results.  Group life and annuity results 
improved 6.3% to $2.7 for the third quarter and 36.5% to $9.3 for the first 
nine months of 1997.  Life premiums increased $1.0 during the nine 
months, primarily due to growth in existing cases.

Group accident and health results of $3.1 for the nine months were down 
77.5% from the same period of 1996.  Third quarter results of $(0.6) were 
$3.6 lower than in 1996.  Conventional medical coverages continue to be 
impacted by increased utilization of health care services and medical 
inflation, which escalated during the third quarter.  Rate increases have 
partially mitigated these factors.  Favorable medical experience in 
alternatively-funded medical coverages in 1996 has returned to more 
typical levels in 1997.  Disability results improved slightly over the 
second quarter of 1997, but remain below the prior year due to an increase 
in the new claims rate and a decrease in the claims termination rate.

Communications

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

<TABLE>
<CAPTION>

                                    Three Months Ended      Nine Months Ended
                                       September 30            September 30      
                                      1997      1996         1997       1996
                                     ------    ------       ------     ------
<S>                                  <C>       <C>          <C>        <C>

Communications revenues              $42.7     $40.7        $135.2     $120.2
Net investment income
  (interest expense)                   (.9)     (0.6)         (4.0)       1.8
                                     ------    ------       -------    -------
Total revenues                        41.8      40.1         131.2      122.0

Operating costs                       28.1      27.0          88.4       79.1
Depreciation and amortization          2.8       2.4           8.7        6.9
General expenses                       1.3       1.0           3.4        2.8
                                     ------    ------       -------    -------
Total expenses                        32.2      30.4         100.5       88.8
                                     ------    ------       -------    -------
Operating income before income taxes   9.6       9.7          30.7       33.2
Provision for income taxes             3.9       3.9          12.5       12.4
                                     ------    ------       -------    -------

Operating income                     $ 5.7     $ 5.8        $ 18.2     $ 20.8
                                     ======    ======       =======    =======
</TABLE>

Operating income from the Communications segment declined $2.6 or 
12.5% compared to the first nine months of 1996.  Results for 1997 and 
1996 were positively impacted by interest income of $0.3 and $2.6, 
respectively, on income tax refunds.  Excluding the impact of these 
refunds, operating income for the first nine months of 1997 were 1.6% 
behind 1996, due to the substantial Olympic and political revenues in 
1996.  Net investment income in 1997 reflects interest expense on debt to 
finance acquisitions made since June 30, 1996, versus income from the tax 
refund in 1996.  Operating income for the third quarter was 1.7% less than 
in 1996, with revenues and expenses increasing primarily due to 
acquisitions.
                                     -16-
<PAGE>

Net sale of time for the Radio division increased 20.4% and 24.4% for the 
third quarter and first nine months of 1997, respectively.  These increases 
were the result of acquisitions and a favorable advertising environment.  
On a same station basis, adjusting for the effect of the late 1996 
acquisitions in San Diego and the early 1997 acquisition in Denver, nine 
month Radio revenues are up 9.8% while broadcast cash flows are up 
9.2%.

Due to continued strong audience levels and the favorable advertising 
environment, Television properties generated a 10.0% increase in 
revenues over the third quarter and first nine months of 1996.  This trend 
is expected to continue at a similar pace.  Although cost of sales were up 
13.0% consistent with the increase in net sales, operating expenses were 
relatively flat on a year-to-date basis resulting in a 22.7% increase in 
broadcast cash flow.

Revenue from Sports operations decreased 4.1% over the prior year's first 
nine months as a result of non-recurring Olympic revenues realized in 
1996.  Cost of sales increased 10.2% primarily as a result of producing a 
greater number of lower margin events, resulting in a 31.7% decrease in 
broadcast cash flow.  Third quarter 1997 results were $1.5 below the prior 
year, due to non-recurring Olympic programming in 1996.

Total expenses increased 5.9% over the third quarter and 13.2% over the 
first nine months of 1996 primarily due to the acquisition of radio 
properties and the increase in the number of Sports events.  On a year-to-
date basis, expenses as a percent of communications revenues increased 
from 73.9% for 1996 to 74.3% for 1997, with the increase attributable to 
amortization of intangibles due to acquisitions.


Other

Activities of the parent company and passive investment affiliates, 
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 the "Other" category.  The following table 
summarizes the operating results:

<TABLE>
<CAPTION>

                                   Three Months Ended      Nine Months Ended
                                      September 30            September 30      
                                     1997      1996          1997      1996
                                    ------    ------        ------    ------
<S>                                 <C>       <C>           <C>       <C>
Earnings on investments             $ 4.5     $ 4.9         $ 16.8    $15.2
Interest expense on debt and 
    Exchangeable Securities          (9.5)     (6.2)         (17.9)   (18.5)
Operating expenses                   (3.8)     (2.7)         (13.5)   (11.3)
Federal and state income                                     
  tax benefits                        6.9       2.3           14.0      7.6
                                     -----    ------        -------   ------
                                     (1.9)     (1.7)          (0.6)    (7.0)
Dividends on Capital Securities
  and mandatorily redeemable
  preferred stock                    (7.0)     (0.8)         (18.6)    (2.5)
                                    ------    ------        -------   ------

Operating income                    $(8.9)    $(2.5)        $(19.2)   $(9.5)
                                    ======    ======        =======   ======

</TABLE>
                                     -17-

<PAGE>

Earnings on investments declined during the third quarter of 1997 due to 
investment sales to fund acquisitions.  Interest expense and dividends on 
Capital Securities and mandatorily redeemable preferred stock increased 
for the same reason.  Operating expenses represent costs incurred to fund 
corporate activities and will fluctuate based on the level of those
activities.  Federal and state income tax benefits include the tax
benefits of preferred dividends on Capital Securities, which are recorded
gross of related tax effects.

CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES 
AND LIQUIDITY

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

Total assets increased $5,256 or 29.9% during the first nine months of 
1997.  Excluding Chubb Life's total assets of $4,839 as of September 30, 
1997, the increase was 2.4%.  The 2.4% growth represents cash provided 
by operating activities and net financing activities offset by the 
consideration paid for Chubb Life and cash dividends paid to 
shareholders.  Excluding Chubb Life, policyholder fund balances 
increased $246 or 2.1% from year end.  Asset values also increased during 
the nine months due to changes in market values of "available for sale" 
investments.

The Insurance segment defers the costs of acquiring new business, 
including commissions, certain costs of underwriting and issuing policies, 
and agency office expenses.  Deferred acquisition costs were $719 at 
September 30, 1997, which includes $21 related to Chubb Life, versus 
$669 at December 31, 1996, an increase of 7.5%.  The balance increased 
by $146 for newly capitalized costs and was decreased by amortization of 
$68 and by $28 for the effect of net unrealized investment gains and 
losses.

Value of business acquired (VOBA) represents the actuarially-determined 
present value of future gross profits of each business acquired.  This asset 
was $661 at September 30, 1997 versus $265 at December 31, 1996, an 
increase of $396.  VOBA of $482 related to Chubb Life was recorded at 
the purchase.  Total net amortization for the first nine months of 1997 was 
$19 and the asset was further decreased by $67 for the effect of net 
unrealized investment gains and losses.

Cost in excess of net assets acquired (goodwill) was $233 at September 
30, 1997 and $86 at December 31, 1996.  Goodwill of $150 was recorded 
as of the Chubb Life purchase date.  The pre-Chubb Life goodwill relates 
to the acquisitions of AH Life and Communications properties.  As of 
September 30, 1997 the remaining amortization period of goodwill was 32 
years, on a weighted-average basis.  Goodwill as a percentage of 
stockholders' equity was 8.9% at September 30, 1997 and 3.7% at 
December 31, 1996.

JP had reinsurance receivables of $1,230 and $1,185 at September 30, 
1997 and December 31, 1996 respectively, and policy loans of $835 and 
$879 as of each date, 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.  Household has provided payment, performance 
and capital maintenance guarantees with respect to the balances 
receivable.  JP also had a recoverable of $97 at September 30, 1997 from a 
single reinsurer related to a block of business of Chubb Life that is 50% 
reinsured.  JP and the reinsurer are joint and equal owners of $192 in 
securities which support the block.

                                     -18-
<PAGE>

Capital Resources

Stockholders' Equity

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

<TABLE>
<CAPTION>

                                          September 30      December 31
                                              1997              1996
                                             ------            ------

<S>                                          <C>               <C>
Total assets                                 $22,818           $17,562
Total stockholders' equity                     2,616             2,297
Ratio of stockholders' equity to assets        11.5%             13.1%

</TABLE>

The Company's ratio of capital to assets declined as a result of the 
increase in total assets due to the Chubb Life acquisition.  Stockholders' 
equity includes net unrealized gains on securities of $612 at September 30, 
1997 and $501 at December 31, 1996.

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

The Insurance segment is subject to regulatory constraints.  The National 
Association of Insurance Commissioners (NAIC) has adopted risk-based 
capital (RBC) levels for life insurers, requiring minimum levels of 
statutory capital based on formulas related to investment and business 
risks.  The Company's insurance subsidiaries, including the Chubb Life 
companies, currently have statutory RBC levels well above required 
levels.  The NAIC is in the process of codifying statutory accounting 
principles.  Based on a preliminary review of the draft accounting 
principles currently available, the Company does not expect the 
codification to have a materially adverse impact on statutory surplus of its 
life insurance subsidiaries.

In managing its capital position, JP measures required capital for each of 
its major product lines in a manner similar to methods utilized by 
regulatory authorities for RBC requirements.  Capital is allocated to 
product lines in amounts which management believes are prudent and 
necessary to cover all risks inherent in the book of business.  Management 
also focuses on investment quality and other indications of capital 
adequacy, such as operating leverage, capital and surplus ratios and the 
ratio of higher risk assets as a percentage of statutory capital and surplus.  
Management believes that the ratios it employs are more conservative than 
those prevailing in the life insurance industry.

JP Life, AH Life and Chubb Life have been assigned the following ratings 
by the following agencies:

<TABLE>
<CAPTION>


                       JP Life      AH Life      Chubb Life
                            
<S>                     <C>          <C>            <C> 
A.M. Best               A++          A++            A+
Standard & Poor's       AAA          AAA            AA
Duff and Phelps         AAA          AAA            AAA
Moody's                 Aa2          Aa3             -

</TABLE>
                                     -19-
<PAGE>

Following the announced acquisition of Chubb Life, A.M. Best, Standard 
and Poor's, Moody's, and Duff and Phelps all reaffirmed their ratings for 
both JP Life and AH Life.

Debt and Exchangeable Securities

The following table delineates the Company's outstanding debt and 
Exchangeable Securities:

<TABLE>
<CAPTION>

                                                 September 30     December 31
                                                     1997             1996    
                                                    ------           ------
                                          
<S>                                                 <C>              <C>
Automatic Common Exchange Securities (ACES),
  (cost $132)                                       $187             $148
Mandatorily Exchangeable Debt Securities (MEDS),
  (cost $150)                                        145               - 
Other                                                  3               -
                                                    ----             ----
    Total long-term                                  335              148
                                                    ----             ----
Commercial paper                                     194              222
Other                                                 53               -
                                                    ----             ----
    Total short-term                                 247              222
                                                    ----             ----
Total Exchangeable Securities and other debt        $582             $370
                                                    ====             ====
</TABLE>

In April 1997, the Company privately placed $75 of 6.95% MEDS and in 
June 1997, the Company privately placed $75 of 6.65% MEDS.  The 
discussion of these issuances contained in Note 3 on page 7 is 
incorporated herein by reference.

The ACES and MEDS are carried at fair value, which fluctuates based on 
the market value of NationsBank stock.  Changes in the carrying value of 
these securities (which amounted to a year to date increase of $39 for 
ACES and a decrease of $5 for MEDS), net of deferred income taxes, are 
recorded to net unrealized gains on securities in stockholders' equity.

Chubb Life had outstanding debt of $55 as of the effective date of the 
purchase and $56 as of September 30, 1997.  Of this amount, $53 
represents borrowings on a $60 short-term revolving line of credit with a 
bank that facilitates a special insurance funding program for 
policyholders.

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

JP has sold U. S. Treasury obligations under repurchase agreements 
involving various counterparties, accounted for as financing arrangements.  
Proceeds are used to purchase securities with longer durations as an 
asset/liability management strategy.

                                     -20-
<PAGE>

Capital Securities

In January and March 1997, the Company privately placed $200 of 8.14% 
Capital Securities A and $100 of 8.285% Capital Securities Series B.  Net 
proceeds were temporarily invested prior to closing of the Chubb Life 
acquisition, in major part by reducing short-term borrowings under JP's 
ongoing commercial paper program.


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.

Consolidated cash provided by operations for the third quarter and first 
nine months of 1997 were $196 and $454, respectively, and $518 and 
$825 for the corresponding periods of 1996.  Prior year third quarter and 
year-to-date cash flows from operations were impacted by cash of 
approximately $462 received in conjunction with the retrocession 
assumption of periodic payment annuities from Household.

The Company used cash of $758 during the second quarter of 1997 to 
purchase Chubb Life.  Such amount represents the purchase price less 
cash held by Chubb Life at the acquisition date.  Exclusive of the $758, 
net cash provided/(used) in investing activities was $(191) and $(146) for 
the three month and nine month periods ended September 30, 1997, 
respectively.  For the third quarter and first nine months of 1996, such 
amounts were $(199) and $(628), respectively.  The variation in the year-
to-date amounts reflects the 1997 liquidation of investments in the months 
preceding the Chubb Life acquisition, with the proceeds used to partially 
fund the acquisition.  The majority of the liquidation process was 
completed during 1997's first quarter.

Proceeds from the issuance of securities were $450 for the nine months of 
1997 (MEDS of $150 during second quarter and Capital Securities of 
$300 during first quarter).  Net borrowings/(repayments) from short-term 
debt and securities sold under repurchase agreements were $(65) and $37 
for the third quarter of 1997 and 1996, respectively.  Net 
borrowings/(repayments) from short-term borrowing and securities sold 
under repurchase agreements were $(111) and $122 for the first nine 
months of 1997 and 1996, respectively.  The 1997 amounts reflect 
maturities of securities sold under reverse repurchase agreements and the 
fact that in 1997 cash available for short-term investing was instead used 
to pay down short-term borrowings.  Cash inflows/(outflows) from 
changes in policyholder contract deposits were $(8) and $74 for the third 
quarter of 1997 and 1996, respectively, and $105 and $77, respectively, 
for the first nine months of each year.  Chubb Life contributed $127 
toward the 1997 net inflow of policyholder deposits.  Cash was used to 
pay common dividends of $(85) and $(76) during the first nine months of 
1997 and 1996, respectively.

Primary sources of cash from the Insurance segment are premiums, other 
insurance considerations, receipts for policyholder accounts, investment 
sales and maturities and investment income.  Primary uses of cash include 
payment of insurance benefits, operating expenses, withdrawals from 
policyholder accounts, costs related to acquiring new business, income 
taxes and investment purchases.

                                     -21-
<PAGE>

Primary sources of cash from the Communications segment are revenues 
from advertising and sports and entertainment production.  Primary uses 
of cash include payment of agency commissions, cost of sales, operating 
expenses and income taxes.

In order to meet the parent company's dividend payments, debt servicing 
obligations and other expenses, internal dividends are received from the 
subsidiary companies.  Total internal cash dividends paid to the parent 
company from its subsidiaries during the first nine months were $382 in 
1997 and $117 in 1996.  JP Life has been the primary source of dividends.  
Of the 1997 dividends to JP by its subsidiaries, $219 from JP Life was 
specifically to assist in funding the Chubb Life acquisition.  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.  Because 
of the extraordinary dividends paid by JP Life and Chubb Life during the 
second quarter of 1997, any future dividends by these companies through 
April 1998 will require regulatory approval.  During that period the 
Company estimates it will seek regulatory approval for JP Life dividends 
of $35.  The Company has no reason to believe that such approval will be
withheld.

Cash and short-term investments were $18 and $105 at September 30, 
1997 and December 31, 1996, respectively.  Additionally, fixed income 
and equity securities held by the parent company and non-regulated 
subsidiaries were $560 and $483 at September 30, 1997 and December 31, 
1996, respectively.  These securities, less the $332 (at September 30, 
1997) of NationsBank stock which supports the Exchangeable Securities, 
are considered to be sources of liquidity to support the Company's 
strategies.  Total trading securities and debt and equity securities available 
for sale at September 30, 1997 were $10,803.

Year 2000 Conversion Costs

The Company has been analyzing the Year 2000 computer systems 
problem since 1995.  During the course of this analysis the Company has 
ascertained that failure to alleviate Year 2000 systems problems could 
result in a material disruption to the Company's operations in the year 
2000.  A centralized oversight and project management process has been 
put into place to facilitate compliance of all Company information systems 
prior to the end of 1999.  The assessment phase of the Year 2000 effort 
(including mainframe and alternative systems) is complete for the majority 
of systems and several have been brought into Year 2000 compliance.  
The remainder of this effort is expected to be completed over the next 
eighteen months utilizing internal and external resources, with remaining
external costs estimated at approximately $10.


Investments

JP's strategy for managing the insurance investment portfolio is to 
dependably meet pricing assumptions while achieving the highest possible 
after-tax returns over the long term.  Cash flows are invested primarily in 
fixed income securities. The nature and quality of the various types of 
investments held by insurance subsidiaries must comply with state 
regulatory requirements.  The Company has a formal investment policy 
that governs overall quality and diversification.

                                     -22-

JP held the following carrying amounts of investments:

<TABLE>
<CAPTION>

                                         September 30          December 31
                                             1997                  1996
                                           --------              --------

<S>                                     <C>       <C>         <C>       <C>
Publicly-issued bonds                   $11,212    63.3%      $ 8,249    57.9%
Privately-placed bonds                    2,416    13.7         2,249    15.8
Commercial mortgage loans                 1,587     9.0         1,323     9.3
Common stock                                893     5.0           906     6.4
Policy loans                              1,410     8.0         1,212     8.5
Preferred stock                              44     0.2            75     0.5
Real estate                                  73     0.4            75     0.5
Cash and other invested assets               64     0.4           159     1.1
                                        -------   -----       -------   -----
Total                                   $17,699   100.0%      $14,248   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, which as a percentage 
of total investments declined in 1997 due to the Chubb Life acquisition.

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

<TABLE>
<CAPTION>


                                         September 30          December 31
                                             1997                  1996
                                           --------              --------

<S>                                    <C>       <C>          <C>       <C>
Bonds near or in default               $     2    0.0%        $    12    0.1%
Bonds below investment grade               690    3.9             432    3.1
Mortgage loans 60 days
 delinquent or in foreclosure                6     -                9     -  
Mortgage loans restructured                 13    0.1              14    0.1
Foreclosed properties                        6     -                3     -
                                       -------  -----         -------  -----
Sub-total, higher risk assets              717    4.0             470    3.3
All other investments                   16,982   96.0          13,778   96.7
                                       -------  -----         -------  -----
Total cash and investments             $17,699  100.0%        $14,248  100.0%
                                       =======  =====         =======  =====
</TABLE>

The level of below investment grade bonds, which has increased slightly 
during 1997, is within the maximum limitations authorized by the Finance 
Committee.  JP attempts to identify well structured private placements 
offering enhanced yields and public non-investment grade bonds in the 
highest tier of ratings just below investment grade.

The investment policy permits the use of derivative financial instruments 
such as futures contracts and interest rate swaps in conjunction with 
specific direct investments.  The Company uses interest rate swaps to 
protect against interest rate fluctuations, to modify the interest 
characteristics of certain blocks of annuity contracts, and, on occasion, to 
protect against yield curve changes between identifying and closing 
mortgage loan and private placement investments.  As in all investments, 
the Company is exposed to credit risks when entering into swap 
agreements.  The Company limits credit risk by entering into agreements 
with multiple counterparties having high credit ratings.  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 $201 and $254 were open as of September 30, 1997 and 
December 31, 1996, respectively.  Termination of these arrangements 
under then current interest rates would result in a potential gain of $3.  
The periodic cash settlements under these arrangements are reflected as an 
adjustment to investment income.

                                     -23-
<PAGE>

JP sells call options on selected common stock holdings to reduce the 
market risk of these equities and as an additional source of investment 
returns.  Premiums received from these options are applied to reduce the 
basis of the shares called or are recorded as investment income upon 
expiry.  The Policy permits a portfolio up to $50 in trading securities 
shares for the primary purpose of writing covered call options to enhance 
returns.  Considerations received were $2 in the first nine months of 1997 
and $7 for the year ended December 31, 1996.  Currently this program is 
not being utilized.

Collateralized Mortgage Obligations (CMO's) were:

<TABLE>
<CAPTION>

                                       September 30       December 31
                                           1997               1996
                                         --------           --------
<S>                                       <C>                <C>
Available for sale, at fair value:
  Federal agency issued CMO's             $2,307             $2,059
  Corporate private-labeled CMO's          1,421                913
                                          ------             ------
Total                                     $3,728             $2,972
                                          ======             ======

</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.  Chubb Life had CMO's of $783 at September 30, 1997, 
resulting in the overall increase since year end 1996.  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.

Due to the high quality and liquid nature of these investments, the 
Company believes that the impairment risks associated with these 
securities are no greater than those applicable to direct agency or 
corporate issues.

Asset/Liability Management

The asset/liability management process focuses primarily on the 
management of interest rate risk.  JP monitors the duration (a measure of 
sensitivity to interest rate changes) of insurance liabilities compared to the 
duration of assets backing the insurance lines.  Responsibility for this 
monitoring lies with JP's Asset/Liability Management Committee, which 
monitors and refines the portfolio with a goal of prudently balancing 
profitability and risk.  Separate asset portfolios have been established for 
different insurance products.  The Company also considers the timing of 
the cash flows arising from the assets and liabilities under different 
interest rate scenarios.

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 1996 Form 10-K.  Reference is made to 
the earlier discussion of the NAIC's initiative to codify statutory 
accounting principles (see Capital Resources).

                                     -24-
<PAGE>

Consolidation in the life insurance industry is expected to continue, and 
there is an increasing possibility of federal legislation in 1998 that would 
allow banks, insurance companies and investment banks to affiliate.

During the third quarter of 1997, ten year U.S. Treasury rates decreased 
approximately 37 basis points after having remained relatively flat for the 
first six months of the year.  As a result, unrealized gains on fixed income 
securities increased during the third quarter.  Further, throughout the first 
nine months of 1997, competitive forces in the fixed income markets have 
resulted in compression of risk premiums over Treasury securities that can 
be earned on new investments.  In a falling interest rate environment, the 
risk of prepayment on some fixed income securities increases, causing 
funds to be reinvested at lower yields.  The Company limits this risk by 
concentrating the bond portfolio on non-callable securities and through 
careful selection of CMO's that are structured to minimize cash flow 
volatility.  In addition, the Company reviews interest crediting rates, at 
least on an annual basis.  Where appropriate, the Company adjusts 
crediting rates to reflect the yield of its investment portfolio and its 
assumptions for pricing and profitability and to prudently match assets and 
liabilities.  As is typical in the industry, the Company's life and annuity 
products contain minimum rate guarantees regarding interest credited.  For 
interest sensitive life products the minimum rates range from 
approximately 4.0% to 6.0%, with an approximate weighted average of 
4.5%.  For annuity products, the minimum rates range from 3.0% to 5.5%, 
with the greatest concentration in the 3.5% to 4.0% range.

Falling interest rates can also impact demand for the Company's products, 
as bank certificates of deposit with no surrender charges and higher 
average returns from equity markets may become more attractive to 
potential customers as well as to existing policyholders.

Accounting Pronouncements

See Note 5 on page 8, 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 
"External Trends and Forwarding Looking Information" and other risks 
detailed from time to time in the Company's SEC filings; to the risks that 
the business and/or operations of Chubb Life may deteriorate due to the 
acquisition, and that JP might fail to successfully complete synergistic 
strategies for cost reductions and for growth in sales of products of Chubb 
Life and other insurance subsidiaries through all existing and acquired 
distribution channels; and more generally, to: general economic 
conditions; competitive factors, including pricing pressures, technological 
developments, new product offerings and the emergence of new 
competitors; interest rate trends and fluctuations; and changes in federal 
and state laws and regulations, including, without limitation, changes in 
financial services industry or tax laws and regulations.  The Company 
undertakes no obligation to publicly update or revise any forward looking 
statements, whether as a result of new information, future developments or 
otherwise.

                                     -25-
<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.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

   (10) (iii)      Employment Agreement between the Registrant and David 
                   A. Stonecipher, President and Chief Executive Officer, 
                   effective September 15, 1997.

   (27)            Financial Data Schedule

(b)  Reports of Form 8-K

The following reports on Form 8-K were filed during the third quarter of 
1997:

   (i)    For May 13, 1997, Form 8-K/A-1 providing pro-forma financial 
          statements related to the Chubb Life acquisition.
  (ii)    For February 23, 1997, Form 8-K/A-1 updating Item 7, Exhibit 2 
          because the Registrant no longer seeks confidential treatment for 
          certain provisions of the Stock Purchase Agreement previously 
          redacted.  A corresponding amendment to the Form 10-K for 
          1996 was also filed.


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 14, 1997

     By (Signature)   /s/Reggie D. Adamson       
     (Name and Title)  Reggie D. Adamson, Senior Vice President-Finance
                                          (Principal Accounting Officer)
     Date     November 14, 1997


                                      -26-
<PAGE>