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 June 30, 1998                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, 1998                                     106,090,236

<PAGE>

                        JEFFERSON-PILOT CORPORATION


                                    INDEX


                                                                - Page No. -

Part I.  Financial Information
         Consolidated Unaudited Condensed Balance Sheets            3
           - June 30, 1998 and December 31, 1997 


         Consolidated Unaudited Condensed Statements of Income
           - Three Months and Six Months ended
             June 30, 1998 and 1997                                 4


         Consolidated Unaudited Condensed Statements of Cash Flows
           - Six Months ended June 30, 1998 and 1997                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                                       24


Signatures                                                         24

                                    -2-
<PAGE>

PART I.  FINANCIAL INFORMATION

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

<CAPTION>
                                                        June 30     December 31
                                                         1998           1997
                                                      ----------    -----------
<S>                                                   <C>           <C>
Debt securities available for sale, at fair value
   (amortized cost $10,086 and $9,748)                $   10,537    $   10,155
Debt securities held to maturity, at amortized cost 
   (fair value $3,813 and $3,892)                          3,689         3,790 
Equity securities available for sale, at fair value
   (cost $79 and $88)                                      1,037           892
Equity securities trading portfolio, at fair value
   (cost $1 and $1)                                            1             1
Mortgage loans on real estate                              1,798         1,716
Other investments                                          1,550         1,540
Cash and cash equivalents                                     38             9
                                                      ----------    ----------
Total cash and investments                                18,650        18,103
Accrued investment income                                    234           217  
Due from reinsurers                                        1,409         1,526
Deferred policy acquisition costs and value
   of business acquire                                     1,393         1,364
Cost in excess of net assets acquired                        235           225
Assets held in separate accounts                           1,568         1,282
Other assets                                                 345           414
                                                      ----------    ----------
Total assets                                          $   23,834    $   23,131
                                                      ==========    ==========     

Policy liabilities                                    $   17,427    $   17,497    
Debt:
   Commercial paper and revolving credit borrowings          289           285
   Exchangeable Securities and other debt                    396           331             
Securities sold under repurchase agreements                  293            95
Liabilities related to separate accounts                   1,568         1,282
Tax liabilities                                              321           235
Accounts payable, accruals and other liabilities             295           321
                                                      ----------    ----------
                                                          20,589        20,046
                                                      ----------    ----------
Guaranteed preferred beneficial interest in
   subordinated debentures ("Capital Securities")            300           300
                                                      ----------    ----------
Mandatorily redeemable preferred stock                         3            53
                                                      ----------    ----------
Stockholders' Equity:
Common stock                                                 133            93                                                    13
Retained earnings                                          2,061         1,964
Accumulated other comprehensive income -
   net unrealized gains on securities                        748           675
                                                      ----------    ----------      
                                                           2,942         2,732
                                                      ----------    ----------
   Total liabilities and stockholders' equity         $   23,834    $   23,131
                                                      ==========    ==========

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
                                            1998     1997      1998    1997
                                           ------   ------    ------  ------
<S>                                        <C>      <C>       <C>     <C>
Revenue:
Premiums and other considerations          $  265   $  294    $  555  $  534
Net investment income                         301      278       602     516
Realized investment gains                      18       41        61     102
Communications sales                           48       41        95      92
Other                                          18       12        34      13
                                           ------   ------    ------  ------
   Total revenue                              650      666     1,347   1,257
                                           ------   ------    ------  ------

Benefits and Expenses:
Insurance and annuity benefits                331      360       686     656
Insurance commissions                          78       71       149     112
General, administrative and other expenses     50       45       115      94
Communications operations                      29       26        60      60
                                           ------   ------    ------  ------
   Total benefits and expenses                488      502     1,010     922
                                           ------   ------    ------  ------

Income before income taxes                    162      164       337     335
Provision for income taxes                     54       55       111     113
                                           ------   ------    ------  ------
Net income                                    108      109       226     222
Dividends on Capital Securities and  
   perferred stock                              6        7        13      12
                                           ------   ------    ------  ------
Net income available to common
   stockholders                            $  102   $  102    $  213  $  210
                                           ======   ======    ======  ======

Comprehensive income                       $  138   $  214    $  286  $  236
                                           ======   ======    ======  ======

Average number of shares outstanding        106.3    106.2     106.3   106.2
                                           ======   ======    ======  ======

Net Income Per Share of Common Stock:

Net income available to common
   stockholders before realized investment 
   gains, net of income taxes              $ 0.85   $ 0.71    $ 1.64  $ 1.36
Realized investment gains, net of income
   taxes                                     0.10     0.25      0.37    0.62
                                           ------   ------    ------  ------
Net income available to common 
   stockholders                            $ 0.95   $ 0.96    $ 2.01  $ 1.98
                                           ======   ======    ======  ======

Net income available to common 
   stockholders - assuming dilution        $ 0.94   $ 0.95    $ 1.99  $ 1.97
                                           ======   ======    ======  ======
                                                  
Dividends declared per common share        $0.295   $0.267    $ 0.59  $0.533
                                           ======   ======    ======  ======

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>



                                                        Six Months Ended
                                                            June 30
                                                         1998      1997
                                                        ------    ------
<S>                                                     <C>       <C>
Net cash provided by operations                         $ 227     $ 289
                                                        ------    ------
Cash Flows from Investing Activities:
Investments sold (purchased), net                        (259)       44
Acquisition of subsidiaries, net of cash received         -        (758)
Other investing activities                                 (3)        1
                                                        ------    ------
Net cash used in investing activities                    (262)     (713)
                                                        ------    ------ 

Cash Flows from Financing Activities:
Issuance of Capital Securities                            -         300
Net short-term borrowings (repayments)                    202       (46)
Issuance of securities                                    -         150
Cash dividends paid                                       (74)      (57)
Issuance (repurchase) of common shares, net               (14)        2
Policyholder contract deposits, net                       -          80
Redemption of preferred stock                             (50)      -
                                                        ------    ------
Net cash provided by financing activities                  64       429
                                                        ------    ------

Increase in cash and cash equivalents                      29         5
Cash and cash equivalents at beginning of period            9       108
                                                        ------    ------  
Cash and cash equivalents at end of period              $  38     $ 113
                                                        ======    ======

Supplemental Cash Flow Information:
Income taxes paid                                       $  90     $  75
                                                        ======    ======
Interest paid                                           $  19     $  15
                                                        ======    ====== 



See Notes to Consolidated Unaudited Condensed Financial Statements
</TABLE>
                                    -5-
<PAGE>

                          JEFFERSON-PILOT CORPORATION
                              
        NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
             (Dollar Amounts in Millions Except Share Information)

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, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998.
Certain prior year amounts have been reclassified to conform with the
current year presentation.

2.  Acquisition of Life Subsidiaries from The Chubb Corporation

Effective April 30, 1997 for accounting and tax purposes, Jefferson-
Pilot Corporation (JP or the Company) acquired all the outstanding
shares of Jefferson Pilot Financial Insurance Company (JP Financial),
formerly named Chubb Life Insurance Company of America, from The Chubb
Corporation (Seller).  JP Financial's operations, principally universal
life, variable universal life and term insurance, are conducted
nationwide through JP Financial and its life insurance subsidiaries,
Jefferson Pilot LifeAmerica Insurance Company (formerly named Chubb
Colonial Life Insurance Company) and Chubb Sovereign Life Insurance
Company (which was merged into JP Financial on July 1, 1998).
Hereinafter, JP Financial and its subsidiaries are collectively referred
to as "JP Financial."  Jefferson Pilot Securities Corporation (formerly
Chubb Securities Corporation) is a full service NASD registered broker-
dealer.

The cost of the acquisition consisted of $775 cash paid by JP to Seller,
plus other acquisition costs.  In addition, JP Financial 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 and the issuance of
commercial paper.

The acquisition was accounted for using the purchase method.  As a
result, JP Financial's results of operations from May 1, 1997 forward
are included in the Company's financial statements.  During the first
quarter of 1998, the final allocation of purchase price to JP
Financial's tangible and identifiable intangible assets and liabilities
was completed, based on their respective fair values with the
difference, amounting to $163, 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.

The following pro-forma financial information has been prepared assuming
that the JP Financial acquisition had taken place at the beginning of
1997.  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

                                    -6-
<PAGE>

information is not necessarily indicative of results of operations that
would have been reported had the transaction actually been completed on
the date assumed.

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                              June 30, 1997
                                                            ----------------
<S>                                                               <C>
Revenue                                                           $1,369
                                                                  ======
Net income available to common stockholders
   before realized investment gains, net of income taxes          $  156
Realized investment gains, net of income taxes                        19
                                                                  ------
Net income available to common stockholders                       $  175
                                                                  ======
Net Income Per Share of Common Stock:

Net income available to common stockholders
   before realized investment gains, net of income taxes          $ 1.47   
Realized investment gains, net of income taxes                      0.18
                                                                  ------
Net income available to common stockholders                       $ 1.65
                                                                  ======
</TABLE>

On a pro-forma basis, net income available to common stockholders before
realized investment gains, net of income taxes, increased from $144 to
$156 for the six months ended June 30, 1997.  On a pro-forma basis,
realized investment gains, net of income taxes, are significantly lower
than actual for the six months ended June 30, 1997, because the pro-
forma amounts eliminate the effect of realized gains on invested assets
sold during the first quarter of 1997 to finance the JP Financial
acquisition.

3.  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.

                                    -7-
<PAGE>

4.  Accounting Pronouncements

As of January 1, 1998, the Company adopted SFAS 130, "Reporting
Comprehensive Income", which sets standards for the reporting and
display of comprehensive income and its components in financial
statements.  Adoption had no impact on the Company's net income or
stockholders' equity.  Comprehensive income consists of net income plus
other comprehensive income.  Currently, the only element of other
comprehensive income applicable to the Company is changes in unrealized
gains and losses on securities classified as available for sale.  Prior
year financial statements have been reclassified to conform to the
requirements of SFAS 130.

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.

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

On February 9, 1998, the Board authorized a three-for-two split of the
Company's common stock in the form of a 50% stock dividend distributed
on April 13, 1998 to shareholders of record as of March 20, 1998.  Prior
share and per share amounts have been restated to give retroactive
effect to the stock split.

                                    -8-
<PAGE>

6. 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
                                   1998         1997         1998         1997
                                   ----         ----         ----         ----
<S>                                <C>          <C>          <C>          <C>
Numerator:
 Net Income                        $108         $109         $226         $222
 Dividends on Capital                                                   
   Securities and
   preferred stock                    6            7           13           12
                                    ---          ---          ---          ---
 Numerator for earnings
   per share and earnings                                                
   per share - assuming                                                  
   dilution - Net income
   available to common
   stockholders                    $102         $102         $213         $210
                                    ===          ===          ===          === 
 Denominator:
  Denominator for earnings                                               
    per share - weighted-                                                 
    average shares                    
    outstanding             106,263,637  106,174,959  106,292,370  106,157,082
  Effect of dilutive                                                    
    securities:
     Employee stock options     902,440      460,079      855,654      438,107
                            -----------  -----------  -----------  -----------
  Denominator for earnings
    per share -assuming                                                   
    dilution - adjusted                                                   
    weighted-average shares                                               
    outstanding and assumed           
    conversions             107,166,077  106,635,038  107,148,024  106,595,189
                            ===========  ===========  ===========  ===========
 
Earnings per share                $0.95        $0.96        $2.01        $1.98
                                   ====         ====         ====         ====
Earnings per share -
  assuming dilution               $0.94        $0.95        $1.99        $1.97
                                   ====         ====         ====         ====
</TABLE>

                                    -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, 1998, 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, 1998 as compared to the same periods of
1997.  This discussion supplements Management's Discussion and Analysis
in Form 10-K for the year ended December 31, 1997, 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.
Prior share amounts have been restated to give retroactive effect to the
Company's three-for-two stock split, which was effective in April 1998.


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 Jefferson Pilot Financial Insurance
Company (referred to as JP Financial and formerly named Chubb Life
Insurance Company of America), and its subsidiary Jefferson Pilot
LifeAmerica Insurance Company (referred to as JPLA and formerly named
Chubb Colonial Life Insurance Company), which were acquired in the
second quarter of 1997.  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

In May 1997, the Company acquired JP Financial.  The discussion of this
acquisition 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.

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.

Operating income increased 21.1% over the prior year's first six months and
20.7% over the prior year's second quarter due to increased profitability
in the Insurance segment, especially from the JP Financial acquisition which
had operating results for six months in the current year and two months in the
prior year.  Group insurance results improved for the quarter and year to date,
as well.  Excluding the earnings impact of the JP Financial acquisition and

                                -10-
<PAGE>

related financing costs, as well as Group Products earnings, operating income
increased 7.8% over the first six months of 1997 and 7.0% over the second
quarter of 1997.  Net income increased 1.4% for the six months and declined
0.1% for the quarter, reflecting higher levels of realized investment gains in
1997 related to funding of the JP Financial acquisition.  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   Six Months Ended
                                               June 30            June 30
                                            1998     1997        1998    1997
                                           ------   ------      ------  ------
 <S>                                        <C>      <C>        <C>     <C>
 Consolidated Summary of Income
 Operating income                           $90.5    $75.0      $174.4  $144.0
 Realized investment gains, net              11.0     26.6        38.9    66.4
                                            -----    -----      ------  ------
 Net income available to
    common stockholders                    $101.5   $101.6      $213.3  $210.4
                                           ======   ======      ======  ======

Consolidated Earnings Per Share

Operating income                           $  .85   $  .71      $ 1.64  $ 1.36
Realized investment gains, net                .10      .25         .37     .62
                                             ----     ----        ----    ----
                                                                       
Net income available to
 common stockholders                       $ 0.95   $ 0.96      $ 2.01  $ 1.98
                                             ====     ====        ====    ====

Net income available to
 common stockholders - assuming dilution   $ 0.94   $ 0.95      $ 1.99  $ 1.97
                                             ====     ====        ====    ====
</TABLE>

Operating income per share increased 20.6% over the first half of 1997
and 19.7% over the second quarter of 1997, due primarily to improved
operating results in the Insurance segment, including the impact of the
JP Financial acquisition.  Net income per share increased 1.5% over the
first six months of 1997 and decreased 1.0% from the second quarter of
1997.  Earnings per share - assuming dilution increased 1.0% over the
first six months of 1997 and declined 1.1% from the second quarter of 1997.
Net realized gains decreased $27.5 and $15.6 from the first six months and
the second quarter of 1997.  The higher level of realized gains in 1997
related to the funding of the JP Financial acquisition.  The effective tax
rate declined in the first half as well as the second quarter of 1998 due
to an adjustment related to the tax effects of an equity method investment.

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

Operating Earnings by Business Segment

Operating income of the Insurance and Communications business segments
includes investment income but excludes net realized investment gains.

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.

                                    -11-
<PAGE>

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

<TABLE>
<CAPTION>
                                        Three Months Ended Six Months Ended
                                             June 30            June 30
                                          1998    1997       1998     1997
                                          ----    ----       ----     ----
  <S>                                     <C>      <C>      <C>      <C>
  Insurance segment:
   Individual Products                    $64.5    $52.4    $124.8   $94.2
   Annuity and Investment Products         19.3     18.4      39.0    37.6
   Group Products                           6.7      4.6      11.2    10.2
                                          -----    -----    ------   -----
                                           90.5     75.4     175.0   142.0

  Communications segment                    7.3      5.5      14.6    12.5
  Other                                    (7.3)    (5.9)    (15.2)  (10.5)
                                          -----    -----    ------   -----
  Operating income                         90.5     75.0     174.4   144.0
  Realized investment gains, net           11.0     26.6      38.9    66.4
                                          -----    -----    ------   -----
  Net income available to
    common stockholders                  $101.5   $101.6    $213.3  $210.4
                                          =====    =====     =====   =====
</TABLE>

Individual Products

The Individual Products distribution system offers a wide array of life and
health insurance products 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 Six Months Ended
                                                 June 30           June 30
                                               1998    1997     1998     1997
                                              ------  ------   ------   ------
  <S>                                         <C>     <C>      <C>      <C>
  Premiums, considerations, and other income  $183.6  $169.9   $381.6   $286.8
  Net investment income                        183.5   155.6    366.0    275.2
                                               -----   -----    -----    -----
  Total revenues                               367.1   325.5    747.6    562.0
  
  Policy benefits                              195.6   180.8    403.2    306.5
  Expenses                                      72.7    64.6    153.4    111.3
                                               -----   -----    -----    -----
  Total benefits and expenses                  268.3   245.4    556.6    417.8
                                               -----   -----    -----    -----
  Operating income before income taxes          98.8    80.1    191.0    144.2
  Provision for income taxes                    34.3    27.7     66.2     50.0
                                               -----   -----    -----    -----
  Operating income                           $  64.5  $ 52.4   $124.8   $ 94.2
                                               =====   =====    =====    =====
</TABLE>

Individual Products operating income increased $12.1 or 23.1% over the second
quarter of 1997 and $30.6 or 32.5% over the first six months of 1997, due
largely to the JP Financial acquisition.

Total premiums and receipts for policyholder accounts for life products
increased $33.5 or 11.6% over the second quarter of 1997 to $322.8 and $193.0
or 41.5% over the first six months of 1998 to $658.5.  The increase is
primarily attributable to sales of variable universal life products,
especially through JP Financial's regional marketing distribution channel, for
which 1998 results include six months of operations.  Other distribution
channels noted increases as well due to the cross selling of insurance products
for the various life insurance subsidiaries of the Corporation.

                                    -12-
<PAGE>

Net investment income in 1998 increased $27.9 or 17.9% over the second quarter
of 1997 and $90.8 or 33.0% over the first six months of 1997, consistent with
increases in policyholder fund balances and the acquisition of JP Financial.
Average policyholder fund balances on interest sensitive products of $6,946.2
for the first half of 1998 represent a 41.6% increase over the $4,904.5 of
average fund balances for the same period in 1997.

Policy benefits, excluding JP Financial, decreased $2.1 or 1.6% for the
second quarter, but increased $5.9 or 2.3% over the prior year's first half.
Increases in fund balances, excluding JP Financial, resulted in interest
credited to policyholder funds increasing $3.9 or 6.2% for the second quarter
and $9.1 or 7.4% for the first six months of 1998.  Death benefits, excluding
JP Financial, for the second quarter decreased $1.0 and increased $4.7 or 6.1%
year to date, reflecting improved mortality experience for the second quarter
of 1998.

Excluding JP Financial, 1998 expenses decreased slightly from the first six
months of 1997.  Commissions declined due to changes in product sales towards
lower commission products.  General and administrative expenses continued to
decline due to cost control measures.


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
                                          1998      1997      1998      1997
                                         ------    ------    ------    ------
  <S>                                    <C>       <C>       <C>       <C>
  Premiums and other considerations      $  5.5    $  7.7    $  9.8    $ 16.3
  Net investment income                   109.8     110.8     221.9     216.9
  Other income                             17.5      12.0      32.4      13.2
                                          -----     -----     -----     -----
  Total revenues                          132.8     130.5     264.1     246.4

  Policy benefits                          76.5      81.4     152.8     157.4
  Expenses                                 26.5      20.5      51.2      31.3
                                          -----     -----     -----     -----
  Total benefits and expenses             103.0     101.9     204.0     188.7
                                          -----     -----     -----     -----
  Operating income before income taxes     29.8      28.6      60.1      57.7
  Provision for income taxes               10.5      10.2      21.1      20.1
                                          -----     -----     -----     -----
  Operating income                       $ 19.3    $ 18.4    $ 39.0    $ 37.6
                                          =====     =====     =====     =====
</TABLE>

Operating income increased $0.9 or 4.9% over the second quarter of 1997 and
$1.4 or 3.7% over the first six months of the prior year. Average total assets
under management (net of reinsurance) of $6,153.3 for the first half of 1998
represented an increase of 5.7% from the first half of 1997, primarily as a
result of the JP Financial acquisition.  Average fixed annuity assets under
management (net of reinsurance) of $5,749.7 for the first half of 1998
represented an increase of 2.7% from the first half of 1997 while the second
quarter amount of $5,724.9 represented a decrease of 0.2%.

                                    -13-

<PAGE>

Fixed annuity receipts of $96.1 for the second quarter were down from $193.7
in 1997, while receipts for the first six months of 1998 were $193.0 compared
to $328.4 for the same period in 1997.  This decline was due to the low
interest rate environment and the relatively flat yield curve, resulting in
increased competition from equity products and bank certificates of deposit.
Fixed annuity benefits and surrenders as a percentage of beginning fund
balances, on an annualized basis, were 16.9% and 15.4% in the first six months
of 1998 and 1997.  Annuity surrenders may increase as the percentage of the
business that can be withdrawn by policyholders without incurring a surrender
charge increases.

Effective spreads represent the yield on the investment portfolio less
interest credited to policy-holders, adjusted for net deferral of bonus
interest.  The effective spread for the year ended December 31, 1997 was
2.13%.  The effective spread for the second quarter of 1998 was 2.08%, down
4 basis points from the first quarter of 1998, resulting in a six month 1998
spread of 2.10%.

The growth in other income is attributable to broker-dealer subsidiaries
acquired with JP Financial.  Net investment income decreased $1.0 or 1.0% for
the quarter and increased $5.0 or 2.3% for the six months, following trends in
the average fixed annuity assets under management.

Policy benefits decreased $4.9 or 6.0% for the quarter and $4.6 or 2.9% for
the first six months.  The growth in total expenses is attributable to
broker-dealer operations acquired with JP Financial.  General and
administrative expenses, excluding JP Financial, increased $1.6 for the
quarter and $1.6 or 19.3% for the year to date from the same periods of 1997.
The year over year increases are indicative of the fact that 1997 general and
administrative expenses were higher in the second half of the year.  Compared
to the third and fourth quarters of 1997, general and administrative expenses,
excluding JP Financial, declined during 1998.

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 life, disability income and dental plans as well as conventionally-
insured and alternatively-funded medical plans.  Operating results were:

<TABLE>
<CAPTION>

                                         Three Months Ended   Six Months Ended
                                              June 30              June 30
                                          1998      1997      1998       1997
                                         ------    ------    ------     ------
  <S>                                    <C>       <C>       <C>        <C>
  Group life premiums and
    other considerations                 $ 15.6    $ 18.9    $ 32.0     $ 37.8                                                    
  Group accident & health premiums and
    other considerations                   61.9      97.3     133.7      193.1
  Investment income, net of expenses       10.3      11.0      21.4       22.6
                                          -----     -----     -----      -----
  Total revenues                           87.8     127.2     187.1      253.5
  
  Policy benefits                          58.4      97.8     129.8      192.6
  Expenses                                 19.2      22.5      40.3       45.6
                                          -----     -----     -----      -----
  Total benefits and expenses              77.6     120.3     170.1      238.2
                                          -----     -----     -----      -----
  Operating income before income taxes     10.2       6.9      17.0       15.3
  Provision for income taxes                3.5       2.3       5.8        5.1
                                          -----     -----     -----      -----
  Operating income                       $  6.7    $  4.6    $ 11.2     $ 10.2
                                          =====     =====     =====      =====
</TABLE>

                                    -14-
<PAGE>

Group operating income increased $2.1 or 45.7% in the second quarter of 1998
compared to 1997 primarily as a result of medical rate increases and expense
reductions.  On a year to date basis, operating income increased $1.0 or 9.8%.
As a percentage of total revenues, operating income was 6.0% for the first
six months of 1998 in comparison to 4.0% for the same period in 1997.

Group continues to implement the strategic initiatives adopted in the fourth
quarter of 1997, with an increased emphasis on marketing life and disability
products, as well as renewal medical rate increases.  As a result, Group
experienced its highest quarterly earnings in the last two years.

Premiums declined during the first half due to the decision to withdraw from
the small group medical market and as a result of anticipated policy lapses,
caused primarily by renewal rate increases.  Group accident and health
premiums and other considerations of $61.9 were down 36.4% for the second
quarter and declined 30.8% to $133.7 on a year to date basis.  Disability
premiums decreased 16.1% to $7.4 in the second quarter of 1998 and decreased
4.1% to $15.1 in the first half of 1998, due to the loss of disability
coverage with one large client.  Excluding this client, disability premiums
increased 3.4% year to date.  Life premiums and other considerations decreased
17.5% to $15.6 versus $18.9 in the second quarter of 1997 and decreased 15.3%
to $32.0 versus $37.8 in the first half of 1997, primarily due to reinsurance
ceded effective January 1, 1998 and  markets exited during 1998.

Policy benefits as a percentage of premiums, considerations and other income
decreased in the second quarter of 1998 to 75.4% from 84.2%, and to 78.3%
from 83.4% for the six months.  The conventional medical loss ratio for the
first half of 1998 showed a marked improvement over that of a year ago.


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
                                        1998        1997      1998       1997
                                       ------      ------    ------     ------
     <S>                               <C>         <C>       <C>         <C>
     Communications sales and other
      income                           $ 47.6      $ 41.3    $ 96.1      $92.5
     Net investment income,
      net of expenses                     -            .1        .2         .2
     Financing costs                     (1.6)       (1.6)     (3.2)      (3.3)
                                        -----       -----     -----      -----
     Total revenues                      46.0        39.8      93.1       89.4
     
     Operating costs                     29.4        26.2      60.2       60.3
     Depreciation and amortization        2.9         3.0       5.8        5.9
     General expenses                     1.4         1.1       2.7        2.1
                                        -----       -----     -----      -----
     Total expenses                      33.7        30.3      68.7       68.3
                                        -----       -----     -----      -----

     Operating income before
      income taxes                       12.3         9.5       24.4      21.1
     Provision for income taxes           5.0         4.0        9.8       8.6
                                        -----       -----     ------     -----
     Operating income                  $  7.3      $  5.5      $14.6     $12.5
                                        =====       =====       ====      ====
</TABLE>

                                    -15-
<PAGE>

Operating income from the Communications segment increased $2.1 or 16.8%
compared to the first half of 1997. Second quarter operating income increased
$1.8 or 32.7% compared to the second quarter of 1997.

The Company's broadcasting properties continued to benefit from the generally
favorable advertising environment and the strong local economies in which it
operates.  Combined revenues for Radio and Television grew 11.5% and 11.2% over
the second quarter and first half of 1997, respectively.  Radio experienced
strong revenue growth in both quarters of 1998, resulting from programming
changes made in 1997 and increased demand for local advertising.  Two of the
television stations are CBS affiliates and benefited from robust winter
Olympic-related advertising during the first quarter.  However, Television
revenues remained relatively flat for the second quarter as national agency
sales continue to be sluggish, consistent with a nationwide trend.

Second quarter revenues in the Sports division increased $1.6 or 105.8% from
the 1997 quarter, although year-to-date revenues in the Sports business
declined $4.7 or 24.9%.  The year-to-date decline is a result of first quarter
factors, including a non-recurring sporting event held in the first quarter of
1997 and a decrease in collegiate-related basketball sales in 1998.

Broadcast cashflow grew by 19.9% and 11.3% for the second quarter and six
months ended June 30, respectively, as the strong growth of the broadcast
properties, particularly Radio, was partially offset by Sports' decline from
the strong prior year results.

Total expenses increased 11.2% and 0.6% for the second quarter and six months
ended June 30, respectively, consistent with the strong revenue growth,
partially offset by the decline in Sports.  On a year-to-date basis, expenses
as a percent of communications sales and other income decreased from 73.8% for
1997 to 71.5% for 1998, reflecting the shift from Sports programming towards
the higher margin Radio and Television broadcast activities.


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   Six Months Ended
                                             June 30              June 30
                                         1998       1997       1998      1997
                                         ----       ----       ----      ----
  <S>                                    <C>        <C>       <C>       <C>
  Earnings on investments                $7.1       $6.7      $12.1     $11.8
  Interest expense on debt and
     Exchangeable Securities             (8.3)      (5.2)     (17.4)     (8.4)
  Operating expenses                     (5.7)      (4.0)     (10.2)     (9.4)
  Federal and state income tax benefits   5.9        3.7       13.6       7.1
                                         ----       ----       ----      ----
                                         (1.0)       1.2       (1.9)      1.1
  Dividends on Capital Securities and
  mandatorily redeemable preferred stock (6.3)      (7.1)     (13.3)    (11.6)
                                         ----       ----       ----      ----
  Operating income                      $(7.3)     $(5.9)    $(15.2)   $(10.5)
                                         ====       ====       ====      ====
</TABLE>

                                    -16-
<PAGE>

Interest expense increased due to the issuance of the Mandatorily Exchangeable
Debt Securities (MEDS) during the second quarter of 1997.  Operating expenses
represent costs incurred to fund corporate activities and will fluctuate based
on the level of those activities.  Dividends were down for the quarter due to
the redemption of $50 of preferred stock, but were up for the six months
reflecting the issuance of Capital Securities in the first quarter of 1997.
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 $703 during the first six months of 1998 representing a
6.0% increase on an annualized basis.  This growth resulted from cash provided
by operating activities,increases in Separate Account assets and increases in
the market values of available for sale investments, offset by a decrease in
policyholder contract deposits (including a $123 decline related to COLI
business that is 100% coinsured to a third party), redemption of $50 of
preferred stock and payment of dividends.

The Insurance segment defers 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
$787 at June 30, 1998, up 6.0% from December 31, 1997.

Value of business acquired (VOBA) represents the actuarially-determined
present value of future gross profits of each business acquired.  VOBA was
$606 at June 30, 1998, a decrease of 2.6% since year end.  The decrease is
attributable to net amortization partially offset by purchase accounting
adjustments to net realizable values of purchased assets.

Cost in excess of net assets acquired (goodwill) was $235 at June 30, 1998
and $225 at December 31, 1997.  The increase was attributable to the final
allocation of the purchase price of JP Financial.  Goodwill as a percentage of
stockholders' equity was 8.0% at June 30, 1998 and 8.2% at December 31, 1997.

JP had reinsurance receivables of $1,117 and $1,250 at June 30, 1998 and
December 31, 1997 and policy loans of $833 and $834 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 $95 at June
30, 1998 from a single reinsurer related to a block of business of JP
Financial that is 50% reinsured.  JP and the reinsurer are joint and equal
owners of $191 in securities which support the block.

                                    -17-

<PAGE>

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

Stockholders' Equity

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

<TABLE>
<CAPTION>
                                            June 30          December 31
                                             1998                1997
                                            -------          -----------
  <S>                                       <C>                 <C>
  Total assets                              $23,834             $23,131
  Total stockholders' equity                  2,942               2,732
  Ratio of stockholders' equity to assets     12.3%               11.8%
</TABLE>

The Company's ratio of capital to assets increased as a result of earnings
retained and unrealized gains on available for sale securities.

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

The Insurance segment is subject to regulatory constraints.  The Company's
insurance subsidiaries have statutory surplus and risk based capital levels
well above required levels.  This has enabled JP Life, AH Life and JP
Financial to attain very strong claims paying ratings.  Standard & Poor's has
recently reaffirmed "AAA" claims paying ratings for JP Life and AH Life and
has upgraded JP Financial and JPLA from "AA" to "AAA."


Debt and Exchangeable Securities

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 year to date increases of $48.0 for ACES and
$17.1 for MEDS) are recorded to accumulated other comprehensive income - net
unrealized gains on securities in stockholders' equity, net of deferred income
taxes.

Mandatorily Redeemable Preferred Stock

Of the $53 of mandatorily redeemable preferred stock outstanding at December
31, 1997, $50 was redeemed upon request of the holder in April 1998.

While the Company has made no commitments for additional financing, additional
securities may be issued to finance acquisitions or for other corporate
purposes.
                                    -18-
<PAGE>

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 segment are premiums, other
insurance considerations, receipts for policyholder accounts, investment
sales and maturities and investment income.  Primary uses of cash include
purchase 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
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.

Cash provided by operations was $227 and $289 for the first six months of 1998
and 1997 as a result of a shift in policy receipts from traditional products
(which are reflected in operating cash flows) to interest sensitive products
(which are reflected in financing cash flows).

Net cash used in investing activities was $(262) and $(713) for the
first six months of 1998 and 1997.  The variance in the amounts reflects the
acquisition price of JP Financial, partially offset by sales of investments
made to partially fund the acquisition.  The majority of the investment sales
were completed during 1997's first quarter.

Net cash provided by financing activities was $64 and $429 for the
first six months of 1998 and 1997.  Proceeds from the issuance of securities
of $450 related to funding of the JP Financial acquisition drove the 1997
totals, while 1998 reflects the redemption of $50 of preferred stock.  The
Company made net short-term borrowings of $202 in 1998 versus net repayments
of $(46) in 1997.  The increased borrowings in 1998 related primarily to
securities sold under repurchase agreements, largely due to the expansion of
the repurchase program (which is an asset/liability management tool) to JP
Financial.  Cash outflows from changes in policyholder contract
deposits were $0 and $80 for the first half of 1998 and 1997.  The decrease
is a result of lower sales and higher withdrawals of policyholder funds in a
period of declining interest rates.

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 six months were $106 in 1998
and $351 in 1997.  JP Life and AH Life were the primary sources of these
dividends in 1998.  The level of dividends in 1997 was driven by funding of
the JP Financial 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.  A portion of the remaining dividends planned from
life subsidiaries for 1998 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 $673 and $564 at June 30, 1998 and December
31, 1997.  These securities, less the $392 (at June 30, 1998) of
NationsBank stock which supports the Exchangeable Securities, are considered
to be sources of liquidity to support the Company's strategies.

Total cash and cash equivalents, trading securities, and debt and equity
securities available for sale at June 30, 1998 were $11,613.

                                    -19-
<PAGE>

Investments

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

JP held the following carrying amounts of investments:

<TABLE>
<CAPTION>
                                          June 30           December 31
                                           1998                 1997
                                      ---------------    -----------------
<S>                                   <C>      <C>       <C>        <C>
Publicly-issued bonds                 $11,201   60.1%    $11,088     61.3%
Privately-placed bonds                  3,002   16.1       2,832     15.6
Commercial mortgage loans               1,798    9.6       1,716      9.5
Common stock                            1,035    5.6         893      4.9
Policy loans                            1,430    7.7       1,422      7.9
Preferred stock                            24    0.1          25      0.1
Real estate                                80    0.4          75      0.4
Other investments                          42    0.2          43      0.2        
Cash and cash equivalents                  38    0.2           9      0.1
                                       ------  -----      ------    -----
Total                                 $18,650  100.0%    $18,103    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 "A+", excluding mortgage loans.

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

<TABLE>
<CAPTION>
                                          June 30          December 31
                                           1998                1997
                                     ---------------    -----------------
<S>                                  <C>        <C>     <C>          <C>
Bonds near or in default             $     2    -  %    $     2      -  %
Bonds below investment grade             702    3.8         766      4.2
Mortgage loans 60 days
 delinquent or in foreclosure              3     -            7      0.1
Mortgage loans restructured               12    0.1          13      0.1
Foreclosed properties                      2     -            4       -
                                      ------  -----     -------    -----
Sub-total, higher risk assets            721    3.9         792      4.4
All other investments                 17,929   96.1      17,311     95.6
                                      ------   ----      ------    -----
Total cash and investments           $18,650  100.0%    $18,103    100.0%
                                      ======  =====      ======    =====
</TABLE>

The level of below investment grade bonds, which has decreased slightly during
1998, is within the guidelines authorized by the Finance Committee.

                                    -20-
<PAGE>

The Company's 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 $205 and $200 were open as of June 30, 1998 and December 31,
1997.  Termination of these arrangements under then current interest rates
would result in a potential gain of $9.  The periodic cash settlements under
these arrangements are reflected as an adjustment to investment income.

Collateralized Mortgage Obligations (CMO's), which are included in debt
securities available for sale, were:
<TABLE>
<CAPTION>
                                             June 30        December 31
                                              1998             1997
                                             -------        -----------
<S>                                          <C>              <C>
Federal agency issued CMO's                  $2,508           $2,398
Corporate private-labeled CMO's               1,476            1,485
                                              -----            -----
  Total                                      $3,984           $3,883
                                              =====            =====
</TABLE>
The Company's investment strategy with respect to CMO's focuses on actively-
traded, less volatile issues that produce relatively stable cash flows.  The
majority of CMO holdings are sequential tranches of federal agency issuers.
The CMO portfolio has been constructed with underlying mortgage collateral
characteristics and structure in order to lower cash flow volatility over a
range of interest rate levels.

Year 2000 Conversion Costs

The Year 2000 issue relates to the way computer systems and programs define 
calendar dates; they could fail or make miscalculations due to interpreting 
a date including "00" to mean 1900, not 2000.  Also, many systems and 
equipment that are not typically thought of as "computer-related" (referred 
to as "non-IT") contain imbedded hardware or software that may have a time 
element.

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

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

The most significant category of key business partners is financial
institutions.  Their critical functions include safeguarding and management 
of investment portfolios, processing of the Company's operating bank 
accounts, and sales/distribution.  Other partner categories include 

                                   -21-
<PAGE>

suppliers of communication services, utilities, materials and supplies.  
Based on the importance of each relationship, the Company is defining a 
strategy to determine compliance.

The target for completion of all phases is the third quarter 1999.  The 
Company has completed the assessment and strategy phases for mainframe 
applications, operating systems and hardware.  Currently, approximately 45% 
of all mainframe systems are compliant.  With respect to significant 
policyholder systems, the Company is on schedule to complete all phases by 
the end of 1998.   For PC/LAN systems, the Company intends to complete 
remediation and certification during the third quarter of 1999.

The majority of the Company's non-IT related systems and equipment are 
currently Year 2000 compliant, based primarily on verbal communication with 
vendors.  Compilation of written documentation regarding compliance is 
underway and is scheduled to be completed by the third quarter 1999.  With 
respect to key business partners, the assessment and strategy phases are in 
the preliminary stages, with the Company in the process of compiling a 
list.  The Company has conducted surveys of all its software and hardware 
vendors, and testing is underway.  For business partners with whom the 
Company engages in electronic transfer of information, sample testing will 
be conducted.

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.

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

Since inception of the project, the Company has incurred external costs of 
$4 and internal costs of $4.  Current estimates, based on actual experience 
to date, project a total expense for the project of $26, with remaining 
external costs of $8 and internal costs of $10.  Current year costs are 
expected to be $7, which are expensed as incurred.  There has not been a 
material adverse impact on the Company's operations or financial condition 
as a result of IT projects being deferred due to resource constraints 
caused by the Year 2000 project.

With respect to contingency plans for critical policyholder systems, the 
Company has long recognized that there is no viable alternative if these 
systems are non-compliant.  Thus, the Company targeted completion of 
critical policyholder systems by year end 1998, allowing for unanticipated 
delays.  Certification of these systems as compliant remains on schedule.  
For non-IT systems and equipment and key business partners, the Company 
intends to assess their compliance and consider alternative providers, 
where necessary.  The Company will continue to reassess the need for formal 
contingency plans, based on progress of Year 2000 efforts by the Company 
and third parties.

Although the Company expects its critical systems to be compliant by year 
end 1998, 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, failure to identify all 
susceptible systems, non-compliance by third parties whose systems and 
operations impact the Company, and other similar uncertainties.  A 
reasonably possible worst case scenario might include one or more of the 
Company's significant policyholder systems or broadcasting inventory

                                   -22-
<PAGE>

management systems being non-compliant.  Such an event could result in a 
material disruption to the Company's operations.  Specifically, the Company 
could experience an interruption in its ability to collect and process 
premiums, broadcast commercial spots, process claim payments, safeguard and 
manage its invested assets and operating cash accounts, accurately maintain 
policyholder information, accurately maintain accounting records, and/or 
perform adequate customer service.  Should the worst case scenario occur it 
could, depending on its duration, have a material impact on the Company's 
results of operations and financial position.


MARKET RISK EXPOSURES

With respect to the Company's exposure to market risks, see management's
comments in the 1997 Form 10-K.

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 1997 Form 10-K.

With respect to accounting pronouncements, see Note 4 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 here 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 Conversion Costs","Market Risk
Exposures", "External Trends and Forward Looking Information" and other risks
detailed from time to time in the Company's SEC filings; to the risks that JP
might fail to successfully complete synergistic strategies for cost reductions
and for growth in sales of products of JP Financial and other insurance
subsidiaries through all existing and acquired distribution channels; to
business interruption risks if the comapny does not timely complete its Year
2000 compliance project; and more generally, to: general economic conditions;
competitive factors, including pricing pressures, technological developments,
new product offerings and the emergence of new competitors; interest rate
trends and fluctuations; and changes in federal and state laws and regulations,
including, without limitation, changes in financial services industry or tax
laws and regulations.  The Company undertakes no obligation to publicly update
or revise any forward looking statements, whether as a result of new
information, future developments or otherwise.
                              
                            
                                    -23-

<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

  (27)  Financial Data Schedule

(b)  Reports of Form 8-K
  
  No reports on Form 8-K were filed during the second quarter of 1998.

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     August 14, 1998
  
   By (Signature)   /s/Reggie D. Adamson
   (Name and Title)  Reggie D. Adamson, Senior Vice President - Finance
                                        (Principal Accounting Officer)
   Date     August 14, 1998

                                    -24-