As filed with the Securities and Exchange Commission on August 25, 2005
                                                 Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8

                     REGISTRATION STATEMENT
                              Under
                   The Securities Act of 1933

                   JEFFERSON-PILOT CORPORATION
       (Exact name of issuer as specified in its charter)

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

    100 North Greene Street, Greensboro, North Carolina 27401
             (Address of principal executive office)

                   JEFFERSON-PILOT CORPORATION
            NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                       (Full Title of Plan)

Robert A. Reed, Vice President, Secretary, and Corporate Counsel
    100 North Greene Street, Greensboro, North Carolina 27401
             (Name and address of agent for service)

      Telephone number of agent for service (336) 691-3375
                 Facsimile number (336) 691-3258
                e-mail: bob.reed@jpfinancial.com

                 CALCULATION OF REGISTRATION FEE
Title of          Amount to be        Proposed        Proposed        Amount of
Securities to     registered          maximum         maximum      registration
be registered                         offering price  aggregate       fee
                                      per share       offering price
Jefferson-Pilot
Corporation
common stock,
$1.25 par value   425,000 shares (1)  $49.65          $21,101,250 (2) $2,483.62


(1) Securities registered also include rights which are attached to the shares
    of common stock, pursuant to the agreement referenced in Exhibit 4.3
    hereto.

(2) Pursuant to Rule 457(c) and (h), based on the average of the high and low
    sales prices per share of the Registrant's common stock reported in the
    consolidated reporting system for August 18, 2005.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents heretofore filed by Jefferson-Pilot
Corporation  (the "Registrant") with the Securities and  Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated  by
reference in the Registration Statement:

     (a) The Registrant's latest annual report filed on Form 10-
K;

     (b) All other reports filed by the Registrant pursuant  to
Sections 13(a) or 15(d) of the Exchange Act since the end of  the
fiscal  year  covered by the annual report  referred  to  in  (a)
above; and

     (c)  The  description  of  the Registrant's  common  stock
contained in the Registrant's Registration Statement filed  under
Section  12  of  the  Exchange Act, including  any  amendment  or
reports filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to  the filing of a post-effective amendment to this Registration
Statement which indicates that all of the shares of common  stock
offered  have been sold or which deregisters all of  such  shares
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference in this Registration Statement and to be a part  hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality  of the securities offered  hereby  has  been
passed  upon  by Robert A. Reed, Esq., Vice President,  Secretary
and  Corporate Counsel of the Registrant, who owns shares in  and
holds  stock  options of the Registrant and who  participates  in
employee benefit plans of Registrant.

Item 6.  Indemnification of Directors and Officers.

     The information  contained in Item 20 of the  Registrant's
Form  S-4 Registration Statement No.  333-56369 filed on November
24, 1999 is incorporated by reference.

     The Corporation has purchased a Director's  and  Officer's
Liability  policy with National Union Fire Insurance  Company,  a
member  company  of American International Group.   Only  Side  A
coverage  was  purchased.  This covers the personal liability  of
directors  and  officers of the Corporation and its subsidiaries,
but  not  any  liability of our corporate entities.   The  policy
period is September 28, 2004 to September 28, 2005.  The limit of
liability is $15 million.  There is no deductible; this is  first
dollar coverage.

     The policy  will pay any loss of any director  or  officer
arising  from a claim (including a securities claim)  first  made
against the director or officer during the policy period for  any
actual  or  alleged wrongful act in the capacity of director  and
officer.  But the director or officer would not collect under the
policy  if the Corporation has covered the loss through indemnity
as described in Item 20 referenced above.

     Wrongful  act  includes any actual  or  alleged  employment
practice  violation or other actual or alleged  breach  of  duty,
neglect,  error, misstatement, misleading statement, omission  or
act  by the director or officer in his or her capacity or status.
Important  exclusions include deliberate criminal  or  deliberate
fraudulent  acts  or the gaining of any profit  or  advantage  to
which the director or officer would not be legally entitled.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits are listed in the Exhibit Index.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are  being  made,  a  post-effective  amendment   to   this
     Registration Statement:

              (i)    To  include  any  prospectus required  by  Section 10(a)
       (3) of the  Securities  Act  of 1933, as amended  (the "Securities
       Act");

              (ii)   To  reflect in the prospectus any  facts or events arising
       after the effective  date  of this  Registration  Statement (or the most
       recent post-effective  amendment thereof) which, individually,  or  in
       the aggregate, represent a fundamental  change  in  the information  set
       forth in this Registration Statement (or the most recent post-effective
       amendment thereof); and

              (iii)  To include any  material  information  with respect  to
       the plan of distribution not previously disclosed in the Registration
       Statement or any material change to such information in the Registration
       Statement;

       provided,however,that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
       apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed
       with or furnished to the Commission by the Registrant pursuant to
       Section 13 or Section 15(d) of the Exchange Act that  are incorporated
       by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

          (3)  To  remove  from registration by means  of  a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar  as  indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
provisions described in Item 6, or otherwise, the Registrant  has
been  advised that in the opinion of the Securities and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed   in   the   Securities   Act,   and   is,   therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court of appropriate jurisdiction the question  of
whether  such indemnification by itself is against public  policy
as  expressed in the Securities Act and will be governed  by  the
final adjudication of such issue.

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Greensboro, the State of North Carolina, on this 25th day  of
August 2005.

                                        Jefferson-Pilot
Corporation
                                        (Registrant)


                                        /s/ Theresa M. Stone
                                        Theresa M. Stone
                                        Executive Vice President


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.



Signature                Title                           Date

/s/ Dennis R. Glass      President and Chief             August 25, 2005
Dennis R. Glass          Executive Officer
                         (Principal Executive Officer)
                         and Director

/s/ Theresa M. Stone     Executive Vice President &      August 25, 2005
Theresa M. Stone         Chief Financial Officer
                         (Principal Financial Officer)

/s/ Reggie D. Adamson    Senior Vice President and       August 25, 2005
Reggie D. Adamson        Treasurer
                         (Principal Accounting Officer)

William H. Cunningham, Robert G. Greer, George W. Henderson, III,
Gary  C.  Kelly, Elizabeth V. Long, William Porter Payne, Patrick
S.  Pittard,  Donald S. Russell, Jr., David A.  Stonecipher,  and
Isaiah Tidwell, each as a Director.*

*By his signature set forth below, Robert A. Reed has signed this
Registration  Statement as attorney for the persons noted  above,
in the capacities above stated, pursuant to powers of attorney  -
a form thereof is filed with the Commission as Exhibit 24 to this
Registration Statement.

Date:  August 25, 2005

     /s/ Robert A. Reed
     Robert A. Reed, Attorney in Fact


                          EXHIBIT INDEX


Exhibit
Number   Description

4.1      Articles  of  Incorporation and amendments  that  have  been approved
         by shareholders are incorporated by reference to  Form 10-Q
         (Commission file no. 1-5955) for the first quarter 1996

4.2      By-laws as amended November 3, 2003 are incorporated by reference to
         Form 10-K for 2003

4.3      Amended and Restated Rights Agreement dated November 7, 1994  between
         Jefferson-Pilot Corporation and  Wachovia Bank,  N.A.  (formerly First
         Union National  Bank),  as Rights Agent, was included in Form 8-K for
         November  7, 1994,  and Amendment to Rights Agreement dated February
         8,  1999 was included in Form 8-K for February 8, 1999; both
         (Commission file no. 1-5955) are incorporated  by reference

5        Opinion  of  Robert  A.  Reed,  Esq.,  Vice  President, Secretary
         and Corporate Counsel of the Registrant

23A      Consent of Ernst & Young LLP

23B      Consent of Counsel (included in Exhibit 5)

24       Form of Power of Attorney for certain officers and directors of the
         Registrant


                                                        EXHIBIT 5




August 25, 2005


Jefferson-Pilot Corporation
100 North Greene Street
Greensboro, NC 27401

Ladies and Gentlemen:

You  have requested my opinion as to the legality of any original
issue  shares  of  common stock, par value $1.25  per  share,  of
Jefferson-Pilot  Corporation  (the "Corporation")  which  may  be
distributed pursuant to the Corporation's Non-Employee Directors'
Stock Option Plan (the "Plan"), which shares of common stock  you
are   seeking  to  register  with  the  Securities  and  Exchange
Commission under the provisions of the Securities Act of 1933, as
amended.

As  Vice  President,  Secretary  and  Corporate  Counsel  of  the
Corporation, I am generally familiar with its legal affairs.   In
addition,  I  have  examined  such documents  as  I  have  deemed
appropriate for the purpose of this opinion.

In  my  opinion, if authorized but previously unissued shares  of
common stock of the Corporation
shall be issued and sold or delivered to participants in the Plan
pursuant  to  the  provisions thereof, the said  shares  will  be
legally issued, fully paid and non-assessable.

I  hereby consent to be named, in the registration statement, and
amendments thereto, by which the securities to be issued pursuant
to  the  Plan  are  registered with the Securities  and  Exchange
Commission,  and  in  any prospectus which is  part  thereof,  as
counsel  for the Corporation who has passed upon the legality  of
the  securities  registered thereby.  I further  consent  to  the
filing  of  this  opinion  as  an  exhibit  to  the  registration
statement.  I do not concede by these consents that I come within
the category of persons whose consent is required under Section 7
of  the  Securities Act of 1933, as amended, or by the rules  and
regulations of the Securities and Exchange Commission under  that
Act.

Very truly yours,


/s/ Robert A. Reed
Robert A. Reed
Vice President, Secretary and Corporate Counsel

                                                      EXHIBIT 23A



    Consent of Independent Registered Public Accounting Firm

We  consent to the incorporation by reference in the Registration
Statement  (Form S-8 being filed August 25, 2005)  pertaining  to
the  Jefferson-Pilot  Corporation Non-Employee  Directors'  Stock
Option Plan of our reports dated March 11, 2005, with respect  to
the consolidated financial statements and schedules of Jefferson-
Pilot   Corporation,  Jefferson-Pilot  Corporation   management's
assessment   of  the  effectiveness  of  internal  control   over
financial  reporting, and the effectiveness of  internal  control
over financial reporting of Jefferson-Pilot Corporation, included
in  its Annual Report (Form 10-K) for the year ended December 31,
2004, filed with the Securities and Exchange Commission.



/s/ Ernst & Young LLP


Ernst & Young LLP


Greensboro, North Carolina
August 23, 2005


                                                      EXHIBIT 24


                      POWER OF ATTORNEY


KNOW  ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or  director of Jefferson-Pilot Corporation, a North Carolina
corporation, does hereby constitute and appoint Robert  A.  Reed,
Richard T. Stange, and Andrea H. Fox, and each of them (with full
power  of  substitution  to  appoint  any  Senior  Officer,  Vice
President,  Secretary or Assistant Secretary of the  Company)  as
his  true  and lawful attorney and agent, to do any and all  acts
and  things  and  to execute any and all instruments  which  said
attorney and agent may deem necessary or advisable:

(i)  to enable the said corporation to comply with the Securities
     Act  of  1933,  as  amended, and any rules, regulations  and
     requirements  of the Securities and Exchange  Commission  in
     respect  thereof, in connection with the registration  under
     the  said  Securities Act of securities of said  corporation
     offered  or  sold  pursuant to the  Non-Employee  Directors'
     Stock  Option  Plan  to  its  directors  ("JP  Securities"),
     including  specifically, but without limiting the generality
     of the foregoing, the power and authority to sign for and on
     behalf  of  the  undersigned the name of the undersigned  as
     officer  and/or  director  of  the  said  corporation  to  a
     registration  statement  or to any amendment  thereto  filed
     with  the  Securities and Exchange Commission in respect  to
     said  JP Securities and to any instrument or document  filed
     as  part  of, as an exhibit to or in connection  with,  said
     registration statement or amendment; and

(ii) to register or qualify said JP Securities for sale under the
     securities  or Blue Sky Laws of all such States  as  may  be
     necessary or appropriate to permit therein the offering  and
     sale   of  said  JP  Securities  as  contemplated  by   said
     registration statement, including specifically, but  without
     limiting  the  generality of the foregoing,  the  power  and
     authority  to sign for and on behalf of the undersigned  the
     name  of  the  undersigned as an officer and/or director  of
     said  corporation  to any application, statement,  petition,
     prospectus,  notice or other instrument or document,  or  to
     any  amendment thereto, or to any exhibit filed  as  a  part
     thereto or in connection therewith, which is required to  be
     signed  by  the undersigned and to be filed with the  public
     authority  or  authorities administering said securities  or
     Blue  Sky  Laws  for  the  purpose  of  so  registering   or
     qualifying said  JP Securities;

and the undersigned does hereby ratify and confirm as his own act
and  deed  all  that said attorney and agent (or the  substitute)
shall do or cause to be done by virtue hereof.

IN   WITNESS  WHEREOF,  the  undersigned  has  subscribed   these
presents.



                               _____________________________(SEAL)
                               Name:

Date: May 23, 2005 for Gary C. Kelly
      May 2, 2005 for Isaiah Tidwell
      February 9, 2004 for William H. Cunningham
      February 9, 2004 for Robert G. Greer
      February 9, 2004 for George W. Henderson
      February 9, 2004 for Elizabeth V. Long
      February 9, 2004 for William P. Payne
      February 9, 2004 for Patrick S. Pittard
      February 9, 2004 for Donald S. Russell, Jr.
      February 9, 2004 for David A. Stonecipher
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As filed with the Securities and Exchange Commission on August 25, 2005
                                                 Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8

                     REGISTRATION STATEMENT
                              Under
                   The Securities Act of 1933

                   JEFFERSON-PILOT CORPORATION
       (Exact name of issuer as specified in its charter)

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

    100 North Greene Street, Greensboro, North Carolina 27401
             (Address of principal executive office)

                   JEFFERSON-PILOT CORPORATION
            NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                       (Full Title of Plan)

Robert A. Reed, Vice President, Secretary, and Corporate Counsel
    100 North Greene Street, Greensboro, North Carolina 27401
             (Name and address of agent for service)

      Telephone number of agent for service (336) 691-3375
                 Facsimile number (336) 691-3258
                e-mail: bob.reed@jpfinancial.com

                 CALCULATION OF REGISTRATION FEE
Title of          Amount to be        Proposed        Proposed        Amount of
Securities to     registered          maximum         maximum      registration
be registered                         offering price  aggregate       fee
                                      per share       offering price
Jefferson-Pilot
Corporation
common stock,
$1.25 par value   425,000 shares (1)  $49.65          $21,101,250 (2) $2,483.62

(1) Securities registered also include rights which are attached to the shares
    of common stock, pursuant to the agreement referenced in Exhibit 4.3
    hereto.

(2) Pursuant to Rule 457(c) and (h), based on the average of the high and low
    sales prices per share of the Registrant's common stock reported in the
    consolidated reporting system for August 18, 2005.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents heretofore filed by Jefferson-Pilot
Corporation  (the "Registrant") with the Securities and  Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated  by
reference in the Registration Statement:

     (a) The Registrant's latest annual report filed on Form 10-
K;

     (b) All other reports filed by the Registrant pursuant  to
Sections 13(a) or 15(d) of the Exchange Act since the end of  the
fiscal  year  covered by the annual report  referred  to  in  (a)
above; and

     (c)  The  description  of  the Registrant's  common  stock
contained in the Registrant's Registration Statement filed  under
Section  12  of  the  Exchange Act, including  any  amendment  or
reports filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to  the filing of a post-effective amendment to this Registration
Statement which indicates that all of the shares of common  stock
offered  have been sold or which deregisters all of  such  shares
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference in this Registration Statement and to be a part  hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality  of the securities offered  hereby  has  been
passed  upon  by Robert A. Reed, Esq., Vice President,  Secretary
and  Corporate Counsel of the Registrant, who owns shares in  and
holds  stock  options of the Registrant and who  participates  in
employee benefit plans of Registrant.

Item 6.  Indemnification of Directors and Officers.

     The information  contained in Item 20 of the  Registrant's
Form  S-4 Registration Statement No.  333-56369 filed on November
24, 1999 is incorporated by reference.

     The Corporation has purchased a Director's  and  Officer's
Liability  policy with National Union Fire Insurance  Company,  a
member  company  of American International Group.   Only  Side  A
coverage  was  purchased.  This covers the personal liability  of
directors  and  officers of the Corporation and its subsidiaries,
but  not  any  liability of our corporate entities.   The  policy
period is September 28, 2004 to September 28, 2005.  The limit of
liability is $15 million.  There is no deductible; this is  first
dollar coverage.

     The policy  will pay any loss of any director  or  officer
arising  from a claim (including a securities claim)  first  made
against the director or officer during the policy period for  any
actual  or  alleged wrongful act in the capacity of director  and
officer.  But the director or officer would not collect under the
policy  if the Corporation has covered the loss through indemnity
as described in Item 20 referenced above.

     Wrongful  act  includes any actual  or  alleged  employment
practice  violation or other actual or alleged  breach  of  duty,
neglect,  error, misstatement, misleading statement, omission  or
act  by the director or officer in his or her capacity or status.
Important  exclusions include deliberate criminal  or  deliberate
fraudulent  acts  or the gaining of any profit  or  advantage  to
which the director or officer would not be legally entitled.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits are listed in the Exhibit Index.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are  being  made,  a  post-effective  amendment   to   this
     Registration Statement:

              (i)    To  include  any  prospectus required  by  Section 10(a)
       (3) of the  Securities  Act  of 1933, as amended  (the "Securities
       Act");

              (ii)   To  reflect in the prospectus any  facts or events arising
       after the effective  date  of this  Registration  Statement (or the most
       recent post-effective  amendment thereof) which, individually,  or  in
       the aggregate, represent a fundamental  change  in  the information  set
       forth in this Registration Statement (or the most recent post-effective
       amendment thereof); and

              (iii)  To include any  material  information  with respect  to
       the plan of distribution not previously disclosed in the Registration
       Statement or any material change to such information in the Registration
       Statement;

       provided,however,that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
       apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed
       with or furnished to the Commission by the Registrant pursuant to
       Section 13 or Section 15(d) of the Exchange Act that  are incorporated
       by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

          (3)  To  remove  from registration by means  of  a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar  as  indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
provisions described in Item 6, or otherwise, the Registrant  has
been  advised that in the opinion of the Securities and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed   in   the   Securities   Act,   and   is,   therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court of appropriate jurisdiction the question  of
whether  such indemnification by itself is against public  policy
as  expressed in the Securities Act and will be governed  by  the
final adjudication of such issue.

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Greensboro, the State of North Carolina, on this 25th day  of
August 2005.

                                        Jefferson-Pilot
Corporation
                                        (Registrant)

                                        /s/ Theresa M. Stone
                                        Theresa M. Stone
                                        Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature                Title                           Date

/s/ Dennis R. Glass      President and Chief             August 25, 2005
Dennis R. Glass          Executive Officer
                         (Principal Executive Officer)
                         and Director

/s/ Theresa M. Stone     Executive Vice President &      August 25, 2005
Theresa M. Stone         Chief Financial Officer
                         (Principal Financial Officer)

/s/ Reggie D. Adamson    Senior Vice President and       August 25, 2005
Reggie D. Adamson        Treasurer
                         (Principal Accounting Officer)

William H. Cunningham, Robert G. Greer, George W. Henderson, III,
Gary  C.  Kelly, Elizabeth V. Long, William Porter Payne, Patrick
S.  Pittard,  Donald S. Russell, Jr., David A.  Stonecipher,  and
Isaiah Tidwell, each as a Director.*

*By his signature set forth below, Robert A. Reed has signed this
Registration  Statement as attorney for the persons noted  above,
in the capacities above stated, pursuant to powers of attorney  -
a form thereof is filed with the Commission as Exhibit 24 to this
Registration Statement.

Date:  August 25, 2005

     /s/ Robert A. Reed
     Robert A. Reed, Attorney in Fact

                          EXHIBIT INDEX

Exhibit
Number   Description

4.1      Articles  of  Incorporation and amendments  that  have  been approved
         by shareholders are incorporated by reference to  Form 10-Q
         (Commission file no. 1-5955) for the first quarter 1996

4.2      By-laws as amended November 3, 2003 are incorporated by reference to
         Form 10-K for 2003

4.3      Amended and Restated Rights Agreement dated November 7, 1994  between
         Jefferson-Pilot Corporation and  Wachovia Bank,  N.A.  (formerly First
         Union National  Bank),  as Rights Agent, was included in Form 8-K for
         November  7, 1994,  and Amendment to Rights Agreement dated February
         8,  1999 was included in Form 8-K for February 8, 1999; both
         (Commission file no. 1-5955) are incorporated  by reference

5        Opinion  of  Robert  A.  Reed,  Esq.,  Vice  President, Secretary
         and Corporate Counsel of the Registrant

23A      Consent of Ernst & Young LLP

23B      Consent of Counsel (included in Exhibit 5)

24       Form of Power of Attorney for certain officers and directors of the
         Registrant

                                                        EXHIBIT 5

August 25, 2005

Jefferson-Pilot Corporation
100 North Greene Street
Greensboro, NC 27401

Ladies and Gentlemen:

You  have requested my opinion as to the legality of any original
issue  shares  of  common stock, par value $1.25  per  share,  of
Jefferson-Pilot  Corporation  (the "Corporation")  which  may  be
distributed pursuant to the Corporation's Non-Employee Directors'
Stock Option Plan (the "Plan"), which shares of common stock  you
are   seeking  to  register  with  the  Securities  and  Exchange
Commission under the provisions of the Securities Act of 1933, as
amended.

As  Vice  President,  Secretary  and  Corporate  Counsel  of  the
Corporation, I am generally familiar with its legal affairs.   In
addition,  I  have  examined  such documents  as  I  have  deemed
appropriate for the purpose of this opinion.

In  my  opinion, if authorized but previously unissued shares  of
common stock of the Corporation
shall be issued and sold or delivered to participants in the Plan
pursuant  to  the  provisions thereof, the said  shares  will  be
legally issued, fully paid and non-assessable.

I  hereby consent to be named, in the registration statement, and
amendments thereto, by which the securities to be issued pursuant
to  the  Plan  are  registered with the Securities  and  Exchange
Commission,  and  in  any prospectus which is  part  thereof,  as
counsel  for the Corporation who has passed upon the legality  of
the  securities  registered thereby.  I further  consent  to  the
filing  of  this  opinion  as  an  exhibit  to  the  registration
statement.  I do not concede by these consents that I come within
the category of persons whose consent is required under Section 7
of  the  Securities Act of 1933, as amended, or by the rules  and
regulations of the Securities and Exchange Commission under  that
Act.

Very truly yours,

/s/ Robert A. Reed
Robert A. Reed
Vice President, Secretary and Corporate Counsel

                                                      EXHIBIT 23A

    Consent of Independent Registered Public Accounting Firm

We  consent to the incorporation by reference in the Registration
Statement  (Form S-8 being filed August 25, 2005)  pertaining  to
the  Jefferson-Pilot  Corporation Non-Employee  Directors'  Stock
Option Plan of our reports dated March 11, 2005, with respect  to
the consolidated financial statements and schedules of Jefferson-
Pilot   Corporation,  Jefferson-Pilot  Corporation   management's
assessment   of  the  effectiveness  of  internal  control   over
financial  reporting, and the effectiveness of  internal  control
over financial reporting of Jefferson-Pilot Corporation, included
in  its Annual Report (Form 10-K) for the year ended December 31,
2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Greensboro, North Carolina
August 23, 2005

                                                      EXHIBIT 24

                      POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or  director of Jefferson-Pilot Corporation, a North Carolina
corporation, does hereby constitute and appoint Robert  A.  Reed,
Richard T. Stange, and Andrea H. Fox, and each of them (with full
power  of  substitution  to  appoint  any  Senior  Officer,  Vice
President,  Secretary or Assistant Secretary of the  Company)  as
his  true  and lawful attorney and agent, to do any and all  acts
and  things  and  to execute any and all instruments  which  said
attorney and agent may deem necessary or advisable:

(i)  to enable the said corporation to comply with the Securities
     Act  of  1933,  as  amended, and any rules, regulations  and
     requirements  of the Securities and Exchange  Commission  in
     respect  thereof, in connection with the registration  under
     the  said  Securities Act of securities of said  corporation
     offered  or  sold  pursuant to the  Non-Employee  Directors'
     Stock  Option  Plan  to  its  directors  ("JP  Securities"),
     including  specifically, but without limiting the generality
     of the foregoing, the power and authority to sign for and on
     behalf  of  the  undersigned the name of the undersigned  as
     officer  and/or  director  of  the  said  corporation  to  a
     registration  statement  or to any amendment  thereto  filed
     with  the  Securities and Exchange Commission in respect  to
     said  JP Securities and to any instrument or document  filed
     as  part  of, as an exhibit to or in connection  with,  said
     registration statement or amendment; and

(ii) to register or qualify said JP Securities for sale under the
     securities  or Blue Sky Laws of all such States  as  may  be
     necessary or appropriate to permit therein the offering  and
     sale   of  said  JP  Securities  as  contemplated  by   said
     registration statement, including specifically, but  without
     limiting  the  generality of the foregoing,  the  power  and
     authority  to sign for and on behalf of the undersigned  the
     name  of  the  undersigned as an officer and/or director  of
     said  corporation  to any application, statement,  petition,
     prospectus,  notice or other instrument or document,  or  to
     any  amendment thereto, or to any exhibit filed  as  a  part
     thereto or in connection therewith, which is required to  be
     signed  by  the undersigned and to be filed with the  public
     authority  or  authorities administering said securities  or
     Blue  Sky  Laws  for  the  purpose  of  so  registering   or
     qualifying said  JP Securities;

and the undersigned does hereby ratify and confirm as his own act
and  deed  all  that said attorney and agent (or the  substitute)
shall do or cause to be done by virtue hereof.

IN   WITNESS  WHEREOF,  the  undersigned  has  subscribed   these
presents.

                               _____________________________(SEAL)
                               Name:

Date: May 23, 2005 for Gary C. Kelly
      May 2, 2005 for Isaiah Tidwell
      February 9, 2004 for William H. Cunningham
      February 9, 2004 for Robert G. Greer
      February 9, 2004 for George W. Henderson
      February 9, 2004 for Elizabeth V. Long
      February 9, 2004 for William P. Payne
      February 9, 2004 for Patrick S. Pittard
      February 9, 2004 for Donald S. Russell, Jr.
      February 9, 2004 for David A. Stonecipher