Registration No. 33-

As filed with the Securities and Exchange
Commission on November 8, 1994

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)

JP TEAMSHARE PLAN
(Full Title of Plan)

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

Telephone number of agent for service (910) 691-3375


Copy to :
J. Gregory Poole, Esquire
Jefferson-Pilot Life Insurance Company
100 North Greene Street
Greensboro, North Carolina 27401
FAX# 910-691-3258



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CALCULATION OF REGISTRATION FEE


Title of                 Amount to be
Securities to            registered
be registered   

Jefferson-Pilot
Corporation
common stock,             
$1.25 par value          600,000 shs.


Proposed                 Proposed
maximum                  maximum
offering price           aggregate
per share                offering price

$53.1875                 $31,912,500.00(1)

Amount of
registration fee

$11,003.43

(1)  Pursuant to Rule 457(c) and (h), based on the average of the
high and low prices of shares of the Registrant's common stock
reported in the consolidated reporting system for November 7, 1994.

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.



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Cross Reference Sheet Showing Location
of  Items Called for by Form S-8

Form S-8 Item No.

1..... Not Applicable

2..... Not Applicable

Caption in Prospectus

Caption in Registration Statement

3..... Incorporation of Documents by Reference

4..... Description of Securities

5..... Interests of Named Experts and Counsel

6..... Indemnification of Officers and Directors

7..... Exemption from Registration Claimed

8..... Exhibits

9..... Undertakings






Page 4


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 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
superseded 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 General Counsel
of the Registrant, who participates under an existing stock option plan of
the Registrant and who participates in employee benefit plans of Registrant.


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Page 5               


Item 6.  Indemnification of Directors and Officers.

    Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating
to indemnification of directors and officers of North Carolina
corporations.  In general, the statutes provide that (i) a
corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a
party because of his status as such, unless limited by the
articles of incorporation, and (ii) a corporation may
indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute
that the director or officer meets certain standards of
conduct, provided when a director of officer is liable to the
corporation or is adjudged liable on the basis that personal
benefit was improperly received by him, the corporation may
not indemnify him.  A director or officer of a corporation who
is a party to a proceeding may also apply to the courts for
indemnification, unless the articles of incorporation provide
otherwise, and the court may order indemnification under
certain circumstances set forth in the statute.  A corporation
may, in its articles of corporation or bylaws or by contract
or resolution, provide indemnification in addition to that
provided by statute, subject to certain conditions.

    In May 1988, the shareholders of Registrant approved an
amendment to the Articles of Incorporation of the Registrant
eliminating the personal liability of each director of the
Corporation to the fullest extent permitted by the provisions
of the Business Corporation Act of the State of North
Carolina, as the same may from time to time be in effect. 

    Registrant, pursuant to resolution of its Board of
Directors, agrees to indemnify the officers and directors of
Registrant, against any liability to the extent permitted by
law.  That resolution reads as follows:

    1.   The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including all appeals, by reason of the fact that he/she is or
was a director, officer, or employee of the Corporation, or is
or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another
Corporation, partnership, joint venture, trust, or other
enterprise, or as a committee member, trustee, or
administrator under an employee benefit plan (all such persons
hereinafter sometimes referred to as "employee"), against
expenses (including attorney's fees), judgments, decrees,
fines, penalties, and amounts paid in settlement actually and
reasonably incurred by such employee in connection with such
action, suit or proceeding, except that no indemnification
shall be made in respect of any liability or litigation
expenses which such employee may incur on account of that
employee's activities which were at the time taken known or
believed by that employee to be clearly in conflict with the
best interests of the Corporation.  The termination of any
action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the employee knew or believed the activities were clearly in
conflict with the best interests of the Corporation.


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    2.   Any indemnification under Section 1 (unless ordered
by court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification
of the employee is proper in the circumstances because the
employee did not know or believe, at the time, that the
activities were clearly in conflict with the best interests of
the Corporation.  Such determination shall be made (a) by a
majority vote of directors acting at a meeting at which a
quorum is present, or (b) if such a quorum is not obtainable
(or even if obtainable), a majority of directors so direct, by
independent legal counsel (compensated by the Corporation) in
written opinion, or (c) by the affirmative vote of the holders
of a majority of the shares entitled to vote in the election
of directors.

    3.   Expenses of each employee indemnified hereunder
incurred in defending a civil, criminal, administrative, or
investigative action, suit, or proceeding (including all
appeals), or threat thereof, may be paid by the Corporation in
advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors, upon
receipt of an undertaking by or on behalf of the employee, to
repay such amount unless it shall ultimately be determined
that the employee is entitled to be indemnified by the
Corporation.

    4.   The indemnification provided by this Resolution
shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled as a matter of
law, any agreement, vote of shareholders, any insurance
purchased by the Corporation, or otherwise, both as to action
in the employee's official capacity and as to action in
another capacity while holding such office, and shall continue
as to an employee who has ceased to be director, officer, or
employee and shall inure to the benefit of the heirs,
executors, and administrators of such an employee.

    5.   The Corporation may purchase and maintain insurance
on behalf of any employee who is or was a director, officer,
or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, or
employee of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted
against the employee and incurred by the employee in any such
capacity, or arising out of the employee's status as such,
whether or not the Corporation would have the power to
indemnify the employee against such liability under the
provisions of this Resolution or of the North Carolina
Business Corporation Act.

Item 7.  Exception from Registration Claimed.

    Not Applicable.






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Page 7               

Item 8.  Exhibits.

    A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is hereby incorporated
by reference herein. 

    The undersigned Registrant hereby undertakes that it will
submit the JP TeamShare Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the
Plan.

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;

         (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 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.



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Page 8                


      (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)  The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given a copy of the
registrant's annual report to shareholders for its last fiscal
year, unless such employee otherwise has received a copy of
such report, in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee.  If
the last fiscal year of the Registrant has ended within 120
days prior to the use of the prospectus, the annual report of
the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report of
the last fiscal year will be furnished to each such employee.

    (d)  The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees
participating in the plan who do not otherwise receive such
material as shareholders of the Registrant, at the time and in
the manner such material is sent to its shareholders, copies
of all reports, proxy statements and other communications
distributed to its shareholders generally.

    (e)  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 for 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.



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Page 9               


SIGNATURES


Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies 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 7th day of November, 1994.


Jefferson-Pilot Corporation                       
(Registrant)                                           


/s/ David A. Stonecipher                                     
David A. Stonecipher, President and CEO         


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


/s/ David A. Stonecipher
David A. Stonecipher              President and
                                  Chief Executive
                                  Officer (Principal
                                  Executive Officer)

                                     Date

                                 November 7, 1994


/s/ Dennis R. Glass
Dennis R. Glass                  Executive Vice
                                 President & Chief
                                 Financial Officer
                                 (Principal Financial
                                 Officer)

                                     Date

                                 November 7, 1994


/s/ Reggie D. Adamson            Senior Vice President -
Reggie D. Adamson                Finance (Principal
                                 Accounting Officer)

                                     Date

                                 November 7, 1994

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Page 10             


Thomas M. Belk, William E. Blackwell, Edwin B. Borden,
William H. Cunningham, C. Randolph Ferguson, Robert G. Greer,
A. Linwood Holton, Jr., Hugh L. McColl, Jr., Charles W. McCoy,
E. S. Melvin, William Porter Payne, Donald S. Russell, Jr.,
Robert H. Spilman, David A. Stonecipher, and Martha Ann Walls,
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 filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement.



Date: November 7, 1994

     
/s/ Robert A. Reed                                             
Robert A. Reed, Attorney-In-Fact



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Page 11             


The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro and State of North
Carolina, on the 7th day of November, 1994.
                        

                                                              
JP TEAMSHARE PLAN


/s/ Richard T. Stange                                          
Richard T. Stange, Chairman, Pension Committee





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/ Hal B. Phillips, Jr.   Member of the Committee      November 7, 1994
Hal B. Phillips, Jr.


/s/ William R. Edens       Member of the Committee      November 7, 1994
William R. Edens


/s/ John A. Kilgore       Member of the Committee       November 7, 1994
John A. Kilgore


/s/ Dean F. Chatlain      Member of the Committee       November 7, 1994
Dean F. Chatlain





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Page 12



EXHIBIT INDEX

                                                              Sequentially
Exhibit No.             Description                           Numbered Page
    

     5        Opinion of Robert A. Reed, Esq.,
              Vice President, Secretary and
              Associate General Counsel of the
              Corporation.                                         13

   23(a)      Consent of McGladrey & Pullen                        15
    
   23(b)      Consent of Counsel (included in Exhibit 5)          N/A

   24         Powers of Attorney for certain officers
              and directors of the Company                        16

Page 13


November 7, 1994

EXHIBIT 5


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

Ladies and Gentlemen:

You have requested my opinion as to the legality of the interests
in the JP TeamShare Plan (the "Plan") and of the shares of common
stock of Jefferson-Pilot Corporation (the "Corporation") to be
distributed pursuant to the Plan, which interests and 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 Associate General 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:


     (1)  if shares of common stock of the Corporation
theretofore issued shall be purchased in the open market
and held for purposes of the Plan in the variable annuity        
separate account which will serve as the Plan's funding
vehicle, and distributed to the participants in the Plan
pursuant to the provisions thereof, the said shares of
common stock will be legally issued, validly outstanding,
and fully paid and non-assessable; and

     (2)  if authorized but previously unissued shares of common
stock of the Corporation, the issuance of which is made in
accordance with the provisions of the Plan at values not
less than the par value of the shares shall have been authorized
by the Board of Directors of the Corporation, shall be so
issued, the purchase price therefor shall be duly paid to the
Corporation and the said shares shall be distributed to the
participants in the Plan pursuant to the provisions thereof,
the said shares of common stock will be legally issued, validly
outstanding, and fully paid and non-assessable.







Page 14             





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 the
Act.

Very truly yours,


/s/ Robert A. Reed

Robert A. Reed
Vice President, Secretary
and Associate General Counsel

RAR:mam

Page 15


EXHIBIT 23(a)



INDEPENDENT AUDITOR'S CONSENT



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and the related Prospectus of our report, dated
February 4, 1994, which appears on page 29 of the 1993 Annual Report
to Shareholders and is incorporated by reference in the Annual Report
on Form 10-K for the year ended December 31, 1993.


                                   /s/ McGladrey & Pullen
                                   
                                   McGLADREY & PULLEN
                                   Certified Public Accountants
 
Greensboro, North Carolina
November 8, 1994

                                                                  
                                                                  
Page 16

EXHIBIT 24     

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Thomas M. Belk (SEAL)
                              Name:  Thomas M. Belk
                              Date:  November 7, 1994

Page 17           
           
EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ William E. Blackwell (SEAL)
                              Name:  William E. Blackwell
                              Date:  November 7, 1994

Page 18           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Edwin B. Borden (SEAL)
                              Name:  Edwin B. Borden
                              Date:  November 7, 1994

Page 19           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ William H. Cunningham (SEAL)
                              Name:  William H. Cunningham
                              Date:  November 7, 1994

Page 20           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ C. Randolph Ferguson  (SEAL)
                              Name:  C. Randolph Ferguson
                              Date:  November 7, 1994

Page 21           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Robert G. Greer (SEAL)
                              Name: Robert G. Greer
                              Date:  November 7, 1994


Page 22           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ A. Linwood Holton, Jr. (SEAL)
                              Name: A. Linwood Holton, Jr.
                              Date:  November 7, 1994

Page 23           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Hugh L. McColl, Jr. (SEAL)
                              Name:  Hugh L. McColl, Jr.
                              Date:  November 7, 1994


Page 24           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Charles W. McCoy  (SEAL)
                              Name:  Charles W. McCoy
                              Date:  November 7, 1994

Page 25           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7th day of November 1994.


                              /s/ E. S. Melvin  (SEAL)
                              Name:  E. S. Melvin
                              Date:  November 7, 1994

Page 26           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ William Porter Payne (SEAL)
                              Name:  William Porter Payne
                              Date:  November 7, 1994

Page 27           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Donald S. Russell, Jr. (SEAL)
                              Name:  Donald S. Russell, Jr.
                              Date:  November 7, 1994

Page 28           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Robert H. Spilman (SEAL)
                              Name:  Robert H. Spilman
                              Date:  November 7, 1994

Page 29           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ David A. Stonecipher  (SEAL)
                              Name:  David A. Stonecipher
                              Date:  November 7, 1994

Page 30           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.


                              /s/ Martha Ann Walls (SEAL)
                              Name:  Martha Ann Walls
                              Date:  November 7, 1994
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 72120}]
{"company-data": {"conformed-name": "JEFFERSON PILOT CORP", "cik": "0000053347", "assigned-sic": "6311", "irs-number": "560896180", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56369", "film-number": "94558175"}, "business-address": {"street1": "101 N ELM ST", "city": "GREENSBORO", "state": "NC", "zip": "27401", "phone": "9193782011"}}
Registration No. 33-

As filed with the Securities and Exchange
Commission on November 8, 1994

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)

JP TEAMSHARE PLAN
(Full Title of Plan)

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

Telephone number of agent for service (910) 691-3375

Copy to :
J. Gregory Poole, Esquire
Jefferson-Pilot Life Insurance Company
100 North Greene Street
Greensboro, North Carolina 27401
FAX# 910-691-3258

Page 2               

CALCULATION OF REGISTRATION FEE

Title of                 Amount to be
Securities to            registered
be registered   

Jefferson-Pilot
Corporation
common stock,             
$1.25 par value          600,000 shs.

Proposed                 Proposed
maximum                  maximum
offering price           aggregate
per share                offering price

$53.1875                 $31,912,500.00(1)

Amount of
registration fee

$11,003.43

(1)  Pursuant to Rule 457(c) and (h), based on the average of the
high and low prices of shares of the Registrant's common stock
reported in the consolidated reporting system for November 7, 1994.

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

Page 3               

Cross Reference Sheet Showing Location
of  Items Called for by Form S-8

Form S-8 Item No.

1..... Not Applicable

2..... Not Applicable

Caption in Prospectus

Caption in Registration Statement

3..... Incorporation of Documents by Reference

4..... Description of Securities

5..... Interests of Named Experts and Counsel

6..... Indemnification of Officers and Directors

7..... Exemption from Registration Claimed

8..... Exhibits

9..... Undertakings

Page 4

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 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
superseded 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 General Counsel
of the Registrant, who participates under an existing stock option plan of
the Registrant and who participates in employee benefit plans of Registrant.

II - 1

Page 5               

Item 6.  Indemnification of Directors and Officers.

    Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating
to indemnification of directors and officers of North Carolina
corporations.  In general, the statutes provide that (i) a
corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a
party because of his status as such, unless limited by the
articles of incorporation, and (ii) a corporation may
indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute
that the director or officer meets certain standards of
conduct, provided when a director of officer is liable to the
corporation or is adjudged liable on the basis that personal
benefit was improperly received by him, the corporation may
not indemnify him.  A director or officer of a corporation who
is a party to a proceeding may also apply to the courts for
indemnification, unless the articles of incorporation provide
otherwise, and the court may order indemnification under
certain circumstances set forth in the statute.  A corporation
may, in its articles of corporation or bylaws or by contract
or resolution, provide indemnification in addition to that
provided by statute, subject to certain conditions.

    In May 1988, the shareholders of Registrant approved an
amendment to the Articles of Incorporation of the Registrant
eliminating the personal liability of each director of the
Corporation to the fullest extent permitted by the provisions
of the Business Corporation Act of the State of North
Carolina, as the same may from time to time be in effect. 

    Registrant, pursuant to resolution of its Board of
Directors, agrees to indemnify the officers and directors of
Registrant, against any liability to the extent permitted by
law.  That resolution reads as follows:

    1.   The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including all appeals, by reason of the fact that he/she is or
was a director, officer, or employee of the Corporation, or is
or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another
Corporation, partnership, joint venture, trust, or other
enterprise, or as a committee member, trustee, or
administrator under an employee benefit plan (all such persons
hereinafter sometimes referred to as "employee"), against
expenses (including attorney's fees), judgments, decrees,
fines, penalties, and amounts paid in settlement actually and
reasonably incurred by such employee in connection with such
action, suit or proceeding, except that no indemnification
shall be made in respect of any liability or litigation
expenses which such employee may incur on account of that
employee's activities which were at the time taken known or
believed by that employee to be clearly in conflict with the
best interests of the Corporation.  The termination of any
action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the employee knew or believed the activities were clearly in
conflict with the best interests of the Corporation.

II - 2
    

Page 6               

    2.   Any indemnification under Section 1 (unless ordered
by court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification
of the employee is proper in the circumstances because the
employee did not know or believe, at the time, that the
activities were clearly in conflict with the best interests of
the Corporation.  Such determination shall be made (a) by a
majority vote of directors acting at a meeting at which a
quorum is present, or (b) if such a quorum is not obtainable
(or even if obtainable), a majority of directors so direct, by
independent legal counsel (compensated by the Corporation) in
written opinion, or (c) by the affirmative vote of the holders
of a majority of the shares entitled to vote in the election
of directors.

    3.   Expenses of each employee indemnified hereunder
incurred in defending a civil, criminal, administrative, or
investigative action, suit, or proceeding (including all
appeals), or threat thereof, may be paid by the Corporation in
advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors, upon
receipt of an undertaking by or on behalf of the employee, to
repay such amount unless it shall ultimately be determined
that the employee is entitled to be indemnified by the
Corporation.

    4.   The indemnification provided by this Resolution
shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled as a matter of
law, any agreement, vote of shareholders, any insurance
purchased by the Corporation, or otherwise, both as to action
in the employee's official capacity and as to action in
another capacity while holding such office, and shall continue
as to an employee who has ceased to be director, officer, or
employee and shall inure to the benefit of the heirs,
executors, and administrators of such an employee.

    5.   The Corporation may purchase and maintain insurance
on behalf of any employee who is or was a director, officer,
or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, or
employee of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted
against the employee and incurred by the employee in any such
capacity, or arising out of the employee's status as such,
whether or not the Corporation would have the power to
indemnify the employee against such liability under the
provisions of this Resolution or of the North Carolina
Business Corporation Act.

Item 7.  Exception from Registration Claimed.

    Not Applicable.

II - 3

Page 7               

Item 8.  Exhibits.

    A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is hereby incorporated
by reference herein. 

    The undersigned Registrant hereby undertakes that it will
submit the JP TeamShare Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the
Plan.

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;

         (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 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.

II - 4

Page 8                

      (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)  The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given a copy of the
registrant's annual report to shareholders for its last fiscal
year, unless such employee otherwise has received a copy of
such report, in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee.  If
the last fiscal year of the Registrant has ended within 120
days prior to the use of the prospectus, the annual report of
the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report of
the last fiscal year will be furnished to each such employee.

    (d)  The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees
participating in the plan who do not otherwise receive such
material as shareholders of the Registrant, at the time and in
the manner such material is sent to its shareholders, copies
of all reports, proxy statements and other communications
distributed to its shareholders generally.

    (e)  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 for 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.

II - 5

Page 9               

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies 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 7th day of November, 1994.

Jefferson-Pilot Corporation                       
(Registrant)                                           

/s/ David A. Stonecipher                                     
David A. Stonecipher, President and CEO         

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

/s/ David A. Stonecipher
David A. Stonecipher              President and
                                  Chief Executive
                                  Officer (Principal
                                  Executive Officer)

                                     Date

                                 November 7, 1994

/s/ Dennis R. Glass
Dennis R. Glass                  Executive Vice
                                 President & Chief
                                 Financial Officer
                                 (Principal Financial
                                 Officer)

                                     Date

                                 November 7, 1994

/s/ Reggie D. Adamson            Senior Vice President -
Reggie D. Adamson                Finance (Principal
                                 Accounting Officer)

                                     Date

                                 November 7, 1994

II - 6

Page 10             

Thomas M. Belk, William E. Blackwell, Edwin B. Borden,
William H. Cunningham, C. Randolph Ferguson, Robert G. Greer,
A. Linwood Holton, Jr., Hugh L. McColl, Jr., Charles W. McCoy,
E. S. Melvin, William Porter Payne, Donald S. Russell, Jr.,
Robert H. Spilman, David A. Stonecipher, and Martha Ann Walls,
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 filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement.

Date: November 7, 1994

     
/s/ Robert A. Reed                                             
Robert A. Reed, Attorney-In-Fact

II - 7

Page 11             

The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro and State of North
Carolina, on the 7th day of November, 1994.
                        

                                                              
JP TEAMSHARE PLAN

/s/ Richard T. Stange                                          
Richard T. Stange, Chairman, Pension Committee

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/ Hal B. Phillips, Jr.   Member of the Committee      November 7, 1994
Hal B. Phillips, Jr.

/s/ William R. Edens       Member of the Committee      November 7, 1994
William R. Edens

/s/ John A. Kilgore       Member of the Committee       November 7, 1994
John A. Kilgore

/s/ Dean F. Chatlain      Member of the Committee       November 7, 1994
Dean F. Chatlain

II - 8

Page 12

EXHIBIT INDEX

                                                              Sequentially
Exhibit No.             Description                           Numbered Page
    

     5        Opinion of Robert A. Reed, Esq.,
              Vice President, Secretary and
              Associate General Counsel of the
              Corporation.                                         13

   23(a)      Consent of McGladrey & Pullen                        15
    
   23(b)      Consent of Counsel (included in Exhibit 5)          N/A

   24         Powers of Attorney for certain officers
              and directors of the Company                        16

Page 13

November 7, 1994

EXHIBIT 5

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

Ladies and Gentlemen:

You have requested my opinion as to the legality of the interests
in the JP TeamShare Plan (the "Plan") and of the shares of common
stock of Jefferson-Pilot Corporation (the "Corporation") to be
distributed pursuant to the Plan, which interests and 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 Associate General 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:

     (1)  if shares of common stock of the Corporation
theretofore issued shall be purchased in the open market
and held for purposes of the Plan in the variable annuity        
separate account which will serve as the Plan's funding
vehicle, and distributed to the participants in the Plan
pursuant to the provisions thereof, the said shares of
common stock will be legally issued, validly outstanding,
and fully paid and non-assessable; and

     (2)  if authorized but previously unissued shares of common
stock of the Corporation, the issuance of which is made in
accordance with the provisions of the Plan at values not
less than the par value of the shares shall have been authorized
by the Board of Directors of the Corporation, shall be so
issued, the purchase price therefor shall be duly paid to the
Corporation and the said shares shall be distributed to the
participants in the Plan pursuant to the provisions thereof,
the said shares of common stock will be legally issued, validly
outstanding, and fully paid and non-assessable.

Page 14             

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 the
Act.

Very truly yours,

/s/ Robert A. Reed

Robert A. Reed
Vice President, Secretary
and Associate General Counsel

RAR:mam

Page 15

EXHIBIT 23(a)

INDEPENDENT AUDITOR'S CONSENT

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and the related Prospectus of our report, dated
February 4, 1994, which appears on page 29 of the 1993 Annual Report
to Shareholders and is incorporated by reference in the Annual Report
on Form 10-K for the year ended December 31, 1993.

                                   /s/ McGladrey & Pullen
                                   
                                   McGLADREY & PULLEN
                                   Certified Public Accountants
 
Greensboro, North Carolina
November 8, 1994

                                                                  
                                                                  
Page 16

EXHIBIT 24     

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Thomas M. Belk (SEAL)
                              Name:  Thomas M. Belk
                              Date:  November 7, 1994

Page 17           
           
EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ William E. Blackwell (SEAL)
                              Name:  William E. Blackwell
                              Date:  November 7, 1994

Page 18           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Edwin B. Borden (SEAL)
                              Name:  Edwin B. Borden
                              Date:  November 7, 1994

Page 19           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ William H. Cunningham (SEAL)
                              Name:  William H. Cunningham
                              Date:  November 7, 1994

Page 20           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ C. Randolph Ferguson  (SEAL)
                              Name:  C. Randolph Ferguson
                              Date:  November 7, 1994

Page 21           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Robert G. Greer (SEAL)
                              Name: Robert G. Greer
                              Date:  November 7, 1994

Page 22           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ A. Linwood Holton, Jr. (SEAL)
                              Name: A. Linwood Holton, Jr.
                              Date:  November 7, 1994

Page 23           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Hugh L. McColl, Jr. (SEAL)
                              Name:  Hugh L. McColl, Jr.
                              Date:  November 7, 1994

Page 24           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Charles W. McCoy  (SEAL)
                              Name:  Charles W. McCoy
                              Date:  November 7, 1994

Page 25           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7th day of November 1994.

                              /s/ E. S. Melvin  (SEAL)
                              Name:  E. S. Melvin
                              Date:  November 7, 1994

Page 26           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ William Porter Payne (SEAL)
                              Name:  William Porter Payne
                              Date:  November 7, 1994

Page 27           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Donald S. Russell, Jr. (SEAL)
                              Name:  Donald S. Russell, Jr.
                              Date:  November 7, 1994

Page 28           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Robert H. Spilman (SEAL)
                              Name:  Robert H. Spilman
                              Date:  November 7, 1994

Page 29           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ David A. Stonecipher  (SEAL)
                              Name:  David A. Stonecipher
                              Date:  November 7, 1994

Page 30           

EXHIBIT 24    

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed,
Richard T. Stange, and J. Gregory Poole, 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
     pursuant to any employee benefit plan to its employees and
     agents or employees and agents of its subsidiaries, and
     interests in any such plan(s) (hereinafter collectively called
     "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
this 7 th day of November 1994.

                              /s/ Martha Ann Walls (SEAL)
                              Name:  Martha Ann Walls
                              Date:  November 7, 1994