JEFFERSON PILOT INVESTMENT GRADE BOND FUND INC, 485BPOS, 1996-05-03

JEFFERSON PILOT INVESTMENT GRADE BOND FUND INC
485BPOS, 1996-05-03

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File No. 2-61114

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 34 [ X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ X ]

Amendment No. 17

JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)

100 North Greene Street
Greensboro, North Carolina 27401
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code 1-800-458-4498

J. Gregory Poole
Jefferson-Pilot Life Insurance Company
100 North Greene Street
Greensboro, North Carolina 27401
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

[ x ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.
Registration Statement on Form N1-A

CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)

N-1A
Item No. Caption

PART A INFORMATION REQUIRED IN A PROSPECTUS

1. Cover Page Cover Page

2. Synopsis Shareholder Transaction
Expenses

3. Condensed Financial Information Condensed Financial
Information

4. General Description of Registrant General Description;
Investment
Objectives and Policies

5. Management of the Fund Who Manages The Funds

5A. Management's Discussion of Performance Performance

6. Capital Stock and Other Securities Additional Information

7. Purchase of Securities Being Offered How to Purchase Shares

8. Redemption or Repurchase How to Redeem Shares

9. Pending Legal Proceedings Not Applicable

PART B INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History General Information

<PAGE>
CROSS REFERENCE SHEET -- CONTINUED

N1-A
Item No. Caption

13. Investment Objectives and Policies Investment Objectives and
Policies

14. Management of the Registrant The Fund's Directors and
Officers

15. Control Persons and Principal
Holders of Securities General Information

16. Investment Advisory and Other Services The Investment Adviser

17. Brokerage Allocation and Other Practices Brokerage

18. Capital Stock and Other Securities Not Applicable

19. Purchase, Redemption and Pricing of
Securities Being Offered Purchase and Redemption of
Shares

20. Tax Status Not Applicable

21. Underwriters The Fund's Distributor

22. Calculation of Performance Data Not Applicable

23. Financial Statements Financial Statements

PART C OTHER INFORMATION

Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C of this Registration Statement.
<PAGE>
JEFFERSON-PILOT
FAMILY OF FUNDS
_____________________________________

PROSPECTUS
______________________________________

May 1, 1996

Jefferson-Pilot Capital Appreciation Fund
Jefferson-Pilot Investment Grade Bond Fund

Jefferson-Pilot Capital Appreciation Fund, Inc. has as its primary objective
long term capital appreciation. A secondary objective is current income
through the receipt of interest or dividends.

Jefferson-Pilot Investment Grade Bond Fund, Inc. has as its primary objective
the maximum level of current income as is consistent with prudent risk. A
secondary objective is growth of income and capital.

This Prospectus sets forth concisely information about the above mentioned
companies that a prospective investor ought to know before investing.
Investors are advised to read and retain this Prospectus for future reference.

A Statement of Additional Information dated May 1, 1996 for each of the
above mentioned companies on file with the Securities and Exchange Commission
is, in its entirety, incorporated by reference in and made a part of this
Prospectus and is available without charge upon request to Jefferson-Pilot
Investor Services, Inc., PO Box 22086, Greensboro, NC 27420.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>
Table of Contents

Shareholder Transaction Expenses . . . . . . . . . . . . . . . . . . . . .3
Condensed Financial Information. . . . . . . . . . . . . . . . . . . . . .4
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
General Description. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . .7
Portfolio Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
How To Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . 9
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Who Manages The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . 13
How To Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . 15

<PAGE>

Jefferson-Pilot Capital Appreciation Fund, Inc.
Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases 4.50%
(as a percentage of the Offering Price)

Maximum Sales Load Imposed on Reinvested .0%
Dividends (as a percentage of Offering Price)

Exchange Fee None

Annual Fund Operating Expenses
(as percentage of average net assets)

Management Fees .50%

Other Expenses .37%

Total Fund Operating Expenses .87%

Example

You would pay the following expenses 1 year 3 years 5 years 10 years
on a $1,000 investment assuming (1) a 5%
annual return and (2) redemption at the
end of each time period:
$33 $72 $91 $147

Jefferson-Pilot Investment Grade Bond Fund, Inc.
Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases 4.50%
(as a percentage of the Offering Price)

Maximum Sales Load Imposed on Reinvested .0%
Dividends (as a percentage of Offering Price)

Exchange Fee None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees .50%

Other Expenses .46%

Total Fund Operating Expenses .96%

<PAGE>
Example

1 year 3 years 5 years 10 years
You would pay the following expenses
on a $1,000 investment assuming (1) a
5% annual return and (2) redemption
at the end of each time period: $54 $74 $96 $158

The purpose of the preceding tables is to assist the prospective investor with
a more detailed understanding of the various cost and expenses that will be
charged, directly or indirectly, against the investment to be made in the Funds.
These costs and expenses are more fully described in Sections entitled "How to
Purchase Shares", "Shareholder Services" and "Who Manages The Funds" found
elsewhere in this Prospectus. THE EXPENSES SET FORTH IN THE TABLE ABOVE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE COST, AND ACTUAL EXPENSES
MAY BE GREATER OR LESSER THAN THOSE SHOWN ABOVE.

Condensed Financial Information

The following selected per share data and ratios of Jefferson-Pilot Capital
Appeciation Fund, Inc. and Jefferson-Pilot Investment Grade Bond Fund, Inc.
(the "Funds") have been audited by McGladrey & Pullen, LLP, Independent
Certified Public Accountants, as set forth in their opinion appearing in the
Statement of Additional Information for each of the Funds.

Jefferson-Pilot Investment Grade Bond Fund, Inc.
<TABLE>
<CAPTION>

Year Ended December 31
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share operating performance (for a
share outstanding throughout the year)

Net asset value, beginning of year $8.70 $9.89 $9.57 $9.65 $ 9.23 $ 9.48 $ 9.21 $ 9.32 $ 9.96 $ 9.34

Income from investment operations
Net investment income .60 0.62 0.64 0.66 0.76 0.82 0.83 0.82 0.83 0.84

Net realized and unrealized gain (loss)
on investments .96 (1.21) 0.32 (0.06) 0.44 (0.25) 0.28 (0.11) (0.63) 0.63

Total from investment operations 1.56 ( .59) .96 0.60 1.20 0.57 1.11 0.71 0.20 1.47

Less distributions
Dividends from net investment income (0.60) (0.60) (0.64) (0.68) ( 0.78) (0.82) (0.84) (0.82) (0.84) (0.85)

Distributions from net realized gains - - - - - - - - - -
Total distributions (0.60) (0.60) (0.64) (0.68) ( 0.78) (0.82) (0.84) (0.82) (0.84) (0.85)

Net asset value, end of year $9.66 $8.70 $9.89 $9.57 $ 9.65 $ 9.23 $ 9.48 $ 9.21 $ 9.32 $ 9.96

Total return (without deduction of
sales load) 18.39% (5.97)% 10.24% 6.53% 13.76% 6.54% 12.60% 7.94% 2.31% 16.49%
Ratios/supplemental data:
Net assets, end of year (000 omitted) $22,290 $21,032 $23,632 $21,359 $19,313 $18,083 $18,209 $17,665 $17,850 $19,602

Ratios to average net assets:
Expenses 0.96% 0.85% 0.86% 0.93% 0.93% 0.91% 0.85% 0.85% 0.82% 0.91%

Net investment income 6.40% 8.32% 6.46% 6.99% 8.18% 8.96% 8.90% 8.87% 8.77% 8.63%

Portfolio turnover rate 33.91% 41.01% 21.34% 25.53% 23.65% - 7.60% 6.45% 6.34% 6.05%

</TABLE>
<PAGE>

Jefferson-Pilot Capital Appreciation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share operating performance
(for a share outstanding throughout
the year)

Net asset value, beginning of year $ 12.56 $ 17.05 $ 17.44 $ 18.02 $ 14.09 $ 14.81 $ 12.31 $ 11.79 $ 13.62 $ 15.94

Income from investment operations
Net investment income 0.25 0.29 0.23 0.23 0.32 0.36 0.39 0.30 0.33 0.42

Net realized and unrealized gain
(loss) on investments 4.03 (1.12) 1.04 0.75 4.13 (0.57) 3.38 0.55 (0.26) 1.53

Total from investment operations 4.28 (0.83) 1.27 0.98 4.45 (0.21) 3.77 0.85 0.07 1.95

Less distributions
Dividends from net investment income (0.24) (0.28) (0.22) (0.27) (0.33) (0.35) (0.40) (0.30) (0.36) (0.50)

Distributions from net realized gains (0.64) (3.38) (1.44) (1.29) (0.19) (0.16) (0.87) (0.03) (1.54) (3.77)

Total distributions (0.88) (3.66) (1.66) (1.56) (0.52) (0.51) (1.27) (0.33) (1.90) (4.27)

Net asset value, end of year $ 15.96 $ 12.56 $ 17.05 $ 17.44 $ 18.02 $ 14.00 $ 14.81 $ 12.31 $ 11.79 $ 13.62

Total return (without deduction
of sales load) 34.47% (4.63) 7.68% 5.60% 32.22% (1.42%) 31.28% 7.29% 0.88% 13.80%

Ratios/supplemental data:
Net assets, end of year (000 omitted) $37,831 $32,383 $38,045 $34,898 $33,836 $25,840 $26,705 $23,649 $23,147 $23,625

Ratios to average net assets:
Expenses 0.87% 0.83% 0.84% 0.87% 0.87% 0.88% 0.89% 0.88% 0.79% 0.89%

Net investment income 1.66% 1.74% 1.30% 1.30% 1.98% 2.52% 2.75% 2.51% 2.16% 2.70%

Portfolio turnover rate 65.27% 143.81% 26.89% 53.38% 36.70% 30.55% 59.88% 73.63% 79.56% 63.99%

</TABLE>
<PAGE>

Performance

Capital Appreciation Fund

[Line Chart showing Comparison of Change in Value of $10,000
Investment In The Capital Appreciation Fund and S&P 500 for
the ten year period 1985 through 1995]

For the 12-month period ended December 31, 1995, Jefferson-Pilot Capital
Appreciation Fund had an annual total return of 34.47% (35.34% before expenses)
versus a total return for the S&P 500 of 37.53%. The Capital Appreciation Fund
continues to purchase stocks of those companies considered industry leaders,
that are attractively valued in relation to their earnings growth rate.
Convertible bonds and preferred stocks are purchased when appropriate. The
fund will pursue a future strategy of being fully invested and seeking superior
performance through stock selection with a neutral economic sector tilt relative
to the S&P 500.

Investment Grade Bond Fund

[Line Chart showing Comparison of Change in Value of
$10,000 Investment in Investment Grade Bond Fund and
Lehman Brothers Government/Corporate Index for the
ten year period 1985 through 1995.]

During the 12-month period December 31, 1995, the Bond Funds performance was
generally less than the Lehman Government/Corporate Index before expenses. After
adjusting performance for expenses, the Bond Funds total return of 18.39%
compared to the Index's total return of 19.24%. During 1995, the Bond Funds
performance was hampered by a duration position that was generally longer than
the duration of Lehman Government/Corporate Index. In response to last year's
underperformance, the Bond Fund reduced the duration of the portfolio to more
closely correspond to that of the Index. From a credit standpoint, the Bond
Fund employs a conservative strategy designed to maximize performance with the
context of investing primarily in A - rated or higher corporate and government
securities. All of the Fund's holdings at December 31, 1995 were rated
"investment grade" Moody's Investor Service, Inc. and Standard & Poor's
Corporation.
<PAGE>

General Description

Jefferson-Pilot Capital Appreciation Fund, Inc., formerly JP Growth Fund, Inc.
("Capital Appreciation") and Jefferson-Pilot Investment Grade Bond Fund, Inc.,
formerly JP Income Fund, Inc. ("Bond Fund") are corporations organized under
the laws of North Carolina on January 13, 1970 and January 24, 1978,
respectively. Each is registered under the Investment Company Act of 1940 as
an open-end diversified investment company.

Investment Objectives and Policies.

Capital Appreciation Fund The Capital Appreciation Fund's primary investment
objective is long-term capital appreciation. Current income through the
receipt of interest or dividends from investments is only a secondary
objective. The Capital Appreciation Fund proposes to achieve these objectives
by investing substantially all its assets in common stocks of companies
recognized as leaders in their respective industries with proven and capable
management and that are providing significant products and services to their
customers. The Capital Appreciation Fund's investments will be made
predominantly in securities listed on registered securities exchanges, but it
may purchase securities traded in the over-the-counter market. Investments
may be made in other equity securities, including rights, warrants, preferred
stock and those debt securities convertible into or carrying rights, warrants,
or options to purchase common stock or to participate in earnings. Not more
than five percent of the Fund's net assets may be invested in warrants (valued
at the lower of cost or market value) and not more than two percent of its net
assets may be invested in warrants not listed on the New York Stock Exchange.
The Capital Appreciation Fund may also hold cash or invest in short-term
securities and may purchase U. S. government obligations with a simultaneous
agreement by the seller to repurchase the securities at the original price
plus accrued interest; provided that not more than 10% of the Capital
Appreciation Fund's net assets may be invested in such repurchase agreements
that mature in more than seven days. Repurchase agreements involve certain
risks in the event of a default by the other party.

The percentage of assets invested in different types of securities will vary
from time to time depending upon the judgment of the management as to general
market and economic conditions, fiscal and monetary policy and trends in
interest rates and yields.

The Capital Appreciation Fund's investments (other than cash and U. S.
Government securities) are diversified among the securities issued by
different companies and governments to the extent that no more than 5% of its
total assets may be invested in securities issued by any one issuer. In
addition, management generally selects investments for the Fund from among
many different industries and may invest up to 25% of the Fund's assets in a
single industry. The investment restrictions (page 1, Statement of Additional
Information) include: limitations on borrowing money; no more than 10% of
assets may be invested in securities with a limited trading market; and no
more than 5% of assets may be invested in companies having a record of less
than three years of continuous operation. These restrictions, and the
investment objectives and policies described above, as well as most of the
additional restrictions described in the Statement of Additional Information,
cannot be changed without the approval of a majority of the Fund's outstanding
voting stock. While the Capital Appreciation Fund invests for long term growth
of capital and does not intend to place emphasis upon short-term trading
profits, it will sell securities held short term to take advantage of special
opportunities which might arise. Accordingly, the Capital Appreciation Fund
has historically had a portfolio turnover rate of less than 100%. The Capital
Appreciation Fund's portfolio turnover rates are shown in its respective table
under the caption "Condensed Financial Information".
<PAGE>

Generally, the Capital Appreciation Fund's expenses will increase in relative
proportion to an increase in its portfolio turnover rate and may result in
taxes on realized capital gains to be borne by the Fund or its shareholders.
See "Dividends, Distributions, and Taxes" in this prospectus and "Brokerage"
on page B-4 of the Statement of Additional Information of each Fund.

The Capital Appreciation Fund's investments are subject to market fluctuations
and risks inherent in all securities. There is no assurance that the Fund's
stated objectives will be realized.

Bond Fund The Bond Fund's primary investment objective is the maximum level
of current income as is consistent with prudent risk. A secondary objective
is growth of income and capital. The Bond Fund proposes to achieve these
objectives by investing primarily in fixed income securities rated A or
better by Standard & Poor's Corporation ("S&P") or Moody's Investors Service,
Inc. ("Moody's"). The Bond Fund will also purchase dividend paying common
stocks. Fixed income securities will include debt securities and preferred
stocks, some of which may have a call on common stock by means of conversion
privilege or attached warrants. When the incremental investment yield
available on corporate securities is small compared to that available on U. S.
Treasury securities, the Bond Fund may invest substantially in U. S. Treasury
securities. The Bond Fund may also hold cash or invest in short-term securities
and may purchase U. S. Government obligations with a simultaneous agreement by
the seller to repurchase the securities at the original price plus accrued
interest; provided that not more than 10% of the Fund's net assets may be
invested in such repurchase agreements that mature in more than seven days.
Repurchase agreements involve certain risks in the event of a default by the
other party.

The Bond Fund's investments (other than cash and U. S. Government securities)
are diversified among the securities issued by different companies and
governments to the extent that no more than 5% of its total assets may be
invested in securities issued by any one issuer. In addition, management
generally selects investments for the Bond Fund from among many different
industries and may invest up to 25% of the Bond Fund's assets in a single
industry. The investment restrictions (page 1, Statement of Additional
Information) include: limitations on borrowing money; no more than 10% of
assets may be invested in securities with a limited trading market; and no
more than 5% of assets may be invested in companies having a record of less
than three years of continuous operation. These restrictions, and the
investment objectives and policies described above, as well as most of the
additional restrictions described in the Statement of Additional Information,
cannot be changed without the approval of the majority of the Fund's
outstanding stock. While the Bond Fund does not intend to place emphasis upon
short-term trading profits, it will sell securities held short term to take
advantage of special opportunities which might arise. Accordingly, the Bond
Fund has historically had a portfolio turnover rate of less than 50%. The
Bond Fund's portfolio turnover rates are shown in its respective table under
the caption "Condensed Financial Information".

The Bond Fund's investments are subject to market fluctuations and risks
inherent in all securities. There is no assurance that the Bond Fund's stated
objectives will be realized.
<PAGE>

Portfolio Managers

The following individuals are the portfolio managers for the Funds:

Capital Appreciation Fund. Gregory D. Walker, Equity Portfolio Manager and
Second Vice President of Jefferson-Pilot Life Insurance Company. Mr. Walker
has worked in the Jefferson-Pilot Life Insurance Company's Securities
Department for the past 2 years as an Equity Analyst and Portfolio Manager.
Prior to his employment with Jefferson-Pilot, Mr. Walker was an Equity
Portfolio Manager and Analyst at North Carolina Trust Company of Greensboro,
North Carolina.

Bond Fund. H. Lusby Brown, Portfolio Manager, Second Vice President -
Securities, Jefferson-Pilot Life Insurance Company. Mr. Brown has spent
the last ten years in Jefferson- Pilot's Securities Department focusing on
the public equity and public and private fixed income markets. He was named
portfolio manager of Jefferson-Pilot Investment Grade Bond Fund in July of
1994. Prior to joining Jefferson-Pilot, Mr. Brown earned his graduate business
degree from the University of North Carolina at Chapel Hill.

How To Purchase Shares

Shares are offered continuously for sale by the Fund's distributor,
Jefferson-Pilot Investor Services, Inc. ("Investor Services"), P.O. Box 22086,
Greensboro, North Carolina 27420, and are also available through authorized
investment dealers. Except under regular investment plans and under certain
qualified retirement plans and other similarly administered plans, the minimum
initial investment is $300 and subsequent investments must be at least $25.
Such additional investments may be made directly to the Fund's stock transfer
and dividend paying agent, Investors Fiduciary Trust Company ("IFTC"), 127 West
10th Street, Kansas City, MO 64105-1716.

Volume Discount. The size of investment shown in the table on the top of page
10 applies to the total amount being invested by any person in shares in
either Fund alone or both Funds jointly. A person eligible for a volume
discount includes an individual, his spouse, and their children under the age
of 21; a trustee or other fiduciary purchasing shares for a single fiduciary
account, including employee benefit plans; and an organized group of persons,
provided the organization has been in existence for at least six months and
has some purpose other than the purchase of redeemable securities of a
registered investment company at a discount, and provided that its purchases
are made through a central administration by means which result in economy of
sales effort or expense. IFTC must be given notice of the account number of
any account to be included for the purpose of determining volume discounts.

Shares are offered at the net asset value per share plus a sales commission,
as hereinafter described. The offering price so determined becomes effective
at the New York Stock Exchange closing time. Orders received prior to that
time are confirmed at the offering price effective at that time, provided the
order is received by Investor Services or IFTC prior to their close of
business. The net asset value per share is calculated as hereinafter
described. The sales charge, expressed as a percentage of the public offering
price and as a percentage of the new amount invested, is described in the
following table. The table also discloses the commission allowed other
broker-dealers as a percentage of the offering price.
<PAGE>

Amount of Purchase Sales Charge as % As % of the Sales Charge Allowed
of the Amount Offering Price to Dealer As % of
Invested Offering Price

Less than $50,000 4.71% 4.50% 4.50%
$50,000 but less
than $100,000 4.17% 4.00% 4.00%
$100,000 but less
than $250,000 3.09% 3.00% 3.00%
$250,000 but less than
$500,000 2.04% 2.00% 2.00%
$500,000 or more 1.01% 1.00% 1.00%

Cumulative Purchase Discount. The size of investment shown in the above table
may also be determined by combining the amount being invested plus the current
offering price of all shares of either Fund or of both Funds which have been
previously purchased and are still owned by the purchaser. IFTC must be given
notice of each purchase that is eligible for the cumulative purchase discount.

Statement of Intention. A Statement of Intention gives the investor an
opportunity to obtain a reduced sales charge by aggregating his investments
over a 13-month period to determine the sales charge as outlined in the
preceding table. The size of the investment as shown in the table includes
purchases of shares of either Fund or both Funds previously purchased and still
owned. Each investment made during the period receives the reduced sales
commission applicable to the total amount of the investment goal. If the goal
is not achieved within the period, the investor must pay the difference between
the commissions applicable to the purchases made and the commissions previously
paid. An investor is not required to purchase shares designated in a Statement
of Intention.

Special Sales. See page B-5 of the Statement of Additional Information of each
Fund for information relating to sales without a sales commission to current or
retired directors and officers of that Fund; current or retired employees of
Jefferson-Pilot Corporation and its affiliates; certain related persons or
family members of the above persons; bona fide full time employees or sales
representatives of that Fund; and to tax qualified employee benefit plans
covering employees of that Fund, its investment adviser or distributor.
Shares are also offered at net asset value to investors where the amounts
invested represent redemption proceeds from investment companies whose shares
are distributed by some entity other than Investor Services provided (a) such
redemption has occurred no more than 15 days prior to the purchase of shares
of the particular Fund, and (b) the investor paid an initial sales charge or
was subject to a deferred sales charge on the redeemed shares. Shares are
offered at net asset value to such persons because of the anticipated economies
in sales efforts and sales related expenses. Each Fund reserves the right to
terminate or amend the terms of its offering of its shares at net asset value
to such persons at any time.

How To Determine Net Asset Value. Net asset value per share is computed as of
the close of each day on which the New York Stock Exchange is open (4:00 p.m.
New York time) and on any other day in which there is a sufficient degree of
trading in the Fund's portfolio securities to materially affect net asset
value. Net asset value is determined by dividing the value of the Fund's
securities, plus any cash and other assets (including dividends accrued but
not collected) less all liabilities (including accrued expenses), by the number
of shares outstanding.

<PAGE>
A security listed or traded on an exchange is valued at its last sale price
on that exchange where it is principally traded or, if there were no sales on
that exchange, the last quoted sale on other exchanges or on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
Lacking any sales the security is valued at the mean of the last bid and ask
prices reported on the exchange where the security is principally traded. All
other securities for which over-the-counter market quotations are readily
available are valued at their last sale price on NASDAQ or at the mean of the
last bid and ask prices as of the close of trading. Fixed income securities
are valued by using market quotations, or independent pricing services which
use prices provided by market makers or estimates of market values obtained
from yield data relating to similar classes of instruments or securities.
Certain short-term debt securities are valued at amortized cost. Other
securities, including restricted securities, and other assets are valued at
fair value as determined in good faith and under authority by the Board of
Directors.

Shareholder Services

Automatic Investment Plan. If a shareholder's bank agrees to participate, the
shareholder may authorize the Fund's shareholder service agent to charge a bank
account on a regular basis or to draw monthly checks to invest predetermined
amounts in the Funds. Purchases are made at the offering price on the date the
shareholder service agent charges the bank account or deposits the
preauthorized check. A shareholder wishing to invest in such manner should so
indicate on the application form and execute any other necessary authorization
forms. The minimum monthly investment is $25.00.

Open Accounts. An open account will be created for each investor so that
additional investments may be made at any time without completing a new
application. Full and fractional Fund shares purchases will be credited to
the investor's account. Share certificates will be issued by the Funds only
upon specific request and then only for full shares. Whenever there is a
transaction in his account, the investor will receive a written statement
concerning the current status of the account, including the number of Fund
shares then owned.

Systematic Withdrawal Plan. An investor with shares of either Fund having a
net asset value of at least $10,000 may participate in a systematic withdrawal
plan of that Fund. Under this plan, the investor chooses to have payments made
on a monthly or quarterly basis to himself or another designated person. The
minimum payment that may be designated (whether monthly or quarterly) is $50.
All dividends and capital gains distributions are automatically reinvested in
additional shares of that Fund at net asset value as of the record date
without a sales charge. Under this plan, sufficient shares of the Fund are
redeemed to provide the amount of the periodic withdrawal payment. If
periodic withdrawals continuously exceed reinvested dividends and capital
gains distributions, the investor's original investment will be
correspondingly reduced and ultimately exhausted.

Withdrawals made concurrently with purchase of additional shares ordinarily
will be disadvantageous to the investor because of the duplication of sales
charges. Any taxable gain or loss will be recognized by the investor upon
redemption of shares.
<PAGE>

Exchange Privilege. Shareholders residing in those states in which shares
of both Funds are registered, may exchange their shares of either Fund for
shares of the other at their respective net asset values per share without
any sales or exchange charge. Shares exchanged must have a current value of
at least $500. Exchanges will be effected by redemption of shares of the
Fund held and purchase of shares of the other Fund, which for federal income
tax purposes is a taxable transaction. Exchange instructions must be given
to IFTC by telephoning 1-800-292-6701. Exchanges may be made by telephone only
if share certificates have not been issued and if the shareholder elects such
option on the initial application, in which event the signature(s) on the
application must be guaranteed as described in the section captioned "How To
Redeem Shares."

Shareholders wishing to exercise an exchange privilege should so notify IFTC,
which will send a prospectus for the Fund to be purchased and instructions.
Such an exchange is not a tax-free exchange.

Investing By Telephone. Shareholders who have elected such option in the
application and who have completed any other necessary authorization forms
may, by telephoning IFTC at 1-800- 292-6701, purchase shares of either Fund
from a bank account designated in the authorization form. The shareholder's
bank must be a participant in the Automated Clearing House system. The bank,
upon receiving a shareholder's telephone request for a purchase, will instruct
the shareholder's designated bank to withdraw from the shareholder's account
at that bank the amount to be transferred to purchase shares. The investment
will normally be credited to the shareholder's Fund account the day following
the day of the telephone request.

Tax Qualified Retirement Plans. Shares of either Fund may be purchased by all
types of retirement plans receiving favorable federal income tax treatment,
including Individual Retirement Accounts (IRA) (for individuals and their
non-employed spouses who desire to make limited tax deductible contributions
to a tax deferred retirement program); Simplified Employee Pension (SEP-IRA)
Plans; 403(b) Plans (arrangements for employees of public school systems,
universities and certain other non-profit organizations); and other corporate
pension and profit sharing plans. For additional information on these plans,
see page B-5 of the Statement of Additional Information of each Fund or
contact Investor Services. Investors should consult with their tax advisor
before establishing any of the tax deferred retirement plans described above.

Who Manages The Funds

The Board of Directors of each Fund is responsible for the overall supervision
of the conduct of the Fund's business. Each Fund's investment adviser is JP
Investment Management Company ("JP Management"), P.O. Box 21008, Greensboro,
North Carolina 27420, a North Carolina corporation organized on January 13,
1970. JP Management is a wholly-owned subsidiary of Jefferson-Pilot
Corporation, an insurance holding company. JP Management has served as an
investment adviser to the Capital Appreciation Fund, since its inception in
1970; to the Bond Fund, since its inception in 1978; and to JP Capital
Appreciation Fund, Inc., and JP Investment Grade Bond Fund, Inc. since the
inception of those companies in 1982.

<PAGE>
In addition to providing investment advice, JP Management or persons
employed by or associated with JP Management are, subject to the authority of
the Board of Directors, responsible for the overall management of the Funds'
business affairs. As compensation for its services, JP Management receives
from each Fund a fee at an annual rate of half of 1% of the Funds average net
asset value. The fee is Payable monthly, on the basis of the Fund's average
net asset value during the monthly period computed in the manner used in
determining the public offering price of Fund shares. The ratio of the
management fee to average net assets for the year ended December 31, 1995
was 0.5%. For the same period, the Capital Appreciation Fund's total operating
expenses were .87% of average net assets and the Bond Fund's total operating
expenses were .96% of average net assets.

Under a Service Agreement between each Fund, JP Management, Jefferson-Pilot
Life Insurance Company and Jefferson-Pilot Investments, Inc. ("Companies"),
the Companies have agreed to furnish such personnel, services and facilities
as may be reasonably needed by JP Management in connection with its performance
under the Investment Advisory Agreement, and JP Management has agreed to
reimburse the Companies for their expenses in this regard.

Under accounting agreements, JP Management also serves as the Fund's accounting
agent. Each of the Funds has agreed to reimburse JP Management for its
expenses incurred in serving as such agent, provided such expenses do not exceed
the amount for which the Funds could have obtained such services from some third
party.

Dividends, Distributions and Taxes

The Capital Appreciation Funds policy is to pay dividends from net investment
income semi-annually in February and August. The Bond Fund's policy is to pay
dividends from net investment income quarterly in February, May, August and
November. In addition, if the Capital Appreciation or Bond Fund has not paid
out 98% of its net investment income by the end of the calendar year, its
policy is to pay a dividend near the end of the calendar year which will, when
added to the dividends previously paid in the year, equal or exceed 98% of its
net investment income for the year. Each December the Capital Appreciation and
Bond Funds make a distribution of the capital gains, if any, each realized
during the 12-month period ended the preceding October 31. Unless the investor
requests that payments be made in cash, dividends and distributions will be
reinvested in additional Fund shares at net asset value as of the record date.
The investor may, if he also owns shares of both Funds, request that all such
dividends and/or distributions be used to purchase additional shares in
either Fund at net asset value as of the record date.

Each Fund qualified in 1995 and plans to qualify in 1996 for the special tax
treatment afforded a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the"Code"). In any fiscal year in which a Fund so
qualifies and distributes at least 90% of its taxable net income, the Fund (but
not shareholders) will be relieved of federal income tax on the income
distributed. Dividends (i.e., distributions of any net investment income and
any net realized short-term capital gains) are taxable to shareholders as
ordinary income, whether received in cash or additional shares. Distributions
of long-term capital gains (i.e., the excess of any net long-term capital gains
over net short-term capital losses), if any, are taxable as long-term capital
gains whether received in cash or shares without regard to how long a
shareholder has held his shares. Gain or loss realized on a redemption by a
shareholder will be treated as a capital gain or loss unless the shares are
not capital assets in the shareholder's hands. Shareholders will be notified
by each January 31 of the amounts of dividends and distributions for the
preceding year, including the amounts (if any) which have been designated as
long-term capital gains distributions. The Funds may be required by the Code
to withhold at a rate of 31% upon payment of redemptions to shareholders, and
from taxable dividends and capital gain distributions (if any), if provisions
of the law relating to the furnishing of taxpayer identification numbers and
reporting of dividends are not complied with by shareholders.

<PAGE>
The foregoing is a general summary of the applicable provisions of the Code
and Treasury Regulations presently in effect. Dividends and distributions
also may be subject to state or local taxes. Investors should consult their
tax advisors for specific information.

How To Redeem Shares

Shareholders may redeem shares at the per share net asset value next determined
after receipt of certificates endorsed by all parties (or trustees) in whose
name the certificates are issued, and in proper form for transfer, at the
office of IFTC. The certificates must be endorsed by the parties exactly as
the certificates are registered and the signature(s) must be guaranteed by a
bank or trust company or a member firm of a national securities exchange. If no
certificates have been issued to the shareholder, redemption may be accomplished
by signed written request, guaranteed as above, directed to the IFTC; provided,
however, that a shareholder to whom no certificate(s) have been issued may
redeem up to as much as $500 in shares in any one calendar year without the
signature being guaranteed. The signature need not be guaranteed where shares
of one Fund are exchanged for shares of the other Fund. A redemption request
should identify the account by number and should be signed by all parties (or
trustees) in whose name the account is registered in the exact manner in which
the account is registered. It is suggested that all redemption requests by
mail be sent certified with return receipt requested.

Shares may be redeemed by telephoning IFTC at 1-800-292-6701, provided the
shareholder elects such option on the initial application, in which event the
signature(s) on the application must be guaranteed as described above.
Payment will be by check mailed the next day to the bank account designated by
the shareholder in the application. The bank account can be changed only by the
shareholder submitting a written request with the signature guaranteed. Unless
the redemption is a total redemption, a shareholder may not effect a redemption
by telephone for an amount per Fund of less than $500 or greater than $10,000.
Redemption by telephone is not available on accounts where share certificates
are outstanding. During periods of unusual market changes and shareholder
activity, you may experience delays in contacting IFTC by telephone, in which
case you may wish to submit a written redemption request, as described above.
The telephone redemption privilege may be modified or terminated without
notice.

A check for payment for shares redeemed will be issued as early as possible,
but not later than seven days after IFTC's receipt of the certificates or the
written redemption request. However, IFTC will not disburse payment for shares
purchased by check (including payment by certified or casher's check) for up to
fifteen calendar days following the investment date. Redemption of shares may
be suspended or payment postponed at times (a) when the New York Stock Exchange
is closed other than weekends and holiday, (b) when trading on said Exchange
is restricted, (c) when an emergency exists as a result of which disposal by
the Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, or during any other period when the Securities and Exchange Commission,
by order, so permits; provided that applicable rules and regulations of the
Securities and Exchange Commission shall govern as to whether the conditions
prescribed in (b) or (c) exist.

Neither Fund nor Investor Services makes a charge for redemption. Other
broker-dealers may charge for handling redemption transactions but such charge
can be avoided by requesting redemption by the Funds directly or through the
Investor Services.

<PAGE>
The shareholder may, within thirty days of a redemption of shares of either
Fund, reinvest the proceeds in shares of that Fund or the other Fund at net
asset value without a sales charge. This privilege is permitted only once to
each shareholder per year.

Due to the high cost of maintaining accounts, each Fund reserves the right to
redeem any account which has been in existence for at least one year and which
has a balance of less than $250. A shareholder will be notified in writing of
either Fund's intention to redeem and given 60 days to make additional share
purchases before the redemption is processed.

Additional Information

Each Fund has authorized capital stock of 10,000,000 shares of $1.00 par value.
Each share entitles the holder to participate equally in dividends and
distributions declared by the Fund and in its remaining net assets on
liquidation after satisfaction of outstanding liabilities. Fund shares are
fully paid and nonassessable when issued; have no preemptive or conversion
rights; are transferable without restriction; and are redeemable at net asset
value.

On matters submitted for a shareholder vote, each shareholder is entitled to
one vote for each share owned. Fractional shares have proportionally the same
rights as do full shares.

As of April 12, 1996, Jefferson-Pilot Life Insurance Company owned
beneficially 400,000 shares or 16.81% of the Capital Appreciation Fund's
outstanding shares and 730,821 shares or 32.29% of the Bond Fund's outstanding
shares. That Company, like JP Management, is a wholly-owned subsidiary of
Jefferson-Pilot Corporation, Greensboro, North Carolina, which is deemed to
control the Funds.

Shareholder inquires should be directed to Investors Fiduciary Trust Company,
127 West 10th Street, Kansas City, MO 64105-1716, (Phone: 1-800-292-6701)

In the opinion of the staff of the Securities and Exchange Commission, the use
of this combined prospectus may make each Fund liable for any misstatement or
omission in this prospectus regardless of the Fund to which it pertains.
<PAGE>

Jefferson-Pilot Investment Grade Bond Fund, Inc.
100 North Greene Street
Greensboro, North Carolina 27401
Telephone 1-800-458-4498
_______________________________________________________________________
Statement of Additional Information
May 1, 1996
_______________________________________________________________________
Page
Table of Investment Objectives and Policies . . . .B-1
Contents Investment Restrictions. . . . . . . . . .B-1
The Investment Adviser . . . . . . . . . .B-3
Brokerage. . . . . . . . . . . . . . . . .B-4
Purchase and Redemption of Shares. . . . .B-5
The Fund's Distributor . . . . . . . . . .B-6
The Fund's Directors and Officers .B-6
General Information. . . . . . . . . . . .B-7
Financial Statements . . . . . . . . . . .B-9
________________________________________________________________________

This Statement of Additional Information is not a prospectus but
supplements and should be read in conjunction with the current Prospectus
dated May 1, 1996 of Jefferson-Pilot Investment Grade Bond Fund, Inc.
("Fund"). A copy of the Prospectus may be obtained by contacting the
Fund at the address or telephone number shown on the cover page.

Investment Objectives and Policies

The Fund's investment objectives and how it hopes to achieve those
objectives are described on page one of the Prospectus. There can be no
assurance that these objectives will be achieved. The objectives may not
be changed without the approval of a majority of the Fund's shareholders.
A majority means: the lesser of (i) a majority of the Fund's outstanding
voting securities, or (ii) 67 percent of the shares present at a shareholders'
meeting at which more than 50 percent of the outstanding shares are
present or represented by proxy.

Investment Restrictions

In addition to, or amplification of, the investment restrictions set forth in
the Prospectus, the Fund may not:

1. Issue senior securities.

2. Purchase securities on margin or sell short, except it may obtain
such short-term credits as are necessary for the clearance of
transactions.

3. Write, purchase or sell puts, calls or combinations thereof.

4. Borrow money except that, as a temporary measure for extraordinary
or emergency purposes and not for investment purposes, the Fund
may borrow up to 5% of the value of its total assets.

5. Act as an underwriter of securities of other issuers, except the
Fund may invest up to 10% of the value of its net assets (at
time of investment) in portfolio securities which the Fund might
not be free to sell to the public without registration of such
securities under the Securities Act of 1933.
<PAGE>
It may be difficult for the Fund to sell restricted securities at prices
representing their fair market value except pursuant to an effective
registration statement under the Securities Act of 1933. If registration
of restricted securities is necessary, a considerable period of time may
elapse between the decision to sell and the effective date of the
registration statement. During that time the price of securities to be
sold may be affected by adverse market conditions.

In purchasing restricted securities, the Fund will endeavor to have the
issuer agree to register the securities on request and pay the
registration expenses. The Fund may be obliged, however, to bear all
or part of these expenses. The Fund's Board of Directors will value
restricted securities in good faith in determining the net asset value of
Fund shares. The valuations will be made on an individual basis in
light of the particular circumstances affecting each restricted security,
including market value (if any), the period of time the restrictions are
in force, and other relevant factors. The Fund has not for the past 12
months owned any restricted securities and has no present intention
of acquiring such securities.

6. Purchase or sell real estate or interest in real estate, nor interests
in real estate investment trusts or real estate limited partnerships (however,
the Fund may purchase interests in real estate investment trusts whose
securities are registered under the Securities Act of 1933 and are readily
marketable).

7. Engage in the purchase and sale of commodities or commodity contracts.

8. Make loans, except to the extent that either of the following is
deemed to constitute a loan: (a) purchase of a portion of an issue
of a debt security distributed to the public; or (b) investments in
"repurchase agreements".

9. Purchase the securities (except U.S. Government securities) of any
one issuer if immediately after and as a result of such purchase (a) the
value of the holdings of the Fund in the securities of such issuer exceeds
5% of the value of the Fund's total assets, or (b) the Fund owns more than
10% of the outstanding voting securities of any one class of securities of
such issuer.

10. Purchase the securities of open-end investment companies. The Fund
may purchase the securities of other investment companies provided that
(a) immediately after such purchase the Fund and companies controlled by
the Fund, or other investment companies having the same investment
adviser as the Fund, do not own more than 10% of the investment
company whose securities are being purchased; (b) the Fund cannot invest
more than 10% of its total assets in the securities or other investment
companies; and (c) such purchases are made in the open market where no
commission or profit to a sponsor or dealer results other than the
customary broker's commission. The restrictions of the preceding
sentence do not apply in connection with a merger, consolidation, or plan
of reorganization.

11. Mortgage, pledge, hypothecate, or in any manner transfer, as security
of indebtedness, any securities owned or held by the Fund.

<PAGE>

12. Participate on a joint or joint and several basis in any trading account
in securities or effect a short sale of anysecurity, except in connection with
an underwriting in which it is a participant in the circumstances specified
in Paragraph 5.

13. Purchase or retain the securities of any issuer if those officers and
directors of the Fund, its adviser or underwriter owning individually
more than 0.5% of the securities of such issuer together own more than
5% of the securities of such issuer.

14. Invest in companies for the purpose of exercising control or management.

15. Invest in foreign securities other than securities issued by Canadian
companies.

16. Invest in interests of oil, gas, or other mineral exploration or
development programs (including oil, gas, or mineral leases).

The investment restrictions in Paragraph 1 through 13 above and on page
one of the Prospectus are fundamental policies and may not be changed
without the approval of a majority of the Fund's shareholders. The
policies mentioned in Paragraphs 14-16 above are not fundamental and
may be changed without shareholder approval.

While the Fund will not purchase illiquid, including restricted, securities
if such purchase would cause its then total investment in such securities
to exceed 10% of the value of its net assets, the Fund could through the
decrease in values of its other securities, for example, at sometime own
illiquid, including restricted, securities having a value in excess of 10% of
the value of its net assets. In that event, the Fund will promptly take such
action as its Board of Directors deems appropriate to assure the continued
liquidity of the Fund.

The Investment Adviser

The Fund's investment adviser, JP Investment Management Company ("JP
Management"), like Investor Services, is a wholly-owned subsidiary of
Jefferson-Pilot Corporation, an insurance holding company. E. J. Yelton,
John C. Ingram, W. Hardee Mills and J. Gregory Poole are officers and/or
directors of the Fund and of JP Management. Their positions with the
Fund and/or JP Management are (with the Fund position shown first)
President, Treasurer and Director/President and Director; Director/Senior
Vice President, Treasurer and Director; Vice President/Vice President; and
Secretary/Secretary; respectively.

JP Management's services are provided under an Investment Advisory
Agreement with the Fund dated March 6, 1978. Under the terms of the
agreement, JP Management provides personnel, including executive
officers for the Fund, and compensates the Fund's directors who are
affiliated with JP Management or its affiliated companies. JP
Management also furnishes, or causes to be furnished, at is own expense
office space, facilities and necessary executive and other personnel for
conducting the Fund's affairs and pays all expenses incurred by it or the
Fund in connection with the administration of the investment affairs of the
Fund.

<PAGE>

The Fund pays all other corporate expenses incurred in its operations
except that Investor Services bears the expenses relating to the continuous
public offering of the Fund's shares. Among others, the Fund pays its
taxes (if any), brokerage commissions on portfolio transactions, expenses
relating to the issue, transfer, redemption and pricing of shares,
disbursement of dividends and other distributions, custodian fees, auditing
and legal expenses, compensation of unaffiliated directors, and expenses
in connection with meetings of director and shareholders.

As compensation for its services, JP Management receives from the Fund
a fee at an annual rate of half of 1% of the Fund's average daily net asset
value during the monthly period computed in the manner used in
determining the public offering price of Fund shares (see "How to
Determine Net Asset Value" in the prospectus).

If, in any fiscal year, the total of the Fund's ordinary business
expenses (including the investment advisory fee but excluding taxes,
portfolio brokerage commissions and interest ) exceeds 1% of the Fund's
average daily net asset value, JP Management pays the excess. The
payment of the investment advisory fee at the end of any month is reduced
or postponed so that at the end of any month there is not any accrued but
unpaid liability under this expense limitation. The Fund's ordinary
business expenses did not, during fiscal years 1993, 1994, or 1995 exceed
1% of its average daily net asset value.

The amount of JP Management's advisory fee for fiscal year 1993 was
$112,684, for fiscal year 1994 was $111,640, and for fiscal year 1995 was
$109,982.

Under a Service Agreement between the Fund, JP Management, Jefferson-
Pilot Life Insurance Company and Jefferson-Pilot Investments, Inc.
("Companies"), which agreement is dated January 25, 1984, the
Companies have agreed to furnish such personnel, services and facilities
as may be reasonably needed by JP Management in connection with its
performance under the Investment Advisory Agreement, and JP
Management has agreed to compensate the Companies for their services
in this regard. Because of the arrangements under the Service Agreement,
the Companies might be deemed to be investment advisers of the Fund,
and the Service Agreement an investment advisory contract, for purposes
of the Investment Company Act of 1940. However, the Companies have
been advised by counsel that they are not by reason of such arrangements
investment advisers under that Act.

For the years ended December 31, 1993, 1994, and 1995 the
aggregate amount paid by JP Management to the Companies under this
Service Agreement and similar service agreements between JP
Management, the Companies and other mutual funds managed by JP
Management was $352,095, $444,313, and $347,048, respectively.

The Investment Advisory Agreement and the Service Agreement may,
independently of each other, continue in force from year to year if the
continuance of each such agreement is approved at least annually by the
Fund's Board of Directors', including the specific approval with respect to
the continuance of each such agreement of a majority of the Directors who
are not parties to the particular agreement or interested persons (as that
term is defined in the Investment Company Act of 1940) of any such
party, cast in person at a meeting called for the purpose of voting on the
approval of the particular agreement.

<PAGE>

The Investment Advisory Agreement and the Service Agreement may be
terminated at any time without the payment of any penalty on 60 days'
notice to the other parties either by a vote of the Fund's Board of Directors
or by a vote of the majority of the Fund's shareholders. The Investment
advisory Agreement and the Service Agreement will automatically
terminate in the event of their assignment.

The Investment Advisory Agreement may be terminated by JP
Management on 90 days' written notice to the Fund. The Service
Agreement may be terminated on 90 days' written notice to the Fund and
the other parties by JP Management or any of the Companies.

The Fund's name has been adopted with the permission of Jefferson-
Pilot Corporation and its continued use is subject to the right of Jefferson-
Pilot Corporation to withdraw this permission at any time. If the
permission is withdrawn, but JP Management proposes to continue as the
Fund's investment adviser, the Investment Advisory Agreement will be
submitted to Fund shareholders for approval.

Brokerage

Transactions on stock exchanges and other agency transactions involve the
payment by the Fund of negotiated brokerage commissions. Such
commissions vary among different brokers. Also, a particular broker may
charge different commissions according to such factors as the difficulty
and size of the transaction. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, or for fixed
income securities (which currently includes most of the Fund's portfolio
transactions), but the price paid by the Fund usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the
price paid by the Fund includes a disclosed, fixed commission or discount
retained by the underwriter or dealer.

JP Management, which places all orders for the purchase and sale of
securities of the Fund, has no formula for the allocation of brokerage
business in the purchase and sale of securities for the fund. Purchase and
sale orders are placed with the primary objective of obtaining the best
execution. Subject to the foregoing, orders are placed with broker-dealer
firms giving consideration to the quality, quantity and nature of the firms'
professional services which include execution, clearance procedures, and
statistical data and research information to the Fund and JP Management.
In pursuing this objective, JP Management may purchase securities in the
over-the-counter market, utilizing the services of principal market makers
unless better execution can be obtained elsewhere, and may purchase
securities listed on an exchange from non-exchange members in
transactions off the exchange. Although any statistical, research or other
information and services provided by broker-dealers may be useful to JP
Management, its dollar value is indeterminable and its availability does
not serve to materially reduce JP Management's normal research activities
or expenses. Any such information, which includes such matters as
general economic and security market reviews, industry and company
reviews, evaluations of securities and recommendations as to the purchase
and sale of securities, must still be analyzed and reviewed by JP
Management's personnel. JP Management may, in recognition of the
value of brokerage or research services provided by the broker, pay such
broker a brokerage commission in excess of that which another broker

<PAGE>

might have charged for effecting the same transaction. JP Management
will not, however, effect a transaction at such higher commission unless
it determines in good faith that the amount of the higher commission is
reasonable in relation to the value to the Fund of the brokerage and
research services being provided. Statistical research or other information
or services received by JP Management from broker-dealers may be used
by JP Management in servicing various of its clients (including the Fund),
although not all these services are necessarily useful and of value in
servicing the Fund. The total amount of brokerage commissions on
purchase and sale transactions in fiscal year 1993 was zero, in fiscal year
1994 was zero, and in fiscal year 1995 was zero.

Purchase and Redemption of Shares

Reference is made to the information in the Prospectus under "How to
Purchase Shares" and "How to Redeem Shares" which describes the
manner in which the net asset value of the shares of the Fund is computed
as of the close of trading on each day the New York Stock Exchange is
open for trading, and on any other day in which there is a sufficient degree
of trading in the Fund's portfolio securities to materially affect net asset
value, and how the offering price is determined based on such net asset
value plus a sales commission, and the manner of placing orders for the
purchase of shares, including special purchase plans and methods. It also
sets forth specific directions for the redemption of shares at net asset value
and describes, and tells the procedure to be followed in exercising, the
investment privilege. The Fund's shares are not valued on New Year's
Day, President's Day, Good Friday, Memorial Day, July 4, Labor Day,
Thanksgiving Day or Christmas Day, as the New York Stock Exchange
closes on those days.

Individual Retirement Accounts ("IRA's") are available for individuals
whether or not they are active participants in any other tax qualified
employer plan. Investors Fiduciary Trust Company, 127 W. 10th Street,
Kansas City, MO 64105, has agreed to act as trustee for IRA's which
invest in the Fund for a fee of $12.00 a year and utilize a model form
available from Investor Services. An employer who has established a
person or profit-sharing plan for employees may purchase Fund shares for
such a program. Forms and additional information for those individuals
and institutions wishing to purchase shares of the Fund in conjunction
with a tax-deferred retirement plan are available through Investor Services
to be used as a guide for the investor's own tax advisor.

Fund shares may be sold at net asset value to employee benefit plans
qualified under Section 401 of the Internal Revenue Code covering
employees of the Fund, Jefferson-Pilot Corporation or affiliates thereof.
In addition, Fund shares may be sold at net asset value to (a) current or
retired directors and officers of the Fund; current or retired employees of
Jefferson-Pilot Corporation or affiliates thereof; spouses, minor children
and grandchildren of the above persons; and parents of employees and
parents of spouses of employees of Jefferson-Pilot Corporation or
affiliates thereof; (b) broker/dealers which have entered into a sales
agreement with Investor Services, and to their bona fide full-time
employees, spouses of such employees and sales representatives who have
acted as such for not less than 180 days; and (c) to any trust, pension,
profit-sharing or other benefit plan (whether or not such plans are
qualified under Section 401 of the Internal Revenue Code) established for

<PAGE>

such persons, provided written assurance is given that the purchase is
made for investment purposes and that the Fund shares will not be resold
except through redemption or repurchase by or on behalf of the Fund.
Such persons will be given notice that they are eligible to purchase the
Fund's shares at net asset value, but they will not otherwise be solicited to
purchase shares of the Fund. Investor Services incurs very few, if any,
expenses in selling shares to such persons.

The Fund's Distributor

Jefferson-Pilot Investor Services, Inc. ("Investor Services"), formerly
Jefferson-Pilot Equity Sales, Inc., is the principal distributor of the Fund's
shares and acts as agent of the Fund in the sale of its shares. Investor
Services may make sales agreements with dealers to sell Fund shares. In
the fiscal year ended December 31, 1993, sales of Fund shares resulted in
gross commissions of $62,925, in fiscal year 1994 the amount was
$28,612, and in fiscal year 1995 the amount was $8,656. All of these
commissions were retained by Investor Services. Investor Services did
not receive, directly or indirectly, any other compensation from the Fund
during these years.
<PAGE>

The Fund's Directors and Officers

The following list of the Fund's directors and executive officers, all of
whom are also directors and/or officers of Jefferson-Pilot Capital
Appreciation Fund, Inc., JP Capital Appreciation Fund, Inc., and JP
Investment Grade Bond, Inc., includes information as to their principal
occupations during the past five years and their principal affiliations.

Name, Address & Position Principal Occupations During
with Fund Past 5 Years

E. J. Yelton* Senior Vice President - Investments,
Director, President & Treasurer Jefferson-Pilot Corporation and
100 North Greene Street Executive Vice President - Investments,
Greensboro, North Carolina Jefferson-Pilot Life Insurance Company
since October 1993; prior thereto,
President and CEO, ING North America
Investment Centre/Member of ING Group;
Director, Jefferson-Pilot Investor
Services; President and Director,
JP Management

John C. Ingram* Senior Vice President, Jefferson-Pilot
Director Life Insurance Company since November
100 North Greene Street 1988 and prior thereto, Vice President;
Greensboro, North Carolina Senior Vice President, Treasurer
and Director, JP Management

Richard Wolcott McEnally Professor of Investment Banking,
Director University of North Carolina at
401 Brookside Drive Chapel Hill
Chapel Hill, North Carolina

William Edward Moran Senior Vice President, Connors Investor
Director Services, Inc. since January 1995;
5206 Barnfield Road prior thereto, Chancellor, University
Greensboro, North Carolin of North Carolina at Greensboro

J. Lee Lloyd Managing Director, Lloyd & Company
Director since April 1991; prior thereto,
16 Irving Park Lane Vice President, Goldman, Sachs & Co.
Greensboro, North Carolin

J. Gregory Poole Assistant Secretary, Jefferson-Pilot
Secretary Corporation, since January 1994;
100 North Greene Street Associate Counsel and Assistant
Greensboro, North Carolina Secretary, Jefferson-Pilot Life
Insurance Company, since February 1994;
Attorney and Assistant Secretary,
January 1994; and prior thereto, Attorney

*Messrs. Yelton and Ingram are interested persons (as that term is
defined in the Investment Company Act of 1940, as amended) of the
Fund.

<PAGE>

The following officers of the Fund also serve as officers and/or
directors of JP Management and Investor Services: E. J. Yelton, President
and Treasurer of the Fund, is President and a Director of JP Management
and a Director of Investor Services; W. Hardee Mills, Jr., Vice President
of the Fund, is Vice President of JP Management; and J. Gregory Poole,
Secretary of the Fund, is Secretary of Investor Services and JP
Management. Each director of the Fund also serves as director of 3 other
funds in the Jefferson-Pilot Investment Management Fund Complex.
Messrs. Yelton, Poole and Mills hold positions with the other companies
in the Jefferson-Pilot Investment Management Fund Complex similar to
the positions held with the Fund. The other companies within the Fund
Complex have the same investment adviser as does the Fund.

The following table provides information regarding the compensation
each director was paid by the Fund and the Fund Complex for the year
ended December 31, 1995.

COMPENSATION TABLE

Pension or Total
Retirement Estimate Compensation
Aggregate Benefits Accrued Annual from funds &
Compensation as part of Benefit upon 3 other fund
Name of Person, from Fund Fund Expenses Retirement in Complex
Position

John C. Ingram
Director $ 0 $ 0 $ 0 $ 0

J. Lee Lloyd
Director 1,220 0 0 4,880

Richard W. McEnally
Director 1,220 0 0 4,880

William E. Moran
Director 1,220 0 0 4,880

E. J. Yelton
Director, President
Treasurer 0 0 0 0

The Board of Directors met five times during the year.

During the year ended December 31, 1995, directors not employed by
the Fund or its affiliates received a $100 director's fee for each meeting
attended, amounting to an aggregate of $500. In addition, each of the
non-affiliated directors receives a fee of $720 per year, payable in equal
monthly installments.

<PAGE>

General Information

The ownership of the Fund's outstanding securities by Jefferson-Pilot Life
Insurance Company, a North Carolina corporation with its principal office
at 100 North Greene Street, Greensboro, North Carolina 27401, is
disclosed under "Additional Information" in the Prospectus. That
company is a wholly-owned subsidiary of Jefferson-Pilot Corporation, a
publicly held North Carolina corporation with its principal office at 100
North Greene Street, Greensboro, North Carolina 27401. The Fund's
officers and directors together own less than 1% of its securities.
Investors Fiduciary Trust Co., 127 W. 10th Street, 12th Floor, Kansas
City, MO 64105, acting as custodian, has the custody of all the Fund's
securities and cash. That company attends to the collection of principal
and income, and payment for and collection of proceeds of securities
bought and sold by the Fund.

The Fund's independent accountants are McGladrey & Pullen, 555 Fifth
Avenue, 8th Floor, New York, New York 10017-2416, who audit and
report on the Fund's annual financial statements, review certain regulatory
reports, prepare the Fund's income tax returns, and perform other
professional accounting, auditing, tax and advisory services when engaged
to do so by the Fund. The selection of independent accountants will be
submitted annually to the Fund's shareholders for approval. Shareholders
will receive annual audited financial statements and quarterly unaudited
financial statements.

<PAGE>
Statement of Assets and Liabilities

December 31, 1995

Assets

Investment in securities at value (cost $19,542,302) $ 21,721,644
Cash 254,766
Receivables:
Interest 360,833
Capital shares sold 3,401

Total Assets $ 22,340,644

Liabilities

Payables:
Capital shares redeemed $ 1,585
Accrued expenses 49,130

Total Liabilities 50,715

Net Assets

Net Assets, equivalent to $9.66 per share on
2,307,624 shares of capital stock outstanding (Note 2) $ 22,289,929

Computation of public offering price:
Net asset value per share $ 9.66

Offering price per share (100/95.5 x $9.66)
(reduced on sales of $25,000 or more) $ 10.12

See Notes to Financial Statements.

<PAGE>

Statement of Operations
Year Ended December 31, 1995

Investment Income:
Interest $ 1,604,710

Expenses:
Investment Adviser's fee (Note 3) 109,982
Custodian and Transfer Agent fees 48,836
Directors' fees 3,660
Professional fees 24,300
Shareholder accounting services (Note 3) 10,250
Printing and mailing 7,200
Other 6,228

Total expenses 210,456

Less expenses offset (Note 5) ( 12,830)

Net expenses 197,626

Investment income _ net $ 1,407,084

Realized and Unrealized Gain
(Loss) on Investments:
Net realized loss on investments ( 45,405)
Unrealized appreciation of investments for the year 2,333,056

Net gain on investments 2,287,651

Net increase in net assets from operations $ 3,694,735

See Notes to Financial Statements.

<PAGE>

Statements of Changes in Net Assets
Years Ended December 31, 1995 and 1994

1995 1994
Increase (Decrease) in Net Assets from:

Operations:
Investment income _ net $ 1,407,084 $ 1,479,005
Net realized loss on investments ( 45,405) ( 774,526)
Unrealized appreciation (depreciation)
for the year 2,333,056 (2,124,538)

Net increase (decrease) in net assets
from operations 3,694,735 (1,420,059)

Dividends paid to shareholders from
investment income _ net (1,403,096) (1,443,508)

Capital share transactions (Note 2) (1,033,355) 263,565

Total increase (decrease) 1,258,284 (2,600,002)

Net Assets
Beginning of year 21,031,645 23,631,647

End of year (including undistributed net
investment income of $39,486 and
$35,497, respectively) $22,289,929 $21,031,645

See Notes to Financial Statements.

<PAGE>

Statement of Investments
December 31, 1995

Face
Ratings* Amount Issue Value

Bonds _ 99.08%
U.S. Government _ 43.80%
$ 750,000 U.S. Treasury Notes
51/8% due 11/30/98 $ 747,540

750,000 U.S. Treasury Notes
63/8% due 8/15/02 786,443

1,000,000 U.S. Treasury Notes
61/2% due 4/30/99 1,036,560

1,000,000 U.S. Treasury Notes
67/8% due 3/31/00 1,056,410

850,000 U.S. Treasury Notes
71/2% due 1/31/96 851,462

750,000 U.S. Treasury Notes
8% due 10/15/96 765,465

500,000 U.S. Treasury Bonds
87/8% due 8/15/17 669,685

750,000 U.S. Treasury Notes
93/8% due 4/15/96 758,558

1,000,000 U.S. Treasury Bonds
103/8% due 11/15/09 1,319,370

1,000,000 U.S. Treasury Bonds
123/4% due 11/15/10 1,523,120

Mortgage-Backed Securities _ 13.47%
1,000,000 Federal Home Loan Mortgage Corporation
6% due 3/15/09 945,000

2,000,000 Federal Home Loan Mortgage Corporation
7% due 9/15/23 1,981,240

Industrials _ 27.09%

Finance _ 10.77%
A1 1,000,000 Ford Motor Credit Company
63/4% Notes due 8/15/08 1,026,890

A1 750,000 Merrill Lynch & Company, Inc.
67/8% Notes due 3/01/03 780,907

A1 500,000 SunTrust Banks, Inc.
87/8% Notes due 2/01/98 532,075
<PAGE>

Foods _ 3.63%
Aa2 750,000 Archer-Daniels-Midland Company
71/8% Debs. due 3/01/13 788,580

Machinery _ Industrial/Specialty _ 2.57%
A2 500,000 Johnson Controls, Inc.
7.70% Debs. due 3/01/15 558,625

Natural Gas _ 1.63%
Baa2 350,000 Tennessee Gas Pipeline Company
91/4% Notes due 5/15/96 354,126

Pollution Control _ 2.43%
Baa2 500,000 Laidlaw, Inc.
7.70% Debs. due 8/15/02 528,225

Railroads _ 3.49%
Baa2 750,000 Kansas City Southern Industries, Inc.
65/8% Senior Notes due 3/01/05 757,627

Tobacco _ 2.57%
A2 500,000 Philip Morris Companies, Inc.
81/4% Senior Notes due 10/15/03 557,400

Utilities _ 14.72%

Utilities _ Electric _ 3.30%
A2 113,000 Carolina Power & Light Company
81/8% 1st Mtge. due 11/01/03 115,582

A1 500,000 South Carolina Electric & Gas Company
9% 1st & Ref. due 7/15/06 601,705

Utilities _ Gas _ 7.73%
Aa3 500,000 Laclede Gas Company
81/2% 1st Mtge. due 11/15/04 571,065

A2 500,000 National Fuel Gas Company
73/4% Debs. due 2/01/04 542,855

Baa1 500,000 Texas Gas Transmission
85/8% Notes due 4/01/04 565,270

Utilities _ Telephone _ 3.69%
A3 750,000 United Telephone Company of
Pennsylvania 73/8% 1st Mtge.
Ser. Y due 12/01/02 799,958

Total Bonds (Cost _ $19,342,401+) 21,521,743

Short-Term Securities _ .92%
A1 200,000 Ford Motor Credit Company, 1/03/96 199,901

Total Short-Term Securities
(Cost _ $199,901+) 199,901

Total Investments _ 100%
(Cost _ $19,542,302+) $21,721,644

* Bonds are rated by Moody's Investors Service, Inc. and
Commercial Paper is rated by Standard & Poor's Corporation.

+ Aggregate cost for Federal income tax purposes is the same.

See Notes to Financial Statements.

<PAGE>

Notes to Financial Statements

Note 1. Significant Accounting Policies
Jefferson-Pilot Investment Grade Bond Fund, Inc., is an open-end management
investment company registered under the Investment Company Act of 1940. The
Fund's primary investment objective is to seek the maximum level of current
income as is consistent with prudent risk. The Fund attempts to achieve this
objective by investing primarily in high-rated fixed income securities and
dividend paying common stocks, however, other types of securities may be
purchased depending upon the judgement of management. The following is a
summary of significant accounting policies followed in the preparation of its
financial statements:

Valuation of Securities _ Fixed income securities are valued by using market
quotations or independent pricing services which utilize prices provided by
market makers or estimates based on yield data related to similar securities;
short-term securities are stated at amortized cost which approximates value.

Federal Income Taxes _ It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to "regulated investment companies" and
to distribute all of its taxable income to its shareholders. Therefore, no
provision for Federal income tax is required.

Use of Estimates _ The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets
from operations during the reporting period. Actual results could differ from
those estimates.

General _ Securities transactions are accounted for on the trade date.
Distributions to shareholders are recorded on the ex-dividend date. Interest
income is accrued as earned.

Note 2. Capital Stock
At December 31, 1995, 10,000,000 shares of capital stock ($1.00 par value) were
authorized and capital paid-in amounted to $20,960,868. Transactions in capital
stock were as follows:

Year Ended Year Ended
December 31, 1995 December 31, 1994

Shares Amount Shares Amount
Sold 36,972 $ 344,257 150,431 $ 1,421,796
Issued on reinvestment
of dividends 94,251 879,674 101,556 909,213
Redeemed (241,492) ( 2,257,286) (224,210) ( 2,067,444)

Net increase (decrease) (110,269) ($ 1,033,355) 27,777 $ 263,565

<PAGE>

Note 3. Investment Advisory Fee and other Transactions with Affiliates
JP Investment Management Company received investment advisory fees of $109,982
during the year ended December 31, 1995. This fee is computed at the annual
rate of 0.5% of the Fund's average daily net asset value. If the Fund's
expenses, excluding interest and taxes, exceed 1% of the average daily net
asset value, the Investment Adviser will pay the excess. No such reimbursement
was required during the year.

Expenses include $10,250 of fees paid to JP Investment Management Company for
shareholder accounting services.

Jefferson-Pilot Investor Services, Inc. received sales commissions of $8,656
in its capacity as Principal Distributor for the Fund.

Note 4. Investment Transactions
Purchases and sales of investment securities, excluding short-term securities,
were $7,023,037 and $7,551,805, respectively.

Realized gains and losses are reported on an identified cost basis. Accumulated
undistributed net realized loss at December 31, 1995 was $889,767. This loss
may be carried forward to offset future capital gains with $69,836 expiring in
2001, $44,589 expiring in 2002, and $775,342 expiring in 2003.

At December 31, 1995, the aggregate gross unrealized appreciation and
depreciation of portfolio securities was as follows:

Unrealized appreciation $2,180,005
Unrealized depreciation ( 663)

Net unrealized appreciation $2,179,342

Note 5. Expense Offset Arrangement
The Fund has an arrangement with its custodian and transfer agent whereby
credits earned on cash balances maintained at the custodian are used to offset
custody and transfer agent charges. These credits amounted to $12,830 for the
year ended December 31, 1995.

<PAGE>

Note 6. Selected Financial Information

Years Ended December 31,
1995 1994 1993 1992 1991
Per share operating performance
(for a share outstanding
throughout the year)

Net asset value,
beginning of year $ 8.70 $ 9.89 $ 9.57 $ 9.65 $ 9.23

Income from investment operations
Net investment income .60 .62 .64 .66 .76
Net realized and unrealized
gain (loss) on investments .96 (1.21) .32 (.06) .44

Total from investment
operations 1.56 (.59) .96 .60 1.20

Less dividends from net
investment income (.60) (.60) (.64) (.68) (.78)

Net asset value, end of year $ 9.66 $ 8.70 $ 9.89 $ 9.57 $ 9.65

Total return (without
deduction of sales load) 18.39% (5.97)% 10.24% 6.53% 13.76%

Ratios/supplemental data:
Net assets, end of year
(000 omitted) $22,290 $21,032 $23,632 $21,359 $19,313
Ratios to average net assets:
Expenses .96% .85% .86% .93% .93%
Net investment income 6.40 8.32 6.46 6.99 8.18
Portfolio turnover rate 33.91 41.01 21.34 25.53 23.65

<PAGE>

Independent Auditor's Report

To the Board of Directors and Shareholders
Jefferson-Pilot Investment Grade Bond Fund, Inc.

We have audited the accompanying statement of assets and liabilities and the
statement of investments of Jefferson-Pilot Investment Grade Bond Fund, Inc. as
of December 31, 1995, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the selected financial information for each of the five
years in the period then ended. These financial statements and selected
financial information are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
selected financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1995, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of Jefferson-Pilot Investment Grade Bond Fund, Inc. as of
December 31, 1995, the results of its operations, the changes in its net
assets, and the selected financial information for the periods indicated,
in conformity with generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

New York, New York
January 11, 1996
<PAGE>
PART C
OTHER INFORMATION

Page in
Statement of
Item 24. Financial Statements and Exhibits Additional Information

(a) Financial Statements.

Included in the Statement of Additional Information:

Statement of Assets and Liabilities
at December 31, 1995 B-9

Statement of Operations for the Year
ended December 31, 1995 B-10

Statement of Changes in Net Assets for
the Years Ended December 31, 1995 and
1994 B-11

Statement of Investments at December 31, 1995 B-12

Notes to Financial Statements B-15

Report of Certified Public Accountants B-18

Filed as part of Part C of Registration Statement:

None

All other financial statements are omitted because
they are not applicable or the required information
is shown in the financial statements or the notes thereto.

(b) Exhibits.

1 Articles of Incorporation (incorporated by reference to Exhibit 1
of Form N-8B-1).

2 By-Laws (incorporated by reference to Post-Effective
Amendment No. 13 to the Registrant's Form N-1A).

3 None.

4 Copy of security (incorporated by reference to Exhibit 4(a)
of Form N-8B-1).

5 Investment Advisory Agreement (incorporated by reference to
Exhibit 5(a) of Form N-8B-1).

6 Distribution Agreement (incorporated by reference to Exhibits
6(a) and 6(b) of Form N-8B-1).

<PAGE>
7 None.

8 Custody Agreement (incorporated by reference to Post-Effective
Amendment No. 24 to the Registrant's Form N-1A).

9 Investment Company Service Agreement (incorporated by reference
to Exhibit 9 of Form N-8B-1).

9 (a) Service Agreement (incorporated by reference to Post-Effective
Amendment No. 12 to the Registrant's Form N-1).

9 (b) Fund Accounting Agreement between the Registrant and its
investment adviser dated September 26, 1986 (incorporated by
reference to Post-Effective Amendment No. 18 to Form N-1A).

9 (c) Agency Agreement (incorporated by reference to Post-Effective
Amendment No. 24 to the Registrant's Form N-1A).

10 Not Applicable.

11 Consent of Certified Public Accountants.

12 Not Applicable.

13 None.

14 None.

15 None.

16 Not Applicable.

Item 25. Persons Controlled By or Under Common Control With Registrant

Jefferson-Pilot Life Insurance Company, incorporated under the
insurance laws of the State of North Carolina, owns beneficially
and of record 730,821 shares of Registrant's common stock, which
represents approximately 32.29% of Registrant's outstanding voting
securities as of April 12, 1996.

Jefferson-Pilot Corporation, a North Carolina corporation, owns (a)
all the outstanding voting securities of Jefferson-Pilot Life
Insurance Company; (b) all of the outstanding voting securities of
JP Investment Management Company, a North Carolina corporation,
Registrant's investment adviser; and (c) all the outstanding voting
securities of Jefferson-Pilot Investor Services, Inc., a North Carolina
corporation, Registrant's principal underwriter.

Separate financial statements are filed for the Registrant. All of
Jefferson-Pilot Corporation's subsidiaries' financial statements are
included in Jefferson-Pilot Corporation's consolidated financial
statements.

<PAGE>

The following is a list of corporations controlled by
Jefferson-Pilot Corporation:
Percent of
Voting Securities
State of Owned by Jefferson-
Name Incorporation Pilot Corporation

Jefferson-Pilot Life North Carolina 100%
Insurance Company

JP Investment Management North Carolina 100%
Company

Jefferson-Pilot Investor North Carolina 100%
Services, Inc.

Jefferson - Pilot North Carolina 100%
Communications Company

Alexander Hamilton Life
Insurance Company of America Michigan 100%

Omitted from the list are subsidiaries of Jefferson-Pilot Corporation
and the other companies listed which, considered in the aggregate as
a single subsidiary, would not constitute a significant subsidiary.
Because none of the companies listed is a subsidiary of Registrant,
only the financial statements of Registrant are filed.

Item 26. Number of Holders of Securities

The following table indicates the number of record holders of the
Registrant's shares as of March 31, 1996:

(1) (2)
Number of Record
Title of Class Holders

Common Stock, Par Value
$1.00 per share 647

Item 27. Indemnification

The Jefferson-Pilot Corporation, pursuant to resolution of its
Board of Directors, agrees to indemnify the officers and
directors of the Registrant and Jefferson-Pilot Investor
Services, Inc. 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

<PAGE>
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 attorneys' 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 expense 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.

2. Any indemnification under Section 1 (unless
ordered by a 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 quorum is not obtainable (or even of
obtainable), and a majority of directors so direct, by
independent legal counsel (compensated by the
Corporation) in a 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 the 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 any 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.
<PAGE>
The North Carolina law applicable to indemnification of
directors and officers reads as follows:

Part 5. Indemnification

55-8-50 POLICY STATEMENT AND DEFINITIONS (a) It is
the public policy of this State to enable corporations organized under this
Chapter to attract and maintain responsible, qualified directors, officers,
employees and agents, and, to that end, to permit corporations organized
under this Chapter to allocate the risk of personal liability of directors,
officers, employees and agents through indemnification and insurance as
authorized in this Part.

(b) Definitions in this Part:

(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
A director is considered to be serving an employee benefit plan at the
corporation's request if his duties to the corporation also impose duties on,
or otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate of personal representatives of a director.

(3) "Expenses" means expenses of every kind incurred in defending
a proceeding, including counsel fees.

(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.

(5) "Official capacity" means (i) when used with respect to a
director, the office of director in a corporation: and (ii) when used with
respect to an individual other than a director, as contemplated in G.S.
55-8-56 the office in a corporation held by the officer or the employment or
agency relationship undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.

(6) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7) "Proceeding" means by threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

55-8-51 AUTHORITY TO INDEMNIFY (a) Except as provided in
subsection (d), a corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if:

(1) He conducted himself in good faith; and

<PAGE>

(2) He reasonably believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests; and
(ii) in all other cases, that his conduct was at least not opposed to its best
interests; and

(3) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for
a purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct
described in this section.

(d) A corporation may not indemnify a director under this section:

(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit
was improperly received by him.

(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

(f) The authorization, approval or favorable recommendations by
the board of directors of a corporation of indemnification, as permitted by
this section, shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such indemnification shall be void
or voidable on such ground.

55-8-52 MANDATORY INDEMNIFICATION Unless limited by its
articles of incorporation, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with
the proceeding.

55-8-53 ADVANCE FOR EXPENSES Expenses incurred by a
director in defending a proceeding may be paid by the corporation in
advance of the final disposition of such proceeding as authorized by the
board of directors in the specific case or as authorized or required under
any provision in the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on behalf of the
director to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the corporation against such expenses.

55-8-54 COURT-ORDERED INDEMNIFICATION Unless a
corporation's articles of incorporation provide otherwise, a director of the
corporation who is a party to a proceeding may apply for indemnification to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice
the court considers necessary may order indemnification if it determines.

(1) The director is entitled to mandatory indemnification under G.S.
55-8-52 in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered
indemnification, or

<PAGE>

(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as
described in G.S. 55-8-51(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.

55-8-55 DETERMINATION AND AUTHORIZATION OF
INDEMNIFICATION (a) A corporation may not indemnify a director
under G.S. 55-8-51 unless authorized in the specific case after a
determination has been made that indemnification of the director is
permissible in the circumstances because he has met the standard of conduct
set forth in G.S. 55-8-51.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to the proceeding;

(3) By special legal counsel (i) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2): or (ii) if a
quorum of the board of directors cannot be obtained under subdivision (1)
and a committee cannot be designated under subdivision (2), selected by
majority vote of the full board of directors (in which selection directors who
are parties may participate); or

(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.

(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b)(3) to select counsel.

55-8-56 INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND
AGENTS Unless a corporation's articles of incorporation provide
otherwise:

(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to apply for court-
ordered indemnification under G.S. 55-8-54, in each case to the same extent
as a director:

(2) The corporation may indemnify and advance expenses under this
Part to an officer, employee, or agent of the corporation to the same extent
as to a director; and

(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.

<PAGE>

55-8-57 ADDITIONAL INDEMNIFICATION AND INSURANCE
(a) In addition to and separate and apart from the indemnification provided
for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation
may in its articles of incorporation or bylaws or by contract or resolution
indemnify or agree to indemnify any one or more of its "directors, officers,
employees, or agents against liability and expenses in any proceeding
(including without limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or their activities
in any of the foregoing capacities; provided, however, that a corporation may
not indemnify or agree to indemnify a person against liability or expenses he
may incur on account of his activities which were at the time taken known
or believed by him to be clearly in conflict with the best interests of the
corporation. A corporation may likewise and to the same extent indemnify
or agree to indemnify any person who, at the request of the corporation, is
or was serving as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or as a trustee or administrator under an employee benefit
plan. Any provision in any articles of incorporation, bylaw, contract, or
resolution permitted under this section may include provisions for recovery
from the corporation of reasonable costs, expenses, and attorneys' fees in
connection with the enforcement of rights to indemnification granted therein
and may further include provisions establishing reasonable procedures for
determining and enforcing the rights granted therein.

(b) The authorization, adoption, approval, or favorable
recommendation by the board of directors of a public corporation of any
provision in any articles of incorporation, bylaw, contract or resolution, as
permitted in this section, shall not be deemed an act or corporate transaction
in which a director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution shall be void or
voidable on such grounds. The authorization, adoption, approval, or
favorable recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation, bylaw,
contract or resolution, as permitted in this section, which occurred prior to
July 1, 1990, shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such articles of incorporation,
bylaw provision, contract or resolution shall be void or voidable on such
grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by shareholders
shall be effective as to claims made or liabilities asserted against any
director prior to its adoption, authorization, or approval by the board of
directors.

(c) A corporation may purchase and maintain insurance on behalf of
an individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner , trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have the power to indemnify him
against the same liability under any provision of this act. (Last amended by
Ch. 1024.L.'89. eff. 7-1-90.)

55-8-58 APPLICATION OF PART (a) If articles of incorporation
limit indemnification or advance for expenses, indemnification and advance
for expenses are valid only to the extent consistent with the articles.

(b) This Part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with his appearance
as a witness in a proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.

(c) This Part shall not affect rights or liabilities arising out of acts or
omissions occurring before the effective date of this act.

<PAGE>

Item 28. Business and Other Connections of Investment Adviser

Connections of officers and directors of the investment adviser
with the Registrant appear under "The Investment Adviser" on
page B-3 of the Statement of Additional Information making up
a portion of this Amendment. Any other business, profession,
vocation or employment of a substantial nature of each officer
and director of the investment adviser during the last two years
is shown below.

Name of Director Other Business and
or Officer Nature of Connection

Emery Jay Yelton Senior Vice President-Investments,
President & Director Jefferson-Pilot Corporation and
Executive Vice President-Investments,
Jefferson-Pilot Life Insurance Company
since October 1993

John Carter Ingram Senior Vice President, Jefferson-Pilot
Senior Vice President, Life Insurance Company
Treasurer & Director

Kenneth Charles Mlekush Senior Vice President, Jefferson-Pilot
Director Corporation and Executive Vice
President-Individual, Jefferson-Pilot
Life Insurance Company since January 1993

Wardell Hardee Mills, Jr. Vice President, Jefferson-Pilot Life
Vice President Insurance Company since February 1994

Jonathan Gregory Poole Associate Counsel & Assistant Secretary
Secretary Jefferson-Pilot Life Insurance Company
since February 1994

Peggy King Collins Manager, Securities Administration,
Assistant Treasurer Jefferson-Pilot Life Insurance Company

Robert Emmet Whalen Second Vice President-Securities,
Assistant Treasurer Jefferson-Pilot Life Insurance Company
since February 1994

JP Investment Management Company, the investment adviser,
also serves as investment adviser to Jefferson-Pilot Capital
Appreciation Fund, Inc., JP Capital Appreciation Fund, Inc.,
and JP Investment Grade Bond Fund, Inc.

<PAGE>

Item 29. Principal Underwriters

(a) Jefferson-Pilot Investor Services, Inc. also acts as principal
distributor of the shares of Jefferson-Pilot Capital Appreciation
Fund, Inc.

(b) (1) (2) (3)
Positions and
Name and Principal Positions and Offices Offices with
Business Address with Underwriter Registrant

Emery Jay Yelton Director Director,
100 North Greene Street President and
Greensboro, North Carolina Treasurer

Kenneth Charles Mlekush Director
100 North Greene Street
Greensboro, North Carolina

Jonathan Gregory Poole Secretary Secretary
100 North Greene Street
Greensboro, North Carolina

Dennis Joseph Swanick Treasurer
100 North Greene Street
Greensboro, North Carolina

Jimmy Wayne Shoffer Assistant Treasurer
100 North Greene Street
Greensboro, North Carolina

Item 30. Location of Accounts and Records

Except as hereafter noted, all accounts and records required by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder
are maintained by Investors Fiduciary Trust Company, 127 West 10th
Street, Kansas City, Missouri 64105. The accounts and records
required by the following sections of Rule 31a-1 are maintained by
JP Investment Management Company, 100 North Greene Street,
Greensboro, North Carolina: (b) (2) (C); (b) (5); (b) (6); (b)
(9); (b) (10); and (b) (11). The documents required by
Rule 31a-1(b) (4) are maintained by the Registrant at
100 North Greene Street, Greensboro, North Carolina.

Item 31. Management Services

None

Item 32. Undertakings

Not Applicable
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1993 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to 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 30th day of April, 1996.

JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.

By /s/ E. J. Yelton
Director, President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons
in the capacities and on the dated indicated.

Signature Title Date

Director, President and
Treasurer (Chief Executive
Officer, Principal Accounting
Officer and Principal
/s/ E. J. Yelton Financial Officer April 30, 1996

/s/John C. Ingram Director April 30, 1996

/s/ J. Lee Lloyd Director April 30, 1996

/s/ Richard W. McEnally Director April 30, 1996

/s/ William E. Moran Director April 30, 1996

/s/ J. Gregory Poole Secretary April 30, 1996

<PAGE>
EXHIBIT INDEX

11 Consent of Certified Public Accountants

27 Financial Data Schedule
<PAGE>

EXHIBIT 11

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use of our report dated January 11, 1996 on the
financial statement of Jefferson-Pilot Investment Grade Bond Fund, Inc.
referred to therein in this Registration Statement and to the reference
to our firm in the Statement of Additional Information under the caption
"General Information."

/s/ McGladrey & Pullen LLP

McGladrey & Pullen, LLP
Certified Public Accountants

New York, New York

April 30, 1996
<PAGE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ANNUAL REPORT OF THE JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.
DATED AS OF DECEMBER 31, 1995 AND FROM FORM N-SAR FOR THE PERIOD ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 19,542,302
<INVESTMENTS-AT-VALUE> 21,721,644
<RECEIVABLES> 364,234
<ASSETS-OTHER> 254,766
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,340,644
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 50,715
<TOTAL-LIABILITIES> 50,715
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,960,868
<SHARES-COMMON-STOCK> 2,307,624
<SHARES-COMMON-PRIOR> 2,417,893
<ACCUMULATED-NII-CURRENT> 39,486
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,179,342
<NET-ASSETS> 22,289,929
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,604,710
<OTHER-INCOME> 0
<EXPENSES-NET> 197,626
<NET-INVESTMENT-INCOME> 1,407,084
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 2,333,056
<NET-CHANGE-FROM-OPS> 3,694,735
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,403,096
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36,972
<NUMBER-OF-SHARES-REDEEMED> 241,492
<SHARES-REINVESTED> 94,251
<NET-CHANGE-IN-ASSETS> 1,258,284
<ACCUMULATED-NII-PRIOR> 35,498
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 109,982
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 21,958,756
<PER-SHARE-NAV-BEGIN> 8.70
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> .96
<PER-SHARE-DIVIDEND> .60
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.66
<EXPENSE-RATIO> .96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 00

</TABLE>