May 9, 1996
VIA EDGARLINK
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Jefferson-Pilot Capital Appreciation Fund, Inc.
File No. 2-36565
Dear Commissioners:
On behalf of Jefferson-Pilot Capital Appreciation Fund,
Inc. (the "Fund"), I hereby certify, pursuant to paragraph (j)
of Rule 497 under the Securities Act of 1933, that the form of
prospectus and Statement of Additional Information ("SAI") for
the Fund otherwise required to be filed under paragraph (c) of
Rule 497 would not differ from the form of prospectus and SAI
contained in Post-Effective Amendment No. 52 to the Form N-1A
registration statement for the Fund which was filed
electronically on May 3, 1996.
Sincerely,
/s/ J. Gregory Poole
