EXHIBIT B
SUPPLEMENT DATED JULY 31, 1997 TO
PROSPECTUS DATED MAY 1, 1997 FOR
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY
JEFFERSON-PILOT SEPARATE ACCOUNT A
AND
JEFFERSON-PILOT LIFE INSURANCE COMPANY
This supplement updates certain information contained in the prospectus
and, to the extent inconsistent, it supersedes it. You should attach this
supplement to the prospectus and retain it with the prospectus for future
reference. You may obtain an additional copy of the prospectus, free of
charge, by writing or calling Jefferson-Pilot Life Insurance Company
("Jefferson-Pilot") at the address or telephone number set forth below.
The purpose of this supplement is to notify you of a proposal to
substitute (1) shares of the Capital Growth Portfolio of Chubb America Fund,
Inc. ("CAF") for shares of the Growth Fund of Alexander Hamilton Variable
Insurance Trust (the "Trust") and (2) shares of the Emerging Growth Portfolio
of CAF for shares of the Emerging Growth Fund of the Trust (together, the
"Substitutions").
On July 22, 1997, Jefferson-Pilot filed an application with the
Securities and Exchange Commission (the "Commission")requesting an order
approving the Substitutions. Upon obtaining the order from the Commission
approving the Substitutions, and subject to any prior approval by applicable
insurance authorities, Jefferson-Pilot and Jefferson-Pilot Separate Account A
propose to effect the Substitutions as soon as is practicable.
Jefferson-Pilot has proposed the Substitutions to provide appropriate
solutions to the insufficient size of the Trust which makes it difficult to
achieve consistent investment performance and to reduce operating expenses.
Owners will receive a Notice within five (5) days after the
Substitutions that the Substitutions have taken place. For a period of
thirty-one (31) days from the mailing of the Notice, Owners may transfer all
assets, as substituted, to any other available sub-account without limitation
or charge and without any such transfer counting as one of the limited number
of transfers permitted in a contract year free of charge. After such thirty-
one (31) day period, any transfers will be subject to the restrictions
described in the prospectus. You may obtain a prospectus by writing or
calling Jefferson-Pilot at the address or telephone number set out below.
Jefferson-Pilot Life Insurance Company
Post Office Box 22086
Greensboro, North Carolina 27420
800-289-1776
