FORM 10-Q
                      ------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to


         Commission File Numbers 33-31940; 33-39345; 33-57052; 333-02249

                        Protective Life Insurance Company
             (Exact name of registrant as specified in its charter)

           Tennessee                                  63-0169720
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

                             2801 Highway 280 South
                            Birmingham, Alabama 35223
              (Address of principal executive offices and zip code)

                                 (205) 879-9230
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO

Number of shares of Common Stock, $1.00 par value, outstanding as of November 8,
1996: 5,000,000 shares.

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore  filing this form with the reduced  disclosure
format pursuant to General Instruction H(2).








                        PROTECTIVE LIFE INSURANCE COMPANY



                                      INDEX




Part I.   Financial Information:
   Item 1.   Financial Statements:
        Report of Independent Accountants
        Consolidated Condensed Statements of Income for the Three and Nine
          Months ended September 30, 1996 and 1995 (unaudited)
        Consolidated Condensed Balance Sheets as of September 30, 1996
          (unaudited) and December 31, 1995
        Consolidated Condensed Statements of Cash Flows for the
          Nine Months ended September 30, 1996 and 1995 (unaudited)
        Notes to Consolidated Condensed Financial Statements (unaudited)

   Item 2.   Management's Narrative Analysis of the Results of Operations

Part II.     Other Information:
   Item 6. Exhibits and Reports on Form 8-K

Signature









                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Directors and Stockholder
Protective Life Insurance Company
Birmingham, Alabama


We have  reviewed  the  accompanying  consolidated  condensed  balance  sheet of
Protective Life Insurance Company and subsidiaries as of September 30, 1996, and
the related consolidated  condensed statements of income for the three-month and
nine-month periods ended September 30, 1996 and 1995 and consolidated  condensed
statements of cash flows for the nine-month periods ended September 30, 1996 and
1995.  These  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  1995,  and the
related consolidated statements of income,  stockholder's equity, and cash flows
for the year then ended (not presented herein); and in our report dated February
12, 1996,  we expressed an  unqualified  opinion which  contains an  explanatory
paragraph  regarding the changes in accounting  for certain  investments in debt
and equity securities in 1993 on those consolidated financial statements. In our
opinion,  the information set forth in the accompanying  consolidated  condensed
balance sheet as of December 31, 1995, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.




COOPERS & LYBRAND L.L.P.

Birmingham, Alabama
October 23, 1996


                                        2




                        PROTECTIVE LIFE INSURANCE COMPANY
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                             (Dollars in thousands)
                                   (Unaudited)


                                                                         THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                            SEPTEMBER 30                   SEPTEMBER 30
                                                                        --------------------          ----------------------
                                                                          1996          1995            1996           1995
                                                                          ----          ----            ----           ----

                                                                                                        
REVENUES
     Premiums and policy fees (net of reinsurance ceded:
        three months: 1996 - $81,453; 1995 - $79,908;
        nine months: 1996 - $247,988; 1995 - $222,351)                   $110,310      $101,036       $343,111      $310,502
     Net investment income                                                124,516       118,162        369,280       342,017
     Realized investment gains (losses)                                       861         1,337          5,882         3,443
     Other income                                                             902           799          4,100         2,804
                                                                         --------      --------       --------     ---------
                                                                          236,589       221,334        722,373       658,766
                                                                         --------      --------       --------      --------

BENEFITS AND EXPENSES
     Benefits and settlement expenses (net of reinsurance ceded:
        three months: 1996 - $64,420; 1995 - $54,638;
        nine months: 1996 - $182,201; 1995 - $159,760)                    157,931       141,934        466,692       416,081
     Amortization of deferred policy acquisition costs                     18,822        17,643         70,162        63,193
     Other operating expenses (net of reinsurance ceded:
        three months: 1996 - $24,368; 1995 - $23,173;
        nine months: 1996 - $67,183; 1995 - $58,645)                       32,031        30,040         95,746        91,109
                                                                         --------      --------       --------      --------
                                                                          208,784       189,617        632,600       570,383
                                                                         --------      --------       --------      --------


INCOME BEFORE INCOME TAX                                                   27,805        31,717         89,773        88,383

Income tax expense                                                          9,494        11,352         30,647        30,052
                                                                         --------      --------        -------      --------

NET INCOME                                                               $ 18,311      $ 20,365       $ 59,126      $ 58,331
                                                                         ========      ========       ========      ========

See notes to consolidated condensed financial statements



                                        3







                                         PROTECTIVE LIFE INSURANCE COMPANY
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                              (Dollars in thousands)

                                                                                   SEPTEMBER 30         DECEMBER 31
                                                                                       1996                1995
                                                                                  -------------        ------------
                                                                                   (Unaudited)
                                                                                                  
ASSETS
  Investments:
    Fixed maturities                                                                $4,507,650          $3,891,932
    Equity securities                                                                   56,085              38,711
    Mortgage loans on real estate                                                    1,516,409           1,835,057
    Investment in real estate, net                                                      19,219              20,788
    Policy loans                                                                       165,706             143,372
    Other long-term investments                                                         23,637              43,875
    Short-term investments                                                             147,492              46,891
                                                                                   -----------         -----------
     Total investments                                                               6,436,198           6,020,626
  Cash                                                                                  11,959               6,198
  Accrued investment income                                                             69,002              61,004
  Accounts and premiums receivable, net                                                 31,818              35,492
  Reinsurance receivables                                                              349,806             271,018
  Deferred policy acquisition costs                                                    477,153             410,183
  Property and equipment, net                                                           35,293              34,211
  Receivables from related parties                                                       8,895               1,961
  Other assets                                                                          12,727              13,096
  Assets held in separate accounts                                                     488,298             324,904
                                                                                   -----------         -----------
     TOTAL ASSETS                                                                   $7,921,149          $7,178,693
                                                                                    ==========          ==========


LIABILITIES
  Policy liabilities and accruals                                                   $2,586,716          $2,121,921
  Guaranteed investment contract deposits                                            2,514,374           2,451,693
  Annuity deposits                                                                   1,304,141           1,280,069
  Other policyholders' funds                                                           142,368             134,380
  Other liabilities                                                                    112,994             109,538
  Accrued income taxes                                                                   4,406                 838
  Deferred income taxes                                                                 27,146              67,420
  Indebtedness to related parties                                                       24,693              34,693
  Liabilities related to separate accounts                                             488,298             324,904
                                                                                   -----------         -----------
     TOTAL LIABILITIES                                                               7,205,136           6,525,456
                                                                                    ----------          ----------

COMMITMENTS AND CONTINGENT LIABILITIES - NOTE C

REDEEMABLE PREFERRED STOCK, $1 par value,
  at redemption value; Shares authorized and issued:  2,000                              2,000               2,000
                                                                                  ------------         -----------

STOCKHOLDER'S EQUITY
  Common Stock, $1 par value
    Shares authorized and issued:  5,000,000                                             5,000               5,000
  Additional paid-in capital                                                           223,194             144,494
  Net unrealized gains (losses) on investments
    (Net of income tax: 1996 - ($9,328); 1995 - $31,157)                               (17,323)             57,863
  Retained earnings                                                                    508,721             449,645
  Note receivable from PLC
    Employee Stock Ownership Plan                                                       (5,579)             (5,765)
                                                                                  ------------        ------------
     TOTAL STOCKHOLDER'S EQUITY                                                        714,013             651,237
                                                                                   -----------         -----------
                                                                                    $7,921,149          $7,178,693
                                                                                    ==========          ==========
See notes to consolidated condensed financial statements



                                        4




                                         PROTECTIVE LIFE INSURANCE COMPANY
                                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                              (Dollars in thousands)
                                                    (Unaudited)
                                                                                             NINE MONTHS ENDED
                                                                                                SEPTEMBER 30
                                                                                            1996           1995
                                                                                            ----           ----
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                                         $    59,126   $    58,331
    Adjustments to reconcile net income to net cash provided by operating activities:
       Amortization of deferred policy acquisition                                          70,162        63,194
       Capitalization of deferred policy acquisition costs                                 (70,146)      (61,286)
       Depreciation expense                                                                  3,997         3,233
       Deferred income tax                                                                     211        (5,952)
       Accrued income tax                                                                    3,568        10,672
       Interest credited to universal life and investment products                         206,763       213,303
       Policy fees assessed on universal life and investment products                      (84,362)      (74,772)
       Change in accrued investment income and other receivables                           (84,380)     (116,522)
       Change in policy liabilities and other policyholders'
          funds of traditional life and health products                                     53,332       131,225
       Change in other liabilities                                                           2,842       (10,224)
       Other (net)                                                                          (1,776)       (3,515)
                                                                                       -----------   -----------
    Net cash provided by operating activities                                              159,337       207,687
                                                                                        ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Maturities and principal reductions of investments
       Investments available for sale                                                      457,488       219,760
       Other                                                                                94,816        49,536
    Sale of investments
       Investments available for sale                                                      750,557       863,479
       Other                                                                               561,440         4,243
    Cost of investments acquired
       Investments available for sale                                                   (2,049,715)   (1,329,735)
       Other                                                                              (335,397)     (243,788)
    Acquisitions and bulk reinsurance assumptions                                          172,726
    Purchase of property and equipment                                                      (5,222)       (4,859)
    Sale of property and equipment                                                             143           112
                                                                                     ------------- -------------
    Net cash used in investing activities                                                 (353,164)     (441,252)
                                                                                       -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Capital contribution from PLC                                                           78,699        18,000
    Proceeds from borrowings under line of credit arrangements and debt                    742,750       981,100
    Principal payments on line of credit arrangements and debt                            (742,750)     (964,100)
    Principal payment on surplus note to PLC                                               (10,000)
    Dividends to PLC                                                                           (50)         (100)
    Investment product deposits and change in universal life deposits                      842,765       734,707
    Investment product withdrawals                                                        (711,826)     (535,234)
                                                                                       -----------    ----------
    Net cash provided by financing activities                                              199,588       234,373
                                                                                       -----------    ----------

INCREASE (DECREASE) IN CASH                                                                  5,761           808
CASH AT BEGINNING OF PERIOD                                                                  6,198
                                                                                       -----------     ---------
CASH AT END OF PERIOD                                                                  $    11,959     $     808
                                                                                       ===========     ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period:
       Interest on notes and mortgages payable                                           $   3,721      $  5,143
       Income taxes                                                                      $  26,809      $ 25,332

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
    FINANCING ACTIVITIES
    Reduction of principal on note from ESOP                                             $     186      $    171
    Acquisitions and bulk reinsurance assumptions
       Assets acquired                                                                   $ 200,737      $    613
       Liabilities assumed                                                                (253,480)      (21,800)
                                                                                       ------------   -----------
       Net                                                                               $ (52,743)     $(21,187)
                                                                                       ============   ===========

See notes to consolidated condensed financial statements



                                                    5





                        PROTECTIVE LIFE INSURANCE COMPANY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE A - BASIS OF PRESENTATION

         The accompanying  unaudited consolidated condensed financial statements
of Protective Life Insurance Company  ("Protective  Life") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they  do not  include  all of the  disclosures  required  by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  necessary  for a fair  presentation  have  been  included.  Operating
results for the nine month period ended  September 30, 1996 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1996. The year-end  consolidated  condensed  balance sheet data was derived from
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles. For further information,  refer to the
consolidated  financial  statements  and notes  thereto  included in  Protective
Life's annual report on Form 10-K for the year ended December 31, 1995.

         Protective  Life  is  a  wholly-owned  subsidiary  of  Protective  Life
Corporation ("PLC").

NOTE B - COMMITMENTS AND CONTINGENT LIABILITIES

         Under insurance guaranty fund laws in most states,  insurance companies
doing business therein can be assessed up to prescribed  limits for policyholder
losses  incurred by insolvent  companies.  Protective  Life does not believe any
assessments  will be materially  different from amounts already  provided for in
the  financial  statements.  Most of these  laws do  provide,  however,  that an
assessment  may be excused or deferred if it would  threaten  an  insurer's  own
financial strength.

         A substantial number of class action and other civil lawsuits have been
filed against life and health insurers in the  jurisdictions in which Protective
Life does  business  involving  the  insurers'  sales  practices,  alleged agent
misconduct, failure to properly supervise agents, and other matters. Some of the
lawsuits  have  resulted  in the  award  of  substantial  settlements  with,  or
judgments against, the insurers,  including material amounts of punitive damages
that are  disproportionate  to the actual  damages.  In some  states  (including
Alabama), juries have substantial discretion in awarding punitive damages, which
creates the potential for unpredictable  material adverse judgments in any given
punitive  damage  suit.  In addition,  in some class  action and other  lawsuits
involving  insurers'  sales  practices,  insurers have made material  settlement
payments.  Protective  Life and its  subsidiaries,  like  other  life and health
insurers,  in the course of business  are involved in such  litigation.  Pending
litigation  includes a class  action  filed in  Jefferson  County  (Birmingham),
Alabama  with  respect  to the  previously  discussed  cancer  premium  refunds.
Although  the outcome of any  litigation  cannot be  predicted  with  certainty,
Protective  Life  believes  that at the  present  time  there are no  pending or
threatened lawsuits that are reasonably likely to have a material adverse effect
on the financial position of Protective Life.


                                        6





NOTE C - STATUTORY REPORTING PRACTICES

         Financial  statements  prepared in conformity  with generally  accepted
accounting  principles  (i.e.,  GAAP) differ in some respects from the statutory
accounting   practices   prescribed   or  permitted   by  insurance   regulatory
authorities.  At  September  30,  1996  and  for the  nine  months  then  ended,
Protective   Life  and  its  life  insurance   subsidiaries   had   consolidated
stockholder's  equity and net  income  prepared  in  conformity  with  statutory
reporting practices of $458.9 million and $79.5 million, respectively.

NOTE D - INVESTMENTS

         At December 31, 1993,  Protective  Life adopted  Statement of Financial
Accounting  Standards ("SFAS") No. 115,  "Accounting for Certain  Investments in
Debt and Equity  Securities."  For purposes of adopting SFAS No. 115  Protective
Life  has  classified  all  of  its  investments  in  fixed  maturities,  equity
securities, and short-term investments as "available for sale." As prescribed in
SFAS No. 115,  these  investments  are recorded at their market  values with the
resulting  net  unrealized  gain  or  loss,  net of  income  tax  and a  related
adjustment  to deferred  policy  acquisition  costs,  recorded as a component of
stockholder's equity.

         Protective Life's balance sheets at September 30, 1996 and December 31,
1995,  prepared on the basis of reporting  investments  at amortized cost rather
than at market values, are as follows:

                                      SEPTEMBER 30, 1996   DECEMBER 31, 1995
                                      ------------------   -----------------
                                                   (IN THOUSANDS)

Total investments                        $6,464,855            $5,915,357
Deferred policy acquisition costs           475,137               426,432
All other assets                          1,007,808               747,884
                                         ----------            ----------
                                         $7,947,800            $7,089,673
                                         ==========            ==========

Deferred income taxes                    $   36,474            $   36,263
All other liabilities                     7,177,990             6,458,036
                                         ----------            ----------
                                          7,214,464             6,494,299
Redeemable preferred stock                    2,000                 2,000
Stockholder's equity                        731,336               593,374
                                         ----------            ----------
                                         $7,947,800            $7,089,673
                                         ==========            ==========

NOTE E - RECENTLY ADOPTED ACCOUNTING STANDARDS

         At January 1, 1996, Protective Life adopted SFAS No. 120, "Accounting
and  Reporting  by  Mutual  Life  Insurance  Enterprises  and by  Insurance
Enterprises for Certain Long-Duration Contracts";  SFAS No. 121, "Accounting for
the  Impairment of  Long-Lived  Assets and for Long- Lived Assets to be Disposed
of"; and SFAS No. 122,  "Accounting for Mortgage Servicing Rights". The adoption
of these  accounting  standards  did not have a  material  effect on  Protective
Life's financial statements.



                                        7





NOTE F - RECLASSIFICATIONS

         Certain  reclassifications  have been made in the  previously  reported
financial  statements  and  accompanying  notes to make the prior  year  amounts
comparable to those of the current year. Such reclassifications had no effect on
previously reported net income, total assets, or stockholder's equity.





                                        8





                 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE
                              RESULTS OF OPERATIONS


         Protective Life Insurance Company ("Protective Life") is a wholly-owned
and the principal operating  subsidiary of Protective Life Corporation  ("PLC"),
an insurance  holding company whose common stock is traded on the New York Stock
Exchange.  Founded in 1907,  Protective Life provides financial services through
the production,  distribution,  and  administration  of insurance and investment
products.

         In  accordance  with  General  Instruction  H(2)(a),   Protective  Life
includes the following analysis with the reduced disclosure format.

         Protective Life has six operating  divisions:  Acquisitions,  Financial
Institutions,   Group,  Guaranteed  Interest  Contracts,  Individual  Life,  and
Investment  Products.  Protective Life also has an additional  business  segment
which is described herein as Corporate and Others.

Revenues

         The following table sets forth revenues by source for the period shown,
and the percentage change from the prior period:


                                          NINE MONTHS              PERCENTAGE
                                             ENDED                  INCREASE/
                                          SEPTEMBER 30             (DECREASE)
                                         (in Thousands)
                                       1996         1995
                                       ----         ----

Premiums and policy fees            $343,111      $310,502            10.5%
Net investment income                369,280       342,017             8.0
Realized investment gains              5,882         3,443            70.8
Other income                           4,100         4,992           (17.9)
                                   ---------     ---------
                                    $722,373      $660,954
                                   =========     =========

         Premiums and policy fees increased  $32.6 million or 10.5% in the first
nine months of 1996 over the first nine months of 1995.  The  coinsurance by the
Acquisitions  Division  of a block of  policies  in the  first  quarter  of 1996
resulted in a $12.1 million  increase in premiums and policy fees.  Decreases in
older acquired blocks resulted in a $7.7 million decrease in premiums and policy
fees.  Premiums  and  policy  fees  from  the  Financial  Institutions  Division
increased $5.6 million in the first nine months of 1996 as compared to the first
nine months of 1995.  This resulted from the  reinsurance of a block of policies
in the second quarter of 1996  representing a $26.9 million  increase in premium
and policy fees. This increase was largely offset by decreases  resulting from a
reinsurance arrangement, begun in 1995, whereby all of the Division's new credit
sales are being  ceded to a  reinsurer.  Premium  and policy fees from the Group
Division  increased $6.3 million in the first nine months of 1996 as compared to
the same period in 1995. Premium


                                        9





and policy  fees  related to the  Division's  dental  business  increased  $14.9
million in the first nine months of 1996 as compared to the same period in 1995.
This  increase  was  partially  offset by a reduction  to premiums  related to a
refund of premiums to certain cancer insurance policyholders and to decreases in
traditional  group health  premiums.  Increases in premiums and policy fees from
the Individual Life and Investment Product Divisions were $13.1 million and $2.8
million, respectively.

         On  October  7,  1996  Protective  Life  announced  that it  will  make
voluntary  refunds to certain of its  cancer  insurance  policyholders  and will
reduce premium rates charged to such policyholders  until certain conditions are
met. The  estimated  refunds  reduced the Group  Division's  premiums and policy
fees, as noted above.

         Net  investment  income in the first nine months of 1996  increased  by
$27.3 million over the corresponding period of the preceding year, primarily due
to  increases in the average  amount of invested  assets.  Invested  assets have
increased primarily due to receiving annuity and guaranteed  investment contract
("GIC") deposits and to  acquisitions.  The assumption of a block of policies in
the first quarter of 1996 and a block of policies in the second  quarter of 1996
resulted in an increase in net  investment  income of $13.5 million in the first
nine months of 1996 as compared to the same period in 1995.

         Protective Life generally  purchases its investments with the intent to
hold to maturity by purchasing  investments  that match future  cash-flow needs.
However, Protective Life may sell any of its investments to maintain approximate
matching of assets and liabilities.  Accordingly, Protective Life has classified
its fixed  maturities and certain other  securities as "available for sale." The
sales of investments that have occurred have resulted principally from portfolio
management decisions to maintain approximate matching of assets and liabilities.

         Realized  investment  gains for the first nine months of 1996 were $2.4
million higher than the corresponding period of 1995. In the 1996 first quarter,
Protective  Life  sold  $554  million  of its  commercial  mortgage  loans  in a
securitization  transaction,  resulting  in a $6.1 million  realized  investment
gain.

         Other      income      consists      primarily     of     fees     from
administrative-services-only  types  of  group  accident  and  health  insurance
contracts,  and from rental of space in its  administrative  building to PLC and
affiliates.




                                       10





Income Before Income Tax

         The  following  table sets forth  income or loss  before  income tax by
business segment for the periods shown:

                                                INCOME (LOSS) BEFORE INCOME TAX
                                                 NINE MONTHS ENDED SEPTEMBER 30
                                                         (IN THOUSANDS)
BUSINESS SEGMENT                                    1996               1995
- ----------------                                    ----               ----

Acquisitions                                       $38,888           $35,550
Financial Institutions                               6,794             5,546
Group                                                 (166)            6,966
Guaranteed Investment Contracts                     22,309            23,270
Individual Life                                     11,943            14,016
Investment Products                                  8,654             7,004
Corporate and Other                                 (4,439)           (4,578)
Unallocated Realized Investment Gains (Losses)       5,790               609
                                                   -------           -------
                                                   $89,773           $88,383
                                                   =======           =======

         Pretax earnings from the Acquisitions  Division  increased $3.3 million
in the  first  nine  months  of 1996 as  compared  to the same  period  of 1995.
Earnings from the  Acquisitions  Division are expected to decline over time (due
to the lapsing of policies  resulting from deaths of insureds or terminations of
coverage)  unless new  acquisitions  are made.  The  Division's  two most recent
acquisitions  resulted  in a $5.9  million  increase in pretax  earnings.  Older
acquired blocks  represented a $2.6 million decrease in the first nine months of
1996 as compared to the same period in 1995.

         Pretax  earnings  of the  Financial  Institutions  Division  were  $1.2
million  higher in the first nine  months of 1996 as compared to the same period
in 1995.  Included in the  Division's  1996 results are earnings of $2.1 million
from the  coinsurance  of a block of policies in the second quarter of 1996. The
reinsurance  arrangement  begun in 1995 to reinsure  all of the  Division's  new
credit insurance sales and thereby improve the Division's  return on investment,
reduced the  Division's  reported  earnings for the first nine months of 1996 by
approximately $3.8 million, as contemplated at the date of the arrangement.

         Group Division  pretax  earnings were $7.1 million lower the first nine
months of 1996 as  compared  to the first nine  months of 1995.  The  previously
discussed  estimate  for the  refund of cancer  premiums  and  related  expenses
resulted in a $6.8 million decrease in the Division's  pretax  earnings.  Dental
earnings improved $1.9 million and traditional group health earnings declined by
$2.2 million.

         The  Guaranteed   Investment   Contract  ("GIC")  Division  had  pretax
operating  earnings of $30.1  million in the first nine months of 1996 and $24.1
million in the corresponding  period of 1995. This was due to improved operating
spreads and to the growth of GIC deposits placed with Protective Life.  Realized
investment losses associated with this Division in the first nine months of 1996
were $7.8 million,  as compared to $0.8 million in the same period last year. As
a result,


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total  pretax  earnings  were $22.3  million  in the first  nine  months of 1996
compared to $23.2 million for the same period in 1995.

         The  Individual  Life Division had pretax  operating  earnings of $10.8
million in the first nine  months of 1996 as  compared  to $14.0  million in the
same period of 1995.  The decrease was primarily  due to higher  expenses in the
first nine months of 1996 as  compared  to the same  period last year.  Realized
investment  gains,  net of related  amortization of deferred policy  acquisition
costs,  associated  with this  Division  were $1.1 million in 1996. As a result,
total  pretax  earnings  were $11.9  million  in the first  nine  months of 1996
compared  to $14.0  million as in the first nine  months of 1995 in which  there
were no realized investment gains.

         Investment  Products  Division  pretax  operating  earnings  were  $6.2
million which was $1.4 million  higher in the first nine months of 1996 compared
to the same  period  of 1995.  Realized  investment  gains  associated  with the
Division, net of related amortization of deferred policy acquisition costs, were
$2.4 million as compared to $2.2  million  last year,  resulting in total pretax
earnings  of $8.6  million in the first nine  months of 1996 as compared to $7.0
million in the same period of 1995.

         The  Corporate and Other  segment  consists of several small  insurance
lines of  business,  net  investment  income and other  operating  expenses  not
identified  with  the  preceding  operating  divisions  (including  interest  on
substantially all debt), and the operations of a small noninsurance  subsidiary.
Pretax  losses for this segment were $0.1 million lower the first nine months of
1996 as compared to the first nine months of 1995.

Income Taxes

         The following  table sets forth the effective tax rates for the periods
shown:

                       NINE MONTHS
                          ENDED                ESTIMATED EFFECTIVE
                      SEPTEMBER 30               INCOME TAX RATES

                         1996                          34.1%
                         1995                          34.0

         The  effective  income  tax  rate  for the  full  year of 1995 was 34%.
Management's estimate of the effective income tax rate for 1996 is also 34%.




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Net Income

         The following  table sets forth net income for the periods  shown,  and
the percentage change from the prior period:


                                        NET INCOME
  NINE MONTHS                                         PERCENTAGE
     ENDED                    TOTAL                    INCREASE/
  SEPTEMBER 30            (IN THOUSANDS)              (DECREASE)

     1996                   $59,126                       1.4%
     1995                    58,331                      14.6

         Compared  to the same  period in 1995,  net  income  in the first  nine
months of 1996 increased $0.8 million, reflecting improved operating earnings in
the Acquisitions,  Financial  Institutions,  Guaranteed Investment Contracts and
Investment  Products  Divisions  and the  Corporate and Other segment and higher
realized  investment  gains  net of  related  amortization  of  deferred  policy
acquisition  costs  which  were  offset  by  lower  earnings  in the  Group  and
Individual Life Divisions.

Recently Issued Accounting Standards

         In June 1996 the Financial  Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No. 125,  "Accounting  for  Transfers  and
Servicing of Financial Assets and  Extinguishments  of Liabilities".  Protective
Life  anticipates  that the impact of adopting this accounting  standard will be
immaterial  to  its  financial  condition.   This  statement  is  effective  for
transactions entered into after January 1, 1997.


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Item 6.        Exhibits and Reports on Form 8-K

      (a)      Exhibit 27 - Financial data schedule



                                 SIGNATURE



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          PROTECTIVE LIFE INSURANCE COMPANY




Date:   November 12, 1996                 /s/ Jerry W. DeFoor
                                          -------------------
                                          Jerry W. DeFoor
                                          Vice President and Controller,
                                          and Chief Accounting Officer
                                          (Duly authorized officer)



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