- ------------------------------------------------------------------------------


                                    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 JUNE 30, 1997

                                       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 August 8,
1997: 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


                                                                    PAGE NUMBER
PART I.   FINANCIAL INFORMATION:
   Item 1.   Financial Statements:
        Report of Independent Accountants....................................
        Consolidated Condensed Statements of Income for the Three and Six
          Months ended June 30, 1997 and 1996 (unaudited)....................
        Consolidated Condensed Balance Sheets as of June 30, 1997
          (unaudited) and December 31, 1996..................................
        Consolidated Condensed Statements of Cash Flows for the
          Six Months ended June 30, 1997 and 1996 (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 June 30, 1997, and the
related  consolidated  condensed  statements of income for the  three-month  and
six-month  periods  ended June 30,  1997 and 1996,  and  consolidated  condensed
statements of cash flows for the six-month periods ended June 30, 1997 and 1996.
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,  1996,  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
11, 1997, we expressed an unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  condensed  balance sheet as of December 31, 1996, 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
July 23, 1997

                                        2





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




                                                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                               JUNE 30                         JUNE 30
                                                                      -------------------------------------------------------
                                                                           1997         1996               1997         1996
                                                                           ----        ------              ----         -----

                                                                                                            
REVENUES
     Premiums and policy fees (net of reinsurance ceded:
        three months: 1997 - $71,873; 1996 - $88,232
        six months: 1997 - $125,916; 1996 - $166,535)                    $108,493      $124,134           $228,870      $232,801
     Net investment income                                                132,197       126,421            255,793       244,764
     Realized investment gains (losses)                                     2,138           600              1,720         5,021
     Other income                                                             681         1,251              1,488         3,198
                                                                       ----------     ---------          ---------    ----------
                                                                          243,509       252,406            487,871       485,784
                                                                         --------      --------           --------      --------

BENEFITS AND EXPENSES
     Benefits and settlement expenses (net of reinsurance ceded:
        three months: 1997 - $24,394; 1996 - $61,030
        six months: 1997 - $40,833; 1996 - $117,781)                      164,451       159,533            322,153       308,761
     Amortization of deferred policy acquisition costs                     18,202        29,521             39,029        51,340
     Other operating expenses (net of reinsurance ceded:
        three months: 1997 - $22,042; 1996 - $25,007
        six months: 1997 - $36,616; 1996 - $42,809)                        24,386        30,958             56,467        63,715
                                                                         --------      --------          ---------     ---------
                                                                          207,039       220,012            417,649       423,816
                                                                         --------      --------           --------      --------

INCOME BEFORE INCOME TAX                                                   36,470        32,394             70,222        61,968

Income tax expense                                                         12,884        10,539             24,455        21,153
                                                                         --------      --------           --------      --------

NET INCOME                                                               $ 23,586      $ 21,855           $ 45,767      $ 40,815
                                                                         ========      ========           ========      ========























SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                        3







                                         PROTECTIVE LIFE INSURANCE COMPANY
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                              (DOLLARS IN THOUSANDS)

                                                                                   JUNE 30           DECEMBER 31
                                                                                    1997                1996
                                                                             --------------------   -------------
                                                                                 (Unaudited)

                                                                                                 
ASSETS
  Investments:
     Fixed maturities                                                              $5,193,790           $4,662,997
     Equity securities                                                                 24,425               35,250
     Mortgage loans on real estate                                                  1,738,242            1,503,781
     Investment in real estate, net                                                    11,939               14,172
     Policy loans                                                                     195,635              166,704
     Other long-term investments                                                       24,002               29,193
     Short-term investments                                                           190,756              101,215
                                                                                  -----------          -----------
         Total investments                                                          7,378,789            6,513,312
   Cash                                                                                   321              114,384
   Accrued investment income                                                           82,098               70,541
   Accounts and premiums receivable, net                                               36,784               43,469
   Reinsurance receivables                                                            442,758              332,614
   Deferred policy acquisition costs                                                  621,298              488,201
   Property and equipment, net                                                         37,711               35,489
   Other assets                                                                        14,103               14,636
   Assets held in separate accounts                                                   746,226              550,697
                                                                                  -----------          -----------
         TOTAL ASSETS                                                              $9,360,088           $8,163,343
                                                                                   ==========           ==========


LIABILITIES
   Policy liabilities and accruals                                                 $3,361,829           $2,706,002
   Guaranteed investment contract deposits                                          2,545,193            2,474,728
   Annuity deposits                                                                 1,516,256            1,331,067
   Other policyholders' funds                                                         167,479              142,221
   Other liabilities                                                                  125,320              117,847
   Accrued income taxes                                                                13,388                1,854
   Deferred income taxes                                                               31,896               37,722
   Indebtedness to related parties                                                     24,769               25,014
   Liabilities related to separate accounts                                           746,226              550,697
                                                                                  -----------          -----------
         TOTAL LIABILITIES                                                          8,532,356            7,387,152
                                                                                   ----------           ----------

COMMITMENTS AND CONTINGENT LIABILITIES - NOTE B

STOCKHOLDER'S EQUITY
   Preferred Stock, $1.00 par value, shares authorized and
     issued: 2,000, liquidation preference $2,000                                           2                    2
   Common Stock, $1 par value
     Shares authorized and issued:  5,000,000                                           5,000                5,000
   Additional paid-in capital                                                         237,992              237,992
   Net unrealized gains (losses) on investments
     (net of income tax: 1997 -$6,612; 1996 - $3,601)                                  12,261                6,688
   Retained earnings                                                                  577,854              532,088
   Note receivable from PLC
     Employee Stock Ownership Plan                                                     (5,377)              (5,579)
                                                                                 ------------         ------------
         TOTAL STOCKHOLDER'S EQUITY                                                   827,732              776,191
                                                                                  -----------          -----------
                                                                                   $9,360,088           $8,163,343

                                                                                   ==========           ==========

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                        4







                                         PROTECTIVE LIFE INSURANCE COMPANY
                                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                              (Dollars in thousands)
                                                    (Unaudited)
                                                                                             SIX MONTHS ENDED
                                                                                                  JUNE 30
                                                                                           1997            1996
                                                                                           ----            ----

                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                                      $      45,767      $  40,815
    Adjustments to reconcile net income to net cash provided by operating activities:
       Amortization of deferred policy acquisition                                         39,029         51,340
       Capitalization of deferred policy acquisition costs                                (49,674)       (47,830)
       Depreciation expense                                                                 2,303          2,617
       Deferred income tax                                                                 (8,838)       (11,251)
       Accrued income tax                                                                   6,680          5,427
       Interest credited to universal life and investment products                        220,542        135,915
       Policy fees assessed on universal life and investment products                     (63,778)       (53,936)
       Change in accrued investment income and other receivables                            4,071        (67,490)
       Change in policy liabilities and other policyholders'
          funds of traditional life and health products                                  (134,897)       109,036
       Change in other liabilities                                                        (11,206)        14,124
       Other (net)                                                                         (1,565)        (2,453)
                                                                                    -------------   ------------
    Net cash provided by operating activities                                              48,434        176,314
                                                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Maturities and principal reductions of investments
       Investments available for sale                                                   2,188,595        364,292
       Other                                                                               58,635         35,649
    Sale of investments
       Investments available for sale                                                   1,012,132        550,200
       Other                                                                                3,247        560,840
    Cost of investments acquired
       Investments available for sale                                                  (3,226,556)    (1,628,369)
       Other                                                                             (202,403)      (244,164)
    Acquisitions and bulk reinsurance assumptions                                        (146,868)       172,726
    Purchase of property and equipment                                                     (2,564)        (2,184)
    Sale of property and equipment                                                            597             33
                                                                                   -------------- --------------
    Net cash used in investing activities                                                (315,185)      (190,977)
                                                                                     ------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Capital contribution from PLC                                                               0         78,699
    Proceeds from borrowings under line of credit arrangements and debt                 1,041,738        689,000
    Principal payments on line of credit arrangements and debt                         (1,037,738)      (689,000)
    Principal payment on surplus note to PLC                                               (5,193)        (2,538)
    Dividends to PLC                                                                            0            (50)
    Investment product deposits and change in universal life deposits                     465,132        425,110
    Investment product withdrawals                                                       (311,251)      (479,124)
                                                                                     ------------    -----------
    Net cash provided by financing activities                                             152,688         22,097
                                                                                      -----------   ------------

INCREASE (DECREASE) IN CASH                                                              (114,063)         7,434
CASH AT BEGINNING OF PERIOD                                                               114,384          6,198
                                                                                     ------------   ------------
CASH AT END OF PERIOD                                                              $          321    $    13,632
                                                                                   ==============    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period:
       Interest on notes and mortgages payable                                         $   (3,112)      $ (2,663)
       Income taxes                                                                    $  (26,437)      $(26,566)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
    FINANCING ACTIVITIES
    Reduction of principal on note from ESOP                                           $      202       $    186
    Acquisitions and bulk reinsurance assumptions
       Assets acquired                                                                 $  941,123       $204,435
       Liabilities assumed                                                               (784,709)      (253,480)
                                                                                       ------------     -----------
       Net                                                                             $  156,414     $  (49,045)
                                                                                       ============     ===========











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 six month  period  ended  June 30,  1997,  are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997. 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, 1996.

         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 such
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 number of civil jury  verdicts  have been  returned  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.  Increasingly these lawsuits have
resulted in the award of  substantial  judgments  against the insurers  that are
disproportionate  to the actual damages,  including material amounts of punitive
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 damages suit.  Protective Life
and its  subsidiaries,  like  other life and health  insurers,  in the  ordinary
course of  business,  are involved in such  litigation.  The outcome of any such
litigation  cannot be predicted with  certainty.  In addition,  in some lawsuits
involving  insurers'  sales  practices,  insurers have made material  settlement
payments to end litigation.

         Pending  litigation  includes a class action filed in Jefferson  County
(Birmingham),  Alabama  with respect to the refund of certain  cancer  insurance
premiums.  Although  the  outcome of any  litigation  cannot be  predicted  with
certainty, Protective Life believes that at the present time there

                                        6





are no pending  or  threatened  lawsuits  that are  reasonably  likely to have a
material  adverse effect on the financial  position,  results of operations,  or
liquidity of Protective Life.

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 June 30,  1997,  and for the six 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
$407.5 million and $60.0 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 June 30, 1997 and  December  31,
1996,  prepared on the basis of reporting  investments  at amortized cost rather
than at market values, are as follows:



                                                         JUNE 30, 1997                 DECEMBER 31, 1996
                                                         -------------                 -----------------
                                                                         (IN THOUSANDS)

                                                                                       
Total investments                                           $7,353,618                       $6,495,259
Deferred policy acquisition costs                              627,596                          495,965
All other assets                                             1,360,001                        1,161,830
                                                            ----------                       ----------
                                                            $9,341,215                       $8,153,054
                                                            ==========                       ==========

Deferred income taxes                                     $     18,157                     $     34,121
All other liabilities                                        8,507,587                        7,349,430
                                                            ----------                       ----------
                                                             8,525,744                        7,383,551
Stockholder's equity                                           815,471                          769,503
                                                           -----------                      -----------
                                                            $9,341,215                       $8,153,054
                                                            ==========                       ==========



NOTE E - ACCOUNTING POLICIES FOR DERIVATIVE FINANCIAL INSTRUMENTS

         Protective  Life  does not use  derivative  financial  instruments  for
trading  purposes.  Combinations  of futures  contracts  and options on treasury
notes are  currently  being used as hedges  for  asset/liability  management  of
certain  investments,  primarily mortgage loans on real estate,  mortgage-backed
securities,  and liabilities  arising from  interest-sensitive  products such as
guaranteed  investment  contracts and annuities.  Realized  investment gains and
losses on such  contracts are deferred and amortized over the life of the hedged
asset. At June 30, 1997, open

                                        7





option  contracts  with a notional  amount of  $1,225.0  million  were in a $1.0
million  unrealized loss position.  Additionally,  Protective Life uses interest
rate swap contracts to convert  certain  investments  from a variable to a fixed
rate of interest.  At June 30, 1997,  related open interest rate swap  contracts
with a notional amount of $135.3 million were in a $0.8 million  unrealized loss
position.

NOTE F - RECENTLY ADOPTED 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."  This
statement is effective for transactions entered into after January 1, 1997.

NOTE G - 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,  Dental
and Consumer Benefits ("Dental"), Financial Institutions, Guaranteed  Investment
Contracts  ("GIC"),  Individual Life, and Investment  Products.  Protective Life
also has an additional  business  segment which is described herein as Corporate
and Other.

         The Dental Division  (formerly  known as the Group  Division)  recently
exited  from the  traditional  group  major  medical  business,  fulfilling  the
Division's   strategy  to  focus  primarily  on  dental  and  related  products.
Accordingly, the Division was renamed the Dental and Consumer Benefits Division.

REVENUES

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



                                                             SIX MONTHS                PERCENTAGE
                                                               ENDED                    INCREASE/
                                                              JUNE 30                   (DECREASE)
                                                            (IN THOUSANDS)
                                                         1997            1996
                                                         ----            ----

                                                                                   
         Premiums and policy fees                      $228,870         $232,801             (1.7)%
         Net investment income                          255,793          244,764              4.5
         Realized investment gains                        1,720            5,021            (65.7)
         Other income                                     1,488            3,198            (53.5)
                                                      ---------        ---------
                                                       $487,871         $485,784
                                                      =========         =======


         Premiums  and policy fees  decreased  $3.9 million or 1.7% in the first
six months of 1997 over the first six  months of 1996.  The  coinsurance  by the
Acquisitions Division of a block of policies and the acquisition of a small life
insurance  company in the fourth  quarter of 1996,  and the  acquisition of West
Coast Life  Insurance  Company  ("West  Coast")  in the  second  quarter of 1997
resulted in a $6.6 million  increase in premiums  and policy fees.  Decreases in
older acquired blocks resulted in a $4.6 million decrease in premiums and policy
fees.  Premiums and policy fees from the Dental Division  increased $6.1 million
in the first six months of 1997 as compared

                                        9





to the same period in 1996.  Premiums and policy fees related to the  Division's
dental  business  increased  $11.2  million  in the first six  months of 1997 as
compared to the same period in 1996.  This  increase was  partially  offset by a
decrease in premiums related to the Division's exit from the group major medical
business.  Premiums  and policy fees from the  Financial  Institutions  Division
decreased $21.0 million in the first six months of 1997 as compared to the first
six months of 1996.  Decreases  of $11.9  million  resulted  from a  reinsurance
arrangement  begun in 1995 whereby most of the Division's  new credit  insurance
sales are being ceded to a reinsurer.  Decreases  of $9.1 million  relate to the
normal  decrease  in  premiums on a closed  block of credit  insurance  policies
reinsured in 1996.  Increases  in premiums  and policy fees from the  Individual
Life and  Investment  Product  Divisions  were $8.0  million  and $1.3  million,
respectively.

         Net  investment  income in the first six  months of 1997  increased  by
$11.0 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 deposits and to acquisitions.  The
coinsurance of a block of policies and the acquisition of a small life insurance
company in the fourth  quarter of 1996 and the  acquisition of West Coast in the
second quarter of 1997 resulted in an increase in net investment  income of $8.4
million in the first six months of 1997 as compared to the same period in 1996.

         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 six  months of 1997 were $1.7
million as compared to $5.0 million in the corresponding  period of 1996. 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
                                                                              SIX MONTHS ENDED JUNE  30
                                                                                   (IN THOUSANDS)
                                                                                             
    BUSINESS SEGMENT                                                           1997                  1996
    ----------------                                                           ----                  ----

    Acquisitions                                                             $29,866                $26,122
    Dental and Consumer Benefits                                               7,542                  4,865
    Financial Institutions                                                     5,600                  3,863
    Guaranteed Investment Contracts                                           15,800                 15,171
    Individual Life                                                            6,586                  7,271
    Investment Products                                                        4,731                  7,244
    Corporate and Other                                                         (927)                (4,379)
    Unallocated Realized Investment Gains (Losses)                             1,024                  1,811
                                                                            --------               --------
                                                                             $70,222                $61,968
                                                                             =======                =======



         Pretax earnings from the Acquisitions  Division  increased $3.7 million
in the first six months of 1997 as compared to the same period of 1996. 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  most  recent
acquisitions  resulted  in a  $2.8  million  increase  in  pretax  earnings.  In
addition,  the Division's  mortality  experience was approximately  $2.1 million
more  favorable  in the first six months of 1997 as  compared to the same period
last year.

         Dental  Division  pretax earnings were $2.7 million higher in the first
six months of 1997 as compared to the first six months of 1996.  $1.8 million of
the  increase  was a one-time  release of reserves  associated  with exiting the
group major medical  business.  Lower cancer earnings  partially offset improved
traditional  group life and health  results.  Dental  earnings were $1.6 million
(including expenses of $1.0 million to develop a new discounted  fee-for-service
program)  in the first six  months of 1997 as  compared  to $2.6  million in the
first six months of 1996.

         Pretax  earnings  of the  Financial  Institutions  Division  were  $1.7
million higher in the first six months of 1997 as compared to the same period in
1996.  Included in the Division's 1997 results are earnings from the coinsurance
of a block of policies in the second quarter of 1996.

         The GIC Division had pretax operating  earnings of $15.7 million in the
first six months of 1997 and $19.6 million in the corresponding  period of 1996.
In  December,  1996,  the  Company  sold  a  major  portion  of  its  bank  loan
participations in a securitization  transaction  which has subsequently  reduced
the  Division's  earnings.  The  decrease  was  partially  offset  by a  related
improvement  in earnings in the Corporate and Other  segment.  In addition,  the
Division has  shortened  the duration of its invested  assets which also reduced
earnings.  Realized  investment gains associated with this Division in the first
six months of 1997 were $0.1 million as compared to realized  investment  losses
of $4.4 million in the same period last year. As a result, total pretax earnings
were $15.8 million in the first six months of 1997 compared to $15.2 million for
the same period last year.

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         The  Individual  Life  Division had pretax  operating  earnings of $6.6
million in the first six months of 1997 as compared to $6.2  million in the same
period of 1996.  During the  second  quarter  of 1997 the  Division  experienced
record  high  mortality.  After an  extensive  audit of second  quarter  claims,
management  concluded  this  experience was a random  fluctuation.  Furthermore,
claims in July 1997 were at expected levels.  This decrease was partially offset
by earnings  from Empire  General (an  insurance  subsidiary  which  distributes
products through  brokerage general agencies) which improved $1.9 million in the
first  six  months  of  1997 as  compared  to the  same  period  in 1996  and by
reductions in expenses related to new marketing  ventures.  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 $6.6 million in the first six months of 1997 as compared to
$7.3 million in the first six months of 1996.

         Investment Products Division pretax operating earnings in the first six
months of 1997 of $4.5 million  were $0.6 million  lower than the same period of
1996. The Division's 1996 results  included a one-time $0.9 million  addition to
earnings. Realized investment gains associated with the Division, net of related
amortization of deferred policy acquisition costs, were $0.2 million as compared
to $2.1 million last year, resulting in total pretax earnings of $4.7 million in
the first six months of 1997 as compared  to $7.2  million in the same period of
1996.

         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 $3.5 million  lower the first six months of
1997 as compared to the first six months of 1996.

INCOME TAXES

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

       SIX MONTHS
        ENDED                                         ESTIMATED EFFECTIVE
        JUNE 30                                         INCOME TAX RATES

        1996                                                  34.1%
        1997                                                  34.8

         The  effective  income  tax rate for the full  year of 1996 was  34.1%.
Management's estimate of the effective income tax rate for 1997 is 34%.



                                       12





NET INCOME

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

                                                     NET INCOME
  SIX MONTHS                                                       PERCENTAGE
    ENDED                                 TOTAL                     INCREASE/
   JUNE 30                            (IN THOUSANDS)               (DECREASE)

    1996                                 $40,815                        7.5%
    1997                                  45,767                       12.1


         Compared to the same period in 1996, net income in the first six months
of 1997 increased $5.0 million,  reflecting  improved  operating earnings in the
Acquisitions,  Dental, Financial Institutions, and Individual Life Divisions and
the Corporate and Other segment which were offset by lower operating earnings in
the Guaranteed  Investment Contracts and Investment Products Divisions and lower
realized  investment  gains  (net of related  amortization  of  deferred  policy
acquisition costs).

RECENTLY ISSUED ACCOUNTING STANDARDS

          In June 1997 the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 130,  "Reporting  Comprehensive
Income" and SFAS No. 131,  "Disclosures  about  Segments  of an  Enterprise  and
Related  Information."  Protective Life  anticipates that the impact of adopting
these accounting standards will be immaterial to its financial condition

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Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)Exhibit 27 - Financial data schedule
         Exhibit 99 - Safe Harbor for Forward-Looking Statements


                                    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:   August 14, 1997                          /S/ JERRY W. DEFOOR
                                                 -------------------
                                                 Jerry W. DeFoor
                                                 Vice President and Controller,
                                                 and Chief Accounting Officer
                                                 (Duly authorized officer)


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