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


                                    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, 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 November 7,
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



                                                                       
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, 1997 and 1996 (unaudited)..............
        Consolidated Condensed Balance Sheets as of September 30, 1997
          (unaudited) and December 31, 1996.................................
        Consolidated Condensed Statements of Cash Flows for the
          Nine Months ended September 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 September 30, 1997, and
the related consolidated  condensed statements of income for the three-month and
nine-month periods ended September 30, 1997 and 1996, and consolidated condensed
statements of cash flows for the nine-month periods ended September 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
October 23, 1997

                                        2





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




                                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                            SEPTEMBER 30                      SEPTEMBER 30
                                                                      --------------------------        ----------------------
                                                                       1997              1996            1997             1996
                                                                       ----              ----            ----            -----


                                                                                                               
REVENUES
     Premiums and policy fees (net of reinsurance ceded:
        three months: 1997 - $95,507; 1996 - $81,453
        nine months: 1997 - $221,292; 1996 - $247,988)                   $104,833      $110,310           $333,703      $343,111
     Net investment income                                                149,452       124,516            405,245       369,280
     Realized investment gains                                                 61           861              1,781         5,882
     Other income                                                             893           902              2,381         4,100
                                                                       ----------   -----------          ---------    ----------
                                                                          255,239       236,589            743,110       722,373
                                                                         --------     ---------           --------      --------

BENEFITS AND EXPENSES
     Benefits and settlement expenses (net of reinsurance ceded:
        three months: 1997 - $51,059; 1996 - $64,420
        nine months: 1997 - $93,780; 1996 - $182,201)                     157,407       157,931            479,560       466,692
     Amortization of deferred policy acquisition costs                     28,488        18,822             67,517        70,162
     Other operating expenses (net of reinsurance ceded
        three months: 1997 - $26,459; 1996 - $24,368
        nine months: 1997 - $63,086; 1996 - $67,183)                       26,225        32,031             82,692        95,746
                                                                        ---------     ---------         ----------     ---------
                                                                          212,120       208,784            629,769       632,600
                                                                         --------     ---------          ---------     ---------

INCOME BEFORE INCOME TAX                                                   43,119        27,805            113,341        89,773

Income tax expense                                                         14,433         9,494             38,888        30,647
                                                                        ---------    ----------          ---------     ---------

NET INCOME                                                              $  28,686     $  18,311          $  74,453     $  59,126
                                                                        =========     =========          =========     =========























SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                        3







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

                                                                                  SEPTEMBER 30        DECEMBER 31
                                                                                     1997                 1996
                                                                                 ---------------      -------------
                                                                                  (Unaudited)
                                                                                                     
ASSETS
  Investments:
     Fixed maturities                                                            $  6,131,512           $4,662,997
     Equity securities                                                                 18,620               35,250
     Mortgage loans on real estate                                                  1,262,509            1,503,781
     Investment in real estate, net                                                    14,637               14,172
     Policy loans                                                                     194,190              166,704
     Other long-term investments                                                       58,217               29,193
     Short-term investments                                                           177,346              101,215
                                                                                -------------          -----------
         Total investments                                                          7,857,031            6,513,312
   Cash                                                                                     0              114,384
   Accrued investment income                                                           90,558               70,541
   Accounts and premiums receivable, net                                               38,877               43,469
   Reinsurance receivables                                                            473,521              332,614
   Deferred policy acquisition costs                                                  630,191              488,201
   Property and equipment, net                                                         36,875               35,489
   Other assets                                                                        22,111               14,636
   Assets held in separate accounts                                                   880,083              550,697
                                                                                -------------          -----------
                                                                                  $10,029,247           $8,163,343
                                                                                  ===========           ==========


LIABILITIES
   Policy liabilities and accruals                                               $  3,580,404           $2,706,002
   Guaranteed investment contract deposits                                          2,784,252            2,474,728
   Annuity deposits                                                                 1,481,726            1,331,067
   Other policyholders' funds                                                         170,051              142,221
   Other liabilities                                                                  164,811              117,847
   Accrued income taxes                                                                24,168                1,854
   Deferred income taxes                                                               38,622               37,722
   Indebtedness to related parties                                                     23,268               25,014
   Liabilities related to separate accounts                                           880,083              550,697
                                                                                -------------          -----------
                                                                                    9,147,385            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 on investments
     (net of income tax: 1997 -$22,139; 1996 - $3,601)                                 37,754                6,688
   Retained earnings                                                                  606,491              532,088
   Note receivable from PLC
     Employee Stock Ownership Plan                                                     (5,377)              (5,579)
                                                                                -------------         ------------
                                                                                      881,862              776,191
                                                                                 ------------          -----------
                                                                                  $10,029,247           $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)
                                                                                           NINE MONTHS ENDED
                                                                                              SEPTEMBER 30
                                                                                           1997            1996
                                                                                           ----            ----

                                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                                            $74,453        $59,126
    Adjustments to reconcile net income to net cash provided by operating activities:
       Amortization of deferred policy acquisition costs                                   67,517         70,162
       Capitalization of deferred policy acquisition costs                                (88,403)       (70,146)
       Depreciation expense                                                                 1,714          3,997
       Deferred income tax                                                                (17,639)           211
       Accrued income tax                                                                  17,669          3,568
       Interest credited to universal life and investment products                        357,880        206,763
       Policy fees assessed on universal life and investment products                     (97,491)       (84,362)
       Change in accrued investment income and other receivables                          (33,948)       (84,380)
       Change in policy liabilities and other policyholders'
          funds of traditional life and health products                                    (5,602)        53,332
       Change in other liabilities                                                        (15,877)         2,842
       Other (net)                                                                         (5,063)        (1,776)
                                                                                   --------------  -------------
    Net cash provided by operating activities                                             255,210        159,337
                                                                                    -------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Maturities and principal reductions of investments
       Investments available for sale                                                   4,613,642        457,488
       Other                                                                              225,427         94,816
    Sale of investments
       Investments available for sale                                                   1,060,668        750,557
       Other                                                                              689,043        561,440
    Cost of investments acquired
       Investments available for sale                                                  (6,476,664)    (2,049,715)
       Other                                                                             (582,300)      (335,397)
    Acquisitions and bulk reinsurance assumptions                                        (169,124)       172,726
    Purchase of property and equipment                                                     (3,285)        (5,222)
    Sale of property and equipment                                                          2,681            143
                                                                                  --------------- --------------
    Net cash used in investing activities                                                (639,912)      (353,164)
                                                                                    -------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Capital contribution from PLC                                                           1,988         78,699
    Proceeds from borrowings under line of credit arrangements and debt                 1,134,538        742,750
    Principal payments on line of credit arrangements and debt                         (1,134,538)      (742,750)
    Principal payment on surplus note to PLC                                               (4,893)       (10,000)
    Dividends to PLC                                                                          (50)           (50)
    Investment product deposits and change in universal life deposits                     771,804        842,765
    Investment product withdrawals                                                       (498,531)      (711,826)
                                                                                    -------------  -------------
    Net cash provided by financing activities                                             270,318        199,588
                                                                                    -------------  -------------

INCREASE (DECREASE) IN CASH                                                              (114,384)         5,761
CASH AT BEGINNING OF PERIOD                                                               114,384          6,198
                                                                                    ------------- --------------
CASH AT END OF PERIOD                                                            $              0  $      11,959
                                                                                 ================  =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during the period:
       Interest on notes and mortgages payable                                        $    (3,634)     $  (3,721)
       Income taxes                                                                   $   (34,992)     $ (26,809)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
    FINANCING ACTIVITIES
    Reduction of principal on note from ESOP                                          $       202      $     186
    Acquisitions and bulk reinsurance assumptions
       Assets acquired                                                                $ 1,114,832      $ 200,737
       Liabilities assumed                                                               (902,267)      (253,480)
                                                                                     -------------   ------------
       Net                                                                          $     212,565      $ (52,743)
                                                                                     =============   ============











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, 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,  including purported class
action  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.

         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

                                        6





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  September  30,  1997,  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 $417.2 million and $84.9 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, 1997 and December 31,
1996,  prepared on the basis of reporting  investments  at amortized cost rather
than at market values, are as follows:



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

                                                                                              
Total investments                                           $7,780,616                       $6,495,259
Deferred policy acquisition costs                              646,713                          495,965
All other assets                                             1,542,025                        1,161,830
                                                            ----------                       ----------
                                                            $9,969,354                       $8,153,054
                                                            ==========                       ==========

Deferred income taxes                                     $     16,483                     $     34,121
All other liabilities                                        9,108,763                        7,349,430
                                                            ----------                       ----------
                                                             9,125,246                        7,383,551
Stockholder's equity                                           844,108                          769,503
                                                           -----------                      -----------
                                                            $9,969,354                       $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 September 30, 1997,

                                        7





open option  contracts  with a notional  amount of $1.2  billion  were in a $1.1
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  September  30, 1997,  related  open  interest  rate swap
contracts  with a  notional  amount of  $135.3  million  were in a $0.6  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:



                                                            NINE MONTHS                   PERCENTAGE
                                                               ENDED                       INCREASE/
                                                            SEPTEMBER 30                  (DECREASE)
                                                           (IN THOUSANDS)
                                                         1997            1996
                                                         ----            ----

                                                                                       
         Premiums and policy fees                      $333,703         $343,111             (2.7)%
         Net investment income                          405,245          369,280              9.7
         Realized investment gains                        1,781            5,882            (69.7)
         Other income                                     2,381            4,100            (41.9)
                                                     ----------       ----------
                                                       $743,110         $722,373



         Premiums  and policy fees  decreased  $9.4 million or 2.7% in the first
nine months of 1997 over the first nine 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  resulted  in a $6.1  million
increase  in  premiums  and policy  fees.  Decreases  in older  acquired  blocks
resulted in a $6.0  million  decrease in premiums  and policy  fees.  The Dental
Division's  exit from the  group  major  medical  business  resulted  in a $22.4
million  decrease in premiums and policy fees.  Premiums and policy fees related
to the Dental Division's other businesses increased $19.5

                                        9





million in the first nine months of 1997 as compared to the same period in 1996.
Premiums  and policy fees from the  Financial  Institutions  Division  decreased
$27.1  million in the first nine  months of 1997 as  compared  to the first nine
months  of  1996.  Decreases  of  $12.8  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 $14.3 million  relate to the
normal  decrease  in  premiums on a closed  block of credit  insurance  policies
reinsured  in 1996.  The  Individual  Life  Division's  premiums and policy fees
increased  $16.0 million,  including  $6.4 million from the  acquisition of West
Coast Life  Insurance  Company ("West Coast") in the second quarter of 1997. The
increase in premiums and policy fees from the Investment  Products  Division was
$2.7 million.

         Net  investment  income in the first nine months of 1997  increased  by
$36.0 million over the corresponding period of the preceding year, primarily due
to  increases  in the  average  amount of  invested  assets and an  increase  in
participating mortgage loan income. Invested assets have increased primarily due
to receiving  annuity  deposits and due 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 $24.9 million in the
first nine 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 nine months of 1997 were $1.8
million as compared to $5.9 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
                                                                             NINE MONTHS ENDED SEPTEMBER 30
                                                                                    (IN THOUSANDS)
    BUSINESS SEGMENT                                                        1997                       1996
    ----------------                                                        ----                       ----

                                                                                                     
    Acquisitions                                                          $ 45,821                     $38,888
    Dental and Consumer Benefits                                            10,106                        (166)
    Financial Institutions                                                   8,673                       6,794
    Guaranteed Investment Contracts                                         20,082                      22,309
    Individual Life                                                         15,554                      11,943
    Investment Products                                                      6,486                       8,654
    Corporate and Other                                                      3,474                      (4,439)
    Unallocated Realized Investment Gains (Losses)                           3,145                       5,790
                                                                        ----------                    --------
                                                                          $113,341                     $89,773
                                                                          ========                     =======



         Pretax earnings from the Acquisitions  Division  increased $6.9 million
in the  first  nine  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  $3.3  million  increase  in  pretax  earnings.  In
addition,  the Division's  mortality  experience was approximately  $7.2 million
more  favorable  in the first nine months of 1997 as compared to the same period
last year.

         Dental  Division  pretax earnings were $3.5 million higher in the first
nine months of 1997 as  compared  to the first nine  months of 1996  excluding a
$6.8 million refund of premiums and related  expenses in the 1996 third quarter.
$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 $4.3
million, an increase of $0.6 million, before expenses of $1.8 million to develop
a new discounted fee-for-service program.

         Pretax  earnings  of the  Financial  Institutions  Division  were  $1.9
million  higher in the first nine  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 $21.9 million in the
first nine months of 1997 and $30.1 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 losses associated with this Division in the first
nine months of 1997 were $1.8 million as compared

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to $7.8 million in the same period last year. As a result, total pretax earnings
were $20.1  million in the first nine months of 1997  compared to $22.3  million
for the same period last year.

         The  Individual  Life  Division's  results  include  West  Coast  which
Protective Life acquired on June 3. The Division's pretax operating  earnings of
$15.6  million in the first nine months of 1997 were $4.8 million above the same
period of 1996. West Coast  represents  $3.0 million of the increase.  Mortality
returned to normal levels in the 1997 third quarter  after  experiencing  record
high mortality in the previous quarter which reduced earnings approximately $4.3
million.  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 $15.6 million in the first nine
months of 1997 as compared to $11.9 million in the first nine months of 1996.

         Investment  Products  Division pretax  operating  earnings in the first
nine months of 1997 of $6.3 million were even with 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 $2.4 million last year, resulting in total pretax earnings of $6.5 million in
the first nine months of 1997 as compared to $8.7  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 income for this segment was $3.5 million in the first nine months of 1997
compared to a loss of $4.4 million in the first nine months of 1996. In the 1997
third  quarter  the segment had $3.0  million of income from  Protective  Life's
participation  commercial  mortgage  loan  program.  The  remaining  increase in
earnings  relates  primarily to increased net  investment  income on capital and
income from a securitization transaction.

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%
                       1997                                    34.3

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

                                                                                       
                      1996                                      $59,126                        1.4%
                      1997                                       74,453                       25.9



         Compared  to the same  period in 1996,  net  income  in the first  nine
months of 1997 increased $15.3 million,  reflecting  improved operating earnings
in the  Acquisitions,  Dental,  Financial  Institutions,  Individual  Life,  and
Investment  Products  Divisions and the Corporate and Other segment,  which were
offset  by lower  operating  earnings  in the  Guaranteed  Investment  Contracts
Division 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:   November 12, 1997                       /S/ JERRY W. DEFOOR
                                                -------------------
                                                Jerry W. DeFoor
                                                Vice President and Controller,
                                                and Chief Accounting Officer
                                                (Duly authorized officer)


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