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, 1995

                                       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; 33-70984

                        PROTECTIVE LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

        TENNESSEE                            63-0169720
(State of incorporation)         (IRS Employer Identification Number)

                             2801 HIGHWAY 280 SOUTH
                            BIRMINGHAM, ALABAMA 35223
                    (Address of principal executive offices)

                                 (205) 879-9230
                         (Registrant's telephone number)

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
10, 1995:  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
        Months and Nine Months ended September 30, 1995 and 1994 (unaudited)
      Consolidated Condensed Balance Sheets as of September 30, 1995
        (unaudited) and December 31, 1994
      Consolidated Condensed Statements of Cash Flows
        for the Nine Months ended September 30, 1995 and 1994 (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, 1995, and
the related consolidated condensed statements of income for the three-month and
nine-month periods ended September 30, 1995 and 1994 and consolidated condensed
statements of cash flows for the nine-month periods ended September 30, 1995 and
1994.  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, 1994, 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
13, 1995, we expressed an unqualified opinion which contains an explanatory
paragraph regarding the changes in accounting for certain investments in debt
and equity securities in 1993 and postretirement benefits other than pensions in
1992 on those consolidated financial statements.  In our opinion, the infor-
mation set forth in the accompanying consolidated condensed balance sheet as of
December 31, 1994, 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 25, 1995



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


                                                                     THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                        SEPTEMBER 30                SEPTEMBER 30
                                                                       1995      1994             1995       1994
                                                                                              
REVENUES
   Premiums and policy fees (net of reinsurance ceded:
     three months:  1995 - $79,908; 1994 - $50,714                   $ 93,213  $101,876         $277,460  $289,362
     nine months:  1995 - $222,351; 1994 - $121,462)
   Net investment income                                              118,162   101,283          342,017   295,978
   Realized investment gains (losses)                                   1,337     3,122            3,443     4,855
   Other income                                                           799       643            4,992     2,871
                                                                     --------  --------         --------  --------
                                                                      213,511   206,924          627,912   593,066
                                                                     --------  --------         --------  --------

BENEFITS AND EXPENSES
   Benefits and settlement expenses (net of reinsurance ceded:
     three months:  1995 - $54,638; 1994 - $31,118                    134,111   134,208          383,039   376,536
     nine months:  1995 - $159,760; 1994 - $80,541)
   Amortization of deferred policy acquisition costs                   17,643    20,485           63,193    60,194
   Other operating expenses (net of reinsurance ceded:
     three months:  1995 - $23,173; 1994 - $3,793                      30,040    24,859           93,297    81,457
                                                                     --------  --------         --------  --------
     nine months:  1995 - $58,645; 1994 - $9,842)
                                                                      181,794   179,552          539,529   518,187
                                                                     --------  --------         --------  --------
INCOME BEFORE INCOME TAX                                               31,717    27,372           88,383    74,879

Income tax expense                                                     11,352     8,728           30,052    23,960
                                                                     --------  --------         --------  --------


NET INCOME                                                           $ 20,365  $ 18,644         $ 58,331  $ 50,919
                                                                     ========  ========         ========  ========


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



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

                                                                                        SEPTEMBER 30    DECEMBER 31
                                                                                            1995            1994
                                                                                        (Unaudited)
                                                                                                  
ASSETS
 Investments:
   Fixed maturities                                                                     $3,909,874      $3,493,646
   Equity securities                                                                        47,456          45,005
   Mortgage loans on real estate                                                         1,718,900       1,488,495
   Investment in real estate, net                                                           21,040          20,170
   Policy loans                                                                            145,655         147,608
   Other long-term investments                                                              46,193          50,751
   Short-term investments                                                                   90,974          54,683
                                                                                        ----------      ----------
     Total investments                                                                   5,980,092       5,300,358
   Cash                                                                                        808
   Accrued investment income                                                                61,701          55,630
   Accounts and premiums receivable, net                                                    38,333          28,928
   Reinsurance receivables                                                                 223,457         122,175
   Deferred policy acquisition costs                                                       412,283         434,200
   Property and equipment, net                                                              34,699          33,185
   Receivables from related parties                                                            582             281
   Other assets                                                                             13,790          11,802
   Assets held in separate accounts                                                        277,493         124,145
                                                                                        ----------      ----------

     TOTAL ASSETS                                                                       $7,043,238      $6,110,704
                                                                                        ==========      ==========

LIABILITIES
   Policy liabilities and accruals                                                      $2,021,324      $1,797,774
   Guaranteed investment contract deposits                                               2,483,669       2,281,673
   Annuity deposits                                                                      1,298,167       1,251,318
   Other policyholders' funds                                                              144,468         144,461
   Other liabilities                                                                       102,584          94,181
   Accrued income taxes                                                                      5,973          (4,699)
   Deferred income taxes                                                                    49,471         (14,667)
   Indebtedness to related parties                                                          39,443          39,443
   Debt                                                                                     17,000
   Liabilities related to separate accounts                                                277,493         124,145
                                                                                        ----------      ----------
     TOTAL LIABILITIES                                                                   6,439,592       5,713,629
                                                                                        ==========      ==========
COMMITMENTS AND CONTINGENT LIABILITIES - NOTE B

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

STOCKHOLDER'S EQUITY
 Common Stock, $1 par value
  Shares authorized and issued:  5,000,000                                                   5,000           5,000
  Additional paid-in capital                                                               144,494         126,494
  Net unrealized gains (losses) on investments
  (Net of income tax: 1995 - $12,189; 1994 - $(57,902))                                     22,637        (107,532)
 Retained earnings                                                                         435,280         377,049
 Note receivable from PLC
  Employee Stock Ownership Plan                                                             (5,765)         (5,936)
                                                                                        ----------      ----------
  TOTAL STOCKHOLDER'S EQUITY                                                               601,646         395,075
                                                                                        ----------      ----------
                                                                                        $7,043,238      $6,110,704
                                                                                        ==========      ==========

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



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


                                                                                             NINE MONTHS ENDED
                                                                                               SEPTEMBER 30
                                                                                             1995         1994
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                               $   58,331   $  50,919
 Adjustments to reconcile net income to net cash provided by operating activities:
   Amortization of deferred policy acquisition costs                                          63,194      60,194
   Capitalization of deferred policy acquisition costs                                       (61,286)    (89,295)
   Depreciation expense                                                                        3,233       3,409
   Deferred income taxes                                                                      (5,952)    (11,084)
   Accrued income taxes                                                                       10,672      (2,642)
   Interest credited to universal life and investment products                               213,303     183,642
   Policy fees assessed on universal life and investment products                            (74,772)    (58,887)
   Change in accrued investment income and other receivables                                (116,522)      9,636
   Change in policy liabilities and other policyholders'
     funds of traditional life and health products                                           131,225      84,215
   Change in other liabilities                                                               (10,224)      6,502
   Other (net)                                                                                (3,515)     (2,168)
                                                                                          ----------   ---------
 Net cash provided by operating activities                                                   207,687     234,441
                                                                                          ----------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Maturities and principal reductions of investments
  Investments available for sale                                                             219,760     325,243
  Other                                                                                       49,536     129,296
 Sale of investments
  Investments available for sale                                                             863,479     349,944
  Other                                                                                        4,243      16,183
 Cost of investments acquired
  Investments available for sale                                                          (1,329,735) (1,336,274)
  Other                                                                                     (243,788)   (112,964)
 Acquisitions and bulk reinsurance assumptions                                                            39,328
 Purchase of property and equipment                                                           (4,859)     (2,933)
 Sale of property and equipment                                                                  112       1,817
                                                                                         -----------  ----------

 Net cash used in investing activities                                                      (441,252)   (590,360)
                                                                                         -----------  ----------


CASH FLOWS FROM FINANCING ACTIVITIES
 Capital contribution from PLC                                                                18,000
 Proceeds from borrowings under line of credit arrangements and debt                         981,100     373,186
 Principal payments on line of credit arrangements and debt                                 (964,100)   (373,258)
 Principal payment on surplus note to PLC                                                                 (4,750)
 Dividends to PLC                                                                               (100)        (50)
 Investment product deposits and change in universal life deposits                           734,707   1,064,910
 Investment product withdrawals                                                             (535,234)   (728,070)
                                                                                         -----------  ----------

 Net cash provided by financing activities                                                   234,373     331,968
                                                                                         -----------  ----------


DECREASE IN CASH                                                                                 808     (23,951)
CASH AT BEGINNING OF PERIOD                                                                        0      23,951
                                                                                         -----------  ----------

CASH AT END OF PERIOD                                                                    $       808  $        0
                                                                                         ===========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the period:
  Interest on notes and mortgages payable                                                $     2,579  $   (3,713)
  Income taxes                                                                           $    25,332  $  (37,687)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES
  Reduction of principal on note from ESOP                                               $       171  $       28
  Acquisitions and bulk reinsurance assumptions
    Assets acquired                                                                      $       613  $   41,818
    Liabilities assumed                                                                      (21,800)    (49,049)
                                                                                         -----------  ----------

    Net                                                                                  $   (21,187) $   (7,231)
                                                                                         ===========  ==========


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



                        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, 1995 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1995.  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, 1994.

     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.

     Protective Life and its subsidiaries, like other life and health insurers,
from time to time are involved in lawsuits, in which the plaintiff may seek
punitive damage awards as well as compensatory damage awards.  To date, no such
lawsuit has resulted in the award of any material amount of damages against
Protective Life.  Although the outcome of any litigation cannot be predicted
with certainty, Protective Life believes that such litigation will not have a
material adverse effect on the financial position 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, 1995 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 $325.5 million and $74.0 million, respectively.

NOTE D - RECENTLY ADOPTED ACCOUNTING STANDARDS

     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, 1995 and December 31,
1994, prepared on the basis of reporting investments at amortized cost rather
than at market values, are as follows:

                                      SEPTEMBER 30, 1995     DECEMBER 31, 1994
                                                    (IN THOUSANDS)

Total investments                         $5,937,790             $5,499,511
Deferred policy acquisition costs            419,759                400,480
All other assets                             650,863                376,146
                                          ----------             ----------
                                          $7,008,412             $6,276,137
                                          ==========             ==========

Deferred income taxes                     $   37,282             $   43,235
All other liabilities                      6,390,121              5,728,296
                                          ----------             ----------
                                           6,427,403              5,771,531
Redeemable preferred stock                     2,000                  2,000
Stockholder's equity                         579,009                502,606
                                          ----------             ----------
                                          $7,008,412             $6,276,137
                                          ==========             ==========

     On January 1, 1995 Protective Life adopted SFAS No. 114 "Accounting by
Creditors for Impairment of a Loan" and SFAS No. 118 "Accounting by Creditors
for Impairment of a Loan-Income Recognition and Disclosures."  Under the new
standards, a loan is considered impaired, based on current information and
events, if it is probable that Protective Life will be unable to collect the
scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement.  The measurement of impaired loans is
generally based on the present value of expected future cash flows discounted
at the historical effective interest rate, except that all collateral-dependent
loans are measured for impairment based on the fair value of the collateral.

     Since Protective Life's mortgage loans are collateralized by real estate,
any assessment of impairment is based upon the estimated fair value of the real
estate.  Based on Protective Life's evaluation of its mortgage loan portfolio,
Protective Life does not expect any material losses on its mortgage loans, and
therefore no allowance for losses is required under SFAS No. 114 at January 1,
1995 or September 30, 1995.


                 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.


REVENUES

     The following table sets forth revenues by source for the period shown:


                                    NINE MONTHS            PERCENTAGE
                                       ENDED                INCREASE
                                    SEPTEMBER 30           (DECREASE)
                                   (IN THOUSANDS)
                                 1995          1994

   Premiums and policy fees    $277,460      $289,362         (4.1)%
   Net investment income        342,017       295,978         15.6
   Realized investment gains      3,443         4,855        (29.1)
   Other income                   4,992         2,871         73.9
                                -------      --------
                               $627,912      $593,066
                               ========      ========


     Premiums and policy fees decreased $11.9 million or 4.1% in the first nine
months of 1995 over the first nine months of 1994.  Premiums and policy fees
from the Financial Institutions Division decreased $54.6 million in the first
nine months of 1995 as compared to the first nine months of 1994.  This resulted
from a reinsurance arrangement begun in the first quarter of 1995 whereby a
significant portion of the Division's new sales are being ceded to a reinsurer.
Increases in premiums and policy fees from the Group and Individual Life
Divisions represent increases of $12.7 million and $10.2 million, respectively.
Policy fees related to the Company's variable annuity increased $2.1 million in
the first nine months of 1995 as compared to the same period in 1994.  The
assumption of a block of payroll deduction policies in the second quarter of
1994 resulted in a $1.8 million increase in premiums and policy fees in 1995.
The assumption of a block of policies in the fourth quarter of 1994 resulted in
a $17.0 million increase in premiums and policy fees in 1995.  The reinsurance
of a block of policies in the second quarter of 1995 resulted in a $4.7 million
increase in premiums and policy fees.  Decreases in older acquired blocks
resulted in a $5.8 million decrease in premiums and policy fees.

      Net investment income in the first nine months of 1995 increased by $46.0
million or 15.6% over the corresponding period of the preceding year, primarily
due to increases in the average amount of invested assets.  Invested assets have
increased primarily due to receiving annuity and guaranteed investment contract
("GIC") deposits and to acquisitions.  Annuity and GIC deposits are not
considered revenues in accordance with generally accepted accounting principles.
These deposits are included in the liability section of the balance sheet.  The
assumption of two blocks of policies in 1994 and one block of policies in the
second quarter of 1995 resulted in an increase in net investment income of $10.1
million in the first nine months of 1995.

     Protective Life generally purchases its investments with the intent to hold
to maturity by purchasing investments that match future cash-flow needs.
However, Protective Life may sell any of its investments to maintain proper
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 largely resulted from portfolio
management decisions to maintain proper matching of assets and liabilities.

     Realized investment gains for the first nine months of 1995 were $1.4
million lower than the corresponding period of 1994.

     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.

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                               1995             1994

     Acquisitions                                 $36,867          $28,605
     Financial Institutions                         5,938            6,055
     Group                                          8,004            7,103
     Guaranteed Investment Contracts               24,446           28,329
     Individual Life                               15,147           12,699
     Investment Products                            7,774            4,091
     Corporate and Other                          (10,402)         (12,477)
     Unallocated Realized Investment
       Gains (Losses)                                 609              474
                                                  -------         --------
                                                  $88,383          $74,879
                                                  =======         ========

     Pretax earnings from the Acquisitions Division increased $8.3 million in
the first nine months of 1995 as compared to the same period of 1994.  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.  As previously discussed, Protective

Life assumed two blocks of policies during 1994 and one block of policies during
the second quarter of 1995.  These acquisitions represent $6.8 million of the
increase.  Improved mortality experience in older acquired blocks of policies
resulted in a $1.5 million increase in pretax earnings in the first nine months
of 1995 as compared to the first nine months of 1994.

     Pretax earnings of the Financial Institutions Division were $0.1 million
lower in the first nine months of 1995 as compared to the same period in 1994.
The Division has entered into a reinsurance arrangement whereby a significant
portion of the Division's new sales are being ceded to a reinsurer.  In the 1995
second quarter the Division also reinsured a block of older policies.  Though
the Division's reported earnings were slightly reduced by approximately $0.8
million, these reinsurance transactions are expected to improve the Division's
return on investment.

     Group pretax earnings were $0.9 million higher in the first nine months of
1995 as compared to the first nine months of 1994 due to improved earnings from
accident and health products and dental products which were partially offset by
lower earnings from life and cancer products.

     The Guaranteed Investment Contract ("GIC") Division had pretax operating
earnings of $25.2 million in the first nine months of 1995 and $23.4 million in
the corresponding period of 1994.  At September 30, 1995, GIC deposits totaled
$2.5 billion compared to $2.3 billion one year earlier.  Increased earnings due
to higher deposits were offset by higher expenses.  Realized investment losses
associated with this Division in the first nine months of 1995 were $0.8
million, as compared to realized investment gains of $4.9 million in the same
period last year.  As a result, total pre-tax earnings were $24.4 million in the
first nine months of 1995 compared to $28.3 million for the same period in 1994.

     Individual Life pretax earnings were $2.4 million higher in the first nine
months of 1995 as compared to the first nine months of 1994.  At December 31,
1994 Protective Life reduced certain statutory policy liabilities for certain
term-like products to be more consistent with current regulation and industry
practice.  This reduced investment income allocated to the Division in the first
nine months of 1995 by approximately $2.3 million when compared to the same
period in 1994.  Additionally, expenses to develop new marketing ventures were
$1.5 million higher in the first nine months of 1995 as compared to the first
nine months of 1994.  These decreases were offset by earnings from a growing
amount of business in force.

     Investment Products Division pretax earnings were $3.7 million higher in
the first nine months of 1995 compared to the same period of 1994.  Realized
investment gains associated with the Division, net of related amortization of
deferred policy acquisition costs, were $2.5 million higher than the same period
last year. During 1994 the Division completed the amortization of the deferred
policy acquisition costs related to its book value annuities.  Accordingly, 1995
operating earnings were $5.2 million higher due to lower amortization.  This
increase was largely offset by higher expenses related to the Company's variable
annuity which was introduced in early 1994, and to increases in other expenses.


     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 $2.1 million lower in the first nine months of 1995 as
compared to the first nine months of 1994 primarily due to lower expenses,
including management fees to PLC.

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

            1995                       34%
            1994                       32

     The effective income tax rate for the first nine months of 1994 was 32%.
During the third quarter the estimated income tax rate for 1995 was increased
from 33% to 34%.

NET INCOME

     The following table sets forth net income for the periods shown:


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

          1995                   $58,331              14.6%
          1994                    50,919              34.3

     Compared to the same period in 1994, net income in the first nine months of
1995 increased $7.4 million, reflecting improved operating earnings in the
Acquisitions, Group, Individual Life and Investment Products Divisions and the
Corporate and Other segment, which were partially offset by lower earnings in
the Financial Institutions and Guaranteed Investment Contracts Divisions.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In January 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 120, "Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts."  In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of."  In May 1995, the FASB issued SFAS No. 122,
"Accounting for Mortgage Servicing Rights."  In October 1995, the FASB issued
SFAS No. 123, "Accounting for Stock Based Compensation."  Protective Life
anticipates that the impact of adopting these accounting standards will be
immaterial to its financial condition.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibit 27 - Financial data schedule



                                    SIGNATURE



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



                                        PROTECTIVE LIFE INSURANCE COMPANY




Date: November 13, 1995                 /S/ JERRY W. DEFOOR
                                        Jerry W. DeFoor
                                        Vice President and Controller,
                                        and Chief Accounting Officer
                                        (Duly authorized officer)