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

                                    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, 1994

                                       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

                        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 4,
1994: 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 ......................................        2
    Consolidated Condensed Statements of Income for the Three and
      Nine Months ended September 30, 1994 and 1993 (unaudited) ............        3
    Consolidated Condensed Balance Sheets as of September 30, 1994
      (unaudited) and  December 31, 1993 ...................................        4
    Consolidated Condensed Statements of Cash Flows
      for the Nine Months  ended September 30, 1994 and 1993 (unaudited) ...        5
    Notes to Consolidated Condensed Financial Statements (unaudited) .......        6

    Item 2. Management's Narrative Analysis of the Results of Operations ...        9

PART II.   OTHER INFORMATION:
    Item 6. Exhibits and Reports on Form 8-K ...............................       14

Signature ..................................................................       14




                         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, 1994,
and the related consolidated condensed statements of income and cash flows
for the three-month and nine-month periods ended September 30, 1994 and 1993.
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, 1993, 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
14, 1994, 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
information set forth in the accompanying consolidated condensed balance sheet
as of December 31, 1993, 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, 1994

                                      2



                     PROTECTIVE LIFE INSURANCE COMPANY
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                          (DOLLARS IN THOUSANDS)
                                (UNAUDITED)



                                                                  THREE MONTHS ENDED    NINE MONTHS ENDED
                                                                      SEPTEMBER 30         SEPTEMBER 30
                                                                  ------------------    ------------------
                                                                    1994       1993       1994      1993
                                                                    ----       ----       ----      ----
                                                                                      
REVENUES
 Premiums and policy fees (net of reinsurance ceded:
   three months:  1994 - $50,714; 1993 - $33,045                  $101,876   $ 94,421   $289,362  $254,273
   nine months:  1994 - $121,462; 1993 - $93,927)
 Net investment income                                             101,283     93,453    295,978   255,543
 Realized investment gains                                           3,122        (39)     4,855       763
 Other income                                                          643      1,113      2,871     3,101
                                                                   -------    ------     -------   -------
                                                                   206,924    188,948    593,066   513,680
                                                                   -------    -------    -------   -------

BENEFITS AND EXPENSES
 Benefits and settlement expenses (net of reinsurance ceded:
   three months:  1994 - $31,118; 1993 - $18,321                   134,208    126,680    376,536   339,058
   nine months:  1994 - $80,541; 1993 - $57,558)
 Amortization of deferred policy acquisition costs                  20,485     19,021     60,194    52,057
 Other operating expenses (net of reinsurance ceded:
   three months:  1994 - $3,793; 1993 - $3,368                      24,859     23,596     81,457    63,723
   nine months:  1994 - $9,842; 1993 - $8,900)                     -------    -------    -------   -------
                                                                   179,552    169,297    518,187   454,838
                                                                   -------    -------    -------   -------

INCOME BEFORE INCOME TAX                                            27,372     19,651     74,879    58,842

Income tax expense                                                   8,728      8,122     23,960    20,919
                                                                   -------    -------   --------  --------

NET INCOME                                                         $18,644   $ 11,529   $ 50,919  $ 37,923
                                                                   -------    -------   --------  --------
                                                                   -------    -------   --------  --------




SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                      3



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



                                                       SEPTEMBER 30  DECEMBER 31
                                                          1994         1993
                                                       -----------   -----------
                                                       (UNAUDITED)
                                                               
ASSETS
Investments:
 Fixed maturities                                        $3,388,320  $3,051,292
 Equity securities                                           45,197      40,596
 Mortgage loans on real estate                            1,394,367   1,408,444
 Investment in real estate, net                              29,407      21,928
 Policy loans                                               139,462     141,136
 Other long-term investments                                 28,404      22,760
 Short-term investments                                     131,061      79,772
                                                         ----------  ----------
  Total investments                                       5,156,218   4,765,928
Cash                                                              0      23,951
 Accrued investment income                                   53,930      51,330
 Accounts and premiums receivable, net                       19,785      20,473
 Reinsurance receivables                                     91,273     102,559
 Deferred policy acquisition costs                          374,359     299,307
 Property and equipment, net                                 32,154      33,046
 Receivables from related parties                               120         382
 Other assets                                                10,757       7,473
 Assets held in separate accounts                            88,533       3,400
                                                         ----------  ----------
  TOTAL ASSETS                                           $5,827,129  $5,307,849
                                                         ----------  ----------
                                                         ----------  ----------


LIABILITIES
 Policy liabilities and accruals                         $1,620,586  $1,469,630
 Guaranteed investment contract deposits                  2,251,587   2,015,075
 Annuity deposits                                         1,175,551   1,005,742
 Other policyholders' funds                                 179,107     141,975
 Other liabilities                                           79,469      74,375
 Accrued income taxes                                         4,841       7,483
 Deferred income taxes                                      (11,813)     69,118
 Debt                                                            46         118
 Indebtedness to related parties                             46,051      48,943
 Liabilities related to separate accounts                    88,533       3,400
                                                         ----------  ----------
  TOTAL LIABILITIES                                       5,433,958   4,835,859
                                                         ----------  ----------

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                                  126,494     126,494
Net unrealized gains (losses) on investments
  (Net of income tax: 1994 - $(48,694);
  1993 - $19,774)                                           (90,431)     39,284
Retained earnings                                           356,044     305,176
Note receivable from PLC
  Employee Stock Ownership Plan                              (5,936)     (5,964)
                                                         ----------  ----------
  TOTAL STOCKHOLDER'S EQUITY                                391,171     469,990
                                                         ----------  ----------
                                                         $5,827,129  $5,307,849
                                                         ----------  ----------
                                                         ----------  ----------



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
                                                                      -----------------
                                                                      1994         1993
                                                                      ----         ----
                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                     $    50,919  $    37,923
Adjustments to reconcile net income to net cash
 provided by operating activities:
 Net change in deferred policy acquisition costs                    (67,821)     (21,137)
 Depreciation expense                                                 3,409        2,287
 Deferred income taxes                                              (80,931)      (2,919)
 Accrued income taxes                                                (2,642)       5,195
 Interest credited to universal life and
  investment products                                               183,642      164,095
 Policy fees assessed on universal life and
  investment products                                               (58,887)     (44,328)
 Change in accrued investment income and
  other receivables                                                   9,636      (97,972)
 Change in policy liabilities and other policyholders'
  funds of traditional life and health products                      84,215      139,062
 Change in other liabilities                                          6,502       28,232
 Other (net)                                                         (2,168)       3,551
                                                               ------------   -----------
Net cash provided by operating activities                           125,874      213,989
                                                               ------------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Cost of investments acquired
 Investments available for sale                                  (1,227,707)
 Other                                                             (112,964)  (1,569,345)
Maturities and principal reductions of investments
 Investments available for sale                                     325,243
 Other                                                              129,296      826,776
Sale of investments
 Investments available for sale                                     349,944
 Other                                                               16,183      167,583
Acquisitions and bulk reinsurance assumptions                        39,328       17,995
Purchase of property and equipment                                   (2,933)      (2,479)
Sale of property and equipment                                        1,817          236
                                                                -----------  -----------
Net cash used in investing activities                              (481,793)    (559,234)
                                                                -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from borrowings under line of credit
  arrangements and long-term debt                                   373,186      417,601
 Capital Contribution from PLC                                                    35,000
 Principal payments on line of credit arrangements
  and long-term debt                                               (373,258)    (401,923)
 Principal payment on surplus note to PLC                            (4,750)
 Dividends to PLC                                                       (50)         (50)
 Change in universal life and investment product deposits           336,840      326,021
                                                                -----------  -----------
 Net cash provided by financing activities                          331,968      376,649
                                                                -----------  -----------

INCREASE (DECREASE) IN CASH                                         (23,951)      31,404
CASH AT BEGINNING OF PERIOD                                          23,951       11,567
                                                                -----------  ------------
CASH AT END OF PERIOD                                           $         0  $    42,971
                                                                -----------  ------------
                                                                -----------  ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the period:
  Interest on notes and mortgages payable                           $(3,713) $      (773)
  Income taxes                                                     $(37,687) $   (19,296)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES
 Change in minority interest in consolidated subsidiary                       $   (1,311)
 Reduction of principal on note from ESOP                         $      28   $      156
 Transfer of SEHP to PLC                                                      $    2,535
 Acquisitions and bulk reinsurance assumptions
  Assets acquired                                                 $  41,818   $  426,965
  Liabilities assumed                                               (49,049)    (429,580)
                                                                 -----------   ----------
   Net                                                            $  (7,231)  $   (2,615)
                                                                 -----------   ----------
                                                                 -----------   ----------



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, 1994 are not necessarily indicative
of the results that may be expected for the year ending
December 31, 1994.  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, 1993.

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


NOTE B - COMMITMENTS AND CONTINGENT LIABILITIES

   At September 30, 1994, Protective Life was committed to fund
approximately $333.7 million of long-term investments.  Also, PLC
has issued a guarantee in connection with the sale of certain tax
exempt mortgage loans which may be put to Protective Life in the
event of default.  At September 30, 1994, the loans totaled $17.1
million.

   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 litigation.
To date, no such lawsuit has resulted in the award of any
significant amount of damages against Protective Life.  There
are currently several lawsuits pending against Protective Life in
Alabama, one of which is a class action concerning the sale of
credit insurance.  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 its
financial position.

                                      6



NOTE C - STATUTORY REPORTING PRACTICES

   Financial statements prepared in conformity with generally
accepted accounting principles (i.e., GAAP) differ in some
respects from the statutory accounting practices prescribed or
permitted by insurance regulatory authorities.  At September 30,
1994, Protective Life and its life insurance subsidiaries had
consolidated stockholder's equity and net income prepared in
conformity with statutory reporting practices of $311.3 million
and $32.6 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, recorded as a component of stockholder's equity.  The
effect of adopting SFAS No. 115 at December 31, 1993 was to
increase fixed maturities by $65.6 million, decrease deferred
policy acquisition costs by $12.4 million, increase the liability
for deferred income taxes by $18.6 million, and increase stockholder's
equity by $34.6 million.  The effect of having adopted
SFAS No. 115 at September 30, 1994 (compared to financial statements
prepared under previous accounting standards) was to
decrease fixed maturities by $165.8 million, increase deferred
policy acquisition costs by $26.3 million, decrease the liability
for deferred income taxes by $48.8 million, and decrease stockholder's
equity by $90.7 million.

NOTE E - CONSOLIDATED PRO FORMA RESULTS

   On July 30, 1993, Protective Life acquired  Wisconsin National
Life Insurance Company ("Wisconsin National").  Summarized
below are the consolidated results of operations for the nine
months ended September 30, 1993, on an unaudited pro forma basis,
as if the Wisconsin National acquisition had occurred as of
January 1, 1993.  The pro forma information is based on Protective
Life's historical consolidated results of operations for the
nine months ended September 30, 1993 and on data provided by
Wisconsin National, using financial statement classifications
consistent with those used by Protective Life after giving effect
to certain pro forma adjustments.  The pro forma financial
information does not purport to be indicative of results of
operations that would have occurred had the transactions occurred
on the basis assumed above nor are they indicative of the future
operations of the combined enterprises.




                                         NINE MONTHS ENDED
                                        SEPTEMBER 30, 1993
                                        ------------------
                                          (IN THOUSANDS)
                                            (UNAUDITED)
                                    

Total revenues                                $545,439
Net income                                    $ 39,801



                                      7



NOTE F - SUBSEQUENT EVENT

    On October 3, 1994 Protective Life acquired, via a 100%
coinsurance transaction, a block of individual life insurance
policies.  The statutory purchase price was approximately $41.5
million.

                                      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.

   Over the last twenty-five years PLC has made over thirty
acquisitions of smaller insurance companies or blocks of policies.
Many of these transactions included Protective Life.
Additionally, PLC has from time to time merged other life insurance
companies it has acquired into Protective Life.  In July
1993, Protective Life acquired Wisconsin National Life Insurance
Company ("Wisconsin National") and acquired by reinsurance a
block of universal life policies.  In April 1994, Protective Life
acquired by reinsurance a block of payroll deduction policies.

   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)

                                      1994     1993
                                      ----     ----
                                                 
Premiums and policy fees            $289,362  $254,273         13.8%
Net investment income                295,978   255,543         15.8
Realized investment gains              4,855       763        536.3
Other income                           2,871     3,101         (7.4)
                                    --------  --------
                                    $593,066  $513,680
                                    --------  --------
                                    --------  --------



   Premiums and policy fees increased $35.1 million or 13.8% in
the first nine months of 1994 over the first nine months of 1993.
Increases in premiums and policy fees from the Agency and Financial
Institutions Divisions represent increases of $7.2 million
and $12.4 million, respectively.  The Wisconsin National acquisition
resulted in an $8.6 million increase in premiums and policy
fees and the reinsurance in 1993 of a block of universal life
policies resulted in a $3.4 million increase.  The reinsurance of
a block of payroll deduction policies effective April 2, 1994
resulted in a $6.0 million increase.  Decreases in older acquired
blocks of policies represent a $2.8 million decrease in premiums
and policy fees.

                                      9



   Net investment income in the first nine months of 1994 increased
by $40.4 million or 15.8% 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 Wisconsin
National acquisition and the reinsurance of a block of universal
life policies and a block of payroll deduction policies resulted
in an increase in net investment income of $16.0 million in the
first nine months of 1994.

   Protective Life generally purchases its investments with the
intent to hold to maturity by purchasing investments that match
future cash-flow needs.  However, the Company may sell any of its
investments to maintain proper matching of assets and liabilities.
Accordingly, Protective Life has classified its fixed
maturities 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 1994
were $4.1 million higher than the corresponding period of 1993.
Realized investment gains in the first nine months of 1993 were
reduced by an $8.7 million increase in Protective Life's allowance
for uncollectible amounts on investments (primarily relating
to mortgage loans) which were recorded as a realized investment
loss.  In 1994, realized investment gains on the sale of equity
securities were partially offset by realized investment losses
incurred from sales of fixed maturity investments that occurred
to maintain proper matching of assets and liabilities.

   Recently, rising interest rates have caused market values to
fall below amortized cost for many of Protective Life's fixed
maturity investments.  Therefore, some realized investment losses
may be incurred upon future sales of investments to maintain
proper matching of assets and liabilities.  Protective Life does
not anticipate such realized investment losses will be material.

   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.

                                      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                              1994               1993
- - - ----------------                              ----               ----
                                                         
Agency                                     $ 12,699              $14,021
Group                                         7,103                8,649
Financial Institutions                        6,055                5,126
Investment Products                           4,091                2,344
Guaranteed Investment Contracts              28,329               15,423
Acquisitions                                 28,605               19,013
Corporate and Other                         (12,477)              (8,536)
Unallocated Realized Investment
 Gains (Losses)                                 474                2,802
                                         ----------            ---------
                                           $ 74,879              $58,842
                                         ----------            ---------
                                         ----------            ---------



   Agency pretax earnings were $1.3 million lower in the first
nine months of 1994 as compared to the first nine months of 1993
primarily due to $1.8 million of expenses to develop new marketing
ventures.

   Group pretax earnings were $1.5 million lower in the first
nine months of 1994 as compared to the first nine months of 1993
due to start up expenses of approximately $2.1 million related to
the establishment of a special marketing unit to sell dental
plans through mail and telephone solicitations.  Lower traditional
group life and health earnings were offset by improved earnings
from dental products.

   Pretax earnings of the Financial Institutions Division were
$0.9 million higher in the first nine months of 1994 as compared
to the same period in 1993 due to the growth in premiums and
policy fees.

   Investment Products Division pretax earnings were $1.7 million
higher in the first nine months of 1994 compared to the same
period of 1993.  The Division's earnings have increased due to
the growth in annuity deposits, though the increase was largely
offset by realized investment losses from the sale of investments
to maintain proper matching of assets and liabilities, and
increased expenses of approximately $1.7 million related to the
development and introduction of a variable annuity.  Variable
annuity deposits are reported in the accompanying financial
statements as "liabilities related to separate accounts."

   The Guaranteed Investment Contract ("GIC") Division had
pretax earnings of $28.3 million in the first nine months of 1994
and $15.4 million in the corresponding period of 1993.  Realized
investment gains associated with this Division were $7.6 million
higher in the first nine months of 1994 as compared to the same
period last year.  GIC earnings have also increased due to
improved investment results and to the growth in deposits placed
with Protective Life.  At September 30, 1994, GIC deposits
totaled $2.3 billion compared to $2.0 billion one year earlier.

                                      11



   Pretax earnings from the Acquisitions Division increased
$9.6 million in the first nine months of 1994 as compared to the
same period of 1993.  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 completed its acquisition of Wisconsin National
and acquired by reinsurance a block of universal life policies
during the 1993 third quarter.  These two acquisitions represent
all of the increase.

   In the ordinary course of business, the Acquisitions Division
regularly considers acquisitions of smaller insurance companies
or blocks of policies.  On April 2, 1994 the Division acquired by
reinsurance a small block of payroll deduction policies.  On
October 3, 1994 the Division announced it had acquired, through a
coinsurance transaction, a block of 130,000 individual life
insurance policies from Reliance Standard Life Insurance Company.
The statutory purchase price paid was approximately $41.5 million.
The block of policies currently generates approximately
$25 million in annual premiums and involves $110 million in
reserves.

   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 earnings
for this segment were $3.9 million lower in the first nine months
of 1994 as compared to the first nine months of 1993 primarily
due to higher expenses.

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
           ------------                 -------------------
                                     
              1994                              32.0%
              1993                              33.5



   In August, 1993, the corporate income tax rate was increased
from 34% to 35%, which resulted in an increase to income tax
expense of $1.2 million due to a recalculation of Protective
Life's deferred income tax liability.  The effective income tax
rate for the first nine months of 1993 was 33.5%.  Management's
estimate of the effective income tax rate for 1994 is 32.0%.

                                      12



NET INCOME

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




                                     NET INCOME
    NINE MONTHS              ------------------------------
       ENDED                       TOTAL         PERCENTAGE
    SEPTEMBER 30              (IN THOUSANDS)      INCREASE
   -------------              --------------     ----------
                                           
        1994                     $50,919            34.3%
        1993                      37,923            28.7



   Compared to the same period in 1993, net income in the first
nine months of 1994 increased $13.0 million, reflecting improved
earnings in the Financial Institutions, Investment Products, GIC,
and Acquisitions Divisions, which were partially offset by lower
earnings in the Agency and Group Divisions and the Corporate and
Other segment.

RECENTLY ISSUED ACCOUNTING STANDARDS

   Protective Life recently adopted Statement of Financial
Accounting Standards ("SFAS") No. 115 which requires Protective
Life to carry its investment in fixed maturities and certain
other securities at market value instead of amortized cost.
Under SFAS No. 115, unrealized gains and losses, net of income
tax, on such investments are reported as a component of stockholder's
equity.  The market values of fixed maturities increase or
decrease as interest rates fall or rise.  Therefore, although the
adoption of SFAS No. 115 will not affect Protective Life's
operations, its reported stockholder's equity may fluctuate
significantly as interest rates change.

   During the first nine months of 1994, interest rates rose
over two percentage points.  Even though Protective Life believes
its asset/liability matching practices and certain product
features provide significant protection for Protective Life
against the effects of changes in interest rates, the new accounting
rule required reporting a $125.3 million decrease in
stockholder's equity.

   In May 1993, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 114, "Accounting by Creditors for Impairment
of a Loan."  In October 1994, the FASB amended SFAS No. 114 with
the issuance of SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures."
Protective Life anticipates that the impact of adopting SFAS Nos.
114 and 118 on its financial condition will be immaterial.

   In October 1994, the FASB issued SFAS No. 119, "Disclosure
About Derivative Financial Instruments and Fair Value of Financial
Instruments."  The Company anticipates that the impact of
adopting SFAS No. 119 on its financial condition and presentation
will be immaterial.

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Item 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibit 27 - Financial data schedule



                            SIGNATURE



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



                                PROTECTIVE LIFE INSURANCE COMPANY




Date:  November 11, 1994        /s/ Jerry W. DeFoor
Jerry W. DeFoor                 ----------------------------
                                Vice President and Controller,
                                and Chief Accounting Officer
                                (Duly authorized officer)

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