EXHIBIT 24(B)
 
   
                CONSENT OF SUTHERLAND, ASBILL & BRENNAN, L.L.P.
    
 
   
    We consent to the reference to our firm under the heading "Legal Matters" in
the  prospectus included in  Post-Effective Amendment No.  1 to the Registration
Statement on Form S-1 for  certain modified guaranteed annuity contracts  issued
by  Protective Life Insurance Company.  In giving this consent,  we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.
    
 
   
                                    /s/ SUTHERLAND, ASBILL & BRENNAN, L.L.P.
                                    --------------------------------------------
    
 
   
                                    SUTHERLAND, ASBILL & BRENNAN, L.L.P.
    
 
   
WASHINGTON, D.C.
APRIL 23, 1997