PROTECTIVE LIFE CORP
8-K, 1996-07-26
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                  JULY 24, 1996



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


      Delaware                        1-12332                95-2492236
 (State or other jurisdiction     (Commission           (IRS Employer
     of incorporation)              File Number)         Identification No.)


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


        Registrant's telephone number, including area code (205) 879-9230


                                       N/A
         (Former name or former address, if changed since last report.)


                                        1

<PAGE>



Item 5.   Other Events.

     On July 24,  1996,  Registrant  issued a press  release with respect to its
earnings which is included as an Exhibit to this Current Report and incorporated
by reference herein:

Item 7.   Financial Statements and Exhibits

    (c)   Exhibits

     The following exhibits are included herein.  Exhibit 12 listed below is
     filed with reference to the Registration Statements on Form S-3
     (Registration Nos. 33-3435, 33-55063 and 33-528311) of Protective Life
     Corporation and PLC Capital L.L.C.

        Exhibit 12: Computation of Ratios of Consolidated Earnings to Fixed
                    Charges.

        Exhibit 99: Press Release Dated July 24, 1996.







                                   SIGNATURES


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


                    PROTECTIVE LIFE CORPORATION


                              BY/s/JERRY W. DEFOOR
                                   Jerry W. DeFoor
                                   Vice President and Controller

Dated:   July 26, 1996


                                        2


<PAGE>
                                 Exhibit Index

Exhibit Number                Description

     12.            Computation of Ratios of Consolidated
                    Earnings to Fixed Charges

     99.            Press Release Dated July 24, 1996.

                                       3


<PAGE>
<TABLE>
                                                                                                                        EXHIBIT 12
<CAPTION>
                                                    PROTECTIVE LIFE CORPORATION

                                                              Three Months
                                                                  Ended
                                                                March 31                            Year Ended December 31
                                                              ------------         ------------------------------------------------

                                                             1996       1995       1995       1994       1993       1992      1991
                                                             ----       ----       ----       ----       ----       ----      ----
<S>                                                         <C>        <C>       <C>        <C>         <C>        <C>       <C>  
COMPUTATION OF RATIO OF CONSOLIDATED
     EARNINGS TO FIXED CHARGES

     Income before income tax                              $33,140     $29,572   $121,034   $106,173    $85,044    $59,947   $51,703
     Less pretax minority interest                                                                           19         90     1,721
     Add interest expense                                    2,709       2,615      9,589      7,766      6,338      4,806     5,738
                                                           -------     -------   --------   --------    -------    -------   -------

     Earnings before interest and taxes                    $35,849     $32,187   $130,623   $113,939    $91,363    $64,663   $55,720
                                                           =======     =======   ========   ========    =======    =======   =======

     Earnings before interest and taxes
       divided by interest expense                            13.2       12.3       13.6        14.7       14.4       13.5       9.7
                                                              ====       ====       ====        ====       ====       ====       ===

COMPUTATION OF RATIO OF CONSOLIDATED
     EARNINGS TO COMBINED FIXED CHARGES
     AND DIVIDENDS ON PREFERRED SECURITIES

     Income before income tax                              $33,140    $29,572    $121,034   $106,173    $85,044    $59,947   $51,703
     Less pretax minority interest                                                                           19         90     1,721
     Add interest expense                                    2,709      2,615       9,589      7,766      6,338      4,806     5,738
                                                           -------    -------    --------   --------    -------    -------   -------

     Earnings before interest and taxes                    $35,849    $32,187    $130,623   $113,939    $91,363    $64,663   $55,720
                                                           =======    =======    ========   ========    =======    =======   =======

     Dividends on Preferred Securities                      $1,237     $1,237      $4,950     $2,763
                                                            ======     ======      ======     ======

     Earnings before interest and taxes
        divided by interest expense and
        dividends on preferred securities                      9.1        8.4         9.0       10.8       14.4       13.5       9.7
                                                               ===        ===         ===       ====       ====       ====       ===

COMPUTATION OF RATIO OF CONSOLIDATED
     EARNINGS TO INTEREST ON DEBT,
     DIVIDENDS ON PREFERRED SECURITIES
     AND INTEREST CREDITED ON INVESTMENT
     PRODUCTS

     Income before income tax                             $ 33,140    $29,572    $121,034   $106,173   $ 85,044   $ 59,947  $ 51,703
     Less pretax minority interest                                                                           19         90     1,721
     Add interest expense                                    2,709      2,615       9,589      7,766      6,338      4,806     5,738
     Add interest credited to investment
     products                                               69,895     67,685     286,710    260,081   $220,772    173,658   132,533
                                                          --------    -------    --------   --------   --------   --------  --------
     Earnings before interest, taxes and
        interest credited on investment
        products                                          $105,744    $99,872    $417,333   $374,020   $312,135   $238,321  $188,253
                                                          ========    =======    ========   ========   ========   ========  ========

     Dividends on Preferred Securities                      $1,237     $1,237      $4,950     $2,763
                                                            ======     ======      ======     ======

     Earnings  before  interest,  taxes  and
        interest  credited  to  investment
        products divided by interest expense,
        dividends on preferred securities,
        and interest credited on investment
        products                                               1.4        1.4         1.4        1.4       1.4        1.3        1.4
                                                               ===        ===         ===        ===       ===        ===        ===

</TABLE>



<PAGE>

                                                                     Exhibit 99


July 24, 1996


For Immediate Release


                    PROTECTIVE ANNOUNCES RECORD 2Q96 EARNINGS


Protective Life  Corporation  (NYSE:PL)  announced second quarter results today.
The Company's  operating income,  which excludes  realized  investment gains and
losses and related amortization,  was a record $.76 per share in the 1996 second
quarter,  a 13%  increase  over the $.67 per share last year.  Consolidated  net
income  for the  second  quarter  of 1996 was $23.3  million  or $.78 per share,
compared  to  $17.9  million  or $.62 per  share  reported  for the 1995  second
quarter.

The  Company's  operating  income was $1.49 per share in the first six months of
1996, a 15% increase over the $1.30 per share  reported for the first six months
of 1995.  Consolidated  net  income in the  first  six  months of 1996 was $44.4
million or $1.51 per share,  compared  to $36.9  million or $1.31 per share last
year.

At June 30, 1996, the Company's assets were $7.8 billion.  Stockholders'  equity
per share was $18.68  (excluding $.83 per share of unrealized  investment losses
resulting from marking the Company's securities to market values).

Operating  return on average  equity for the twelve  months ending June 30, 1996
was 17.7%. (Average equity excludes the effect of unrealized gains and losses on
stockholders' equity.)




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