PROTECTIVE LIFE CORP
8-K, 1998-10-28
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)        OCTOBER  27, 1998



                           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.)


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Item 5.   OTHER EVENTS.

     On October 27, 1998,  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 exhibit is included herein.

                    Exhibit 99: Press Release dated October 27, 1998.





                                   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:   October 27, 1998


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                             Exhibit Index


EXHIBIT NUMBER                 DESCRIPTION                       PAGE NUMBER

      99.           Press Release Dated October 27, 1998           4-5





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                                   Exhibit 99


                    PROTECTIVE ANNOUNCES RECORD 3Q98 EARNINGS



BIRMINGHAM,  Alabama (October 27, 1998)  Protective Life  Corporation  (NYSE:PL)
announced  record third quarter  results today.  The Company's  basic  operating
income,  which  excludes  realized  investment  gains  and  losses  and  related
amortization,  was a record  $.53 per  share in the 1998  third  quarter,  a 15%
increase over the $.46 per share last year, excluding in the 1997 third quarter,
$.03 per share of unusual  investment  income.  Consolidated  net income for the
third  quarter of 1998 was a record  $33.5  million,  compared to $30.4  million
reported  for the 1997  third  quarter.  Basic net income per share was $.53 per
share in the 1998 third quarter  compared to $.49 per share last year. All prior
period results have been restated to reflect a two-for-one  stock split on April
1, 1998.

Diluted  operating  income was $.52 per share in the 1998 third quarter compared
to $.49 last year,  and  diluted  net income per share was $.52 per share in the
1998 third quarter compared to $.49 per share last year.

Drayton  Nabers,  Jr.,  Protective's  Chairman of the Board and Chief  Executive
Officer  commented:  "We are pleased with our earnings  growth both in the third
quarter and for the year.  We continue to enjoy  strong sales  momentum,  and we
closed two significant  acquisitions in the last two months which should enhance
our earnings in the future."

The  Company's  basic  operating  income  was $1.51 per share in the first  nine
months of 1998, a 14% increase  over the $1.33 per share  reported for the first
nine months of 1997.  Consolidated  net income for the first nine months of 1998
was $96.0 million,  compared to $82.7 million  reported for the same period last
year. Basic net income per share was $1.53 per share in the first nine months of
1998 compared to $1.33 per share last year.  Diluted  operating income was $1.49
per share in the first nine  months of 1998  compared  to $1.32  last year,  and
diluted  net income  per share was $1.51 per share in the first  nine  months of
1998 compared to $1.32 per share last year.

At September 30, 1998, the Company's  assets were $11.6  billion.  Stockholders'
equity per share was $13.37 (excluding $1.64 per share of unrealized  investment
gains resulting from marking the Company's securities to market values).

Operating  return on average  equity for the twelve months ending  September 30,
1998 was 16.7%.  (Average  equity  excludes the effect of  unrealized  gains and
losses on stockholders' equity.)


THIS RELEASE INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH EXPRESS EXPECTATIONS OF
FUTURE EVENTS AND/OR RESULTS. ALL STATEMENTS BASED ON FUTURE EXPECTATIONS RATHER
THAN ON HISTORICAL FACTS ARE

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FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, AND
THE COMPANY CANNOT GIVE ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE CORRECT.
PLEASE  REFER TO  EXHIBIT  99 OF THE  COMPANY'S  MOST  RECENT  FORM  10-Q OR THE
MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF THE COMPANY'S MOST RECENT ANNUAL
REPORT TO  STOCKHOLDERS  FOR MORE  INFORMATION  ABOUT FACTORS WHICH COULD AFFECT
FUTURE RESULTS.

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