PROTECTIVE INVESTMENT CO
497, 1998-09-02
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                          PROTECTIVE INVESTMENT COMPANY

               --------------------------------------------------
                      SUPPLEMENT DATED SEPTEMBER 1, 1998 TO
                          PROSPECTUS DATED MAY 1, 1998

Under  "INVESTMENT  OBJECTIVES AND POLICIES - Protective CORE U.S. Equity Fund,"
the fifth sentence of the third paragraph is deleted.

Under  "INVESTMENT  OBJECTIVES AND POLICIES - Protective Global Income Fund" the
second sentence of subsection "Currency and Interest Rate Techniques" is revised
to add  credit  swaps  as one of the  management  techniques  that  the Fund may
employ.

Under "SPECIAL INVESTMENT METHODS AND RISKS" subsection  "When-Issued Securities
and Forward Commitments," the following sentence is added:

         Each Fund may sell securities on a forward  commitment  basis; that is,
         make  contracts to sell  securities  for a fixed price at a future date
         beyond  the  customary,  three-day  settlement.  Securities  sold  on a
         forward  commitment  basis  involve  the  risk  that  the  value of the
         securities to be sold may increase prior to the settlement date.

Under "SPECIAL INVESTMENT METHODS AND RISKS" subsection "Foreign  Transactions -
Foreign  Investments"  the  following  language  has been  added  to the  fourth
paragraph after point (4):

              (5) the  fluctuation  of the euro relative to non-euro  currencies
              during the transition  period from January 1, 1999 to December 31,
              2000 and  beyond;  (6) whether the  interest  rate,  tax and labor
              regimes  of  European  countries  participating  in the euro  will
              converge  over  time;  (7)  and  whether  the  conversion  of  the
              currencies  of  other EU  countries  such as the  United  Kingdom,
              Denmark and Greece into the euro and the admission of other non-EU
              countries  such as Poland,  Latvia and Lithuania as members of the
              EU may have an impact on the euro.

Under  "SPECIAL  INVESTMENT  METHODS  AND RISKS"  subsection  "Other  Investment
Companies" the first sentence has been revised to read as follows:

         All of the Funds  reserve  the right to invest up to 10% of their total
         assets,  calculated at the time of purchase, in the securities of other
         investment  companies including business development  companies,  small
         business  investment  companies  and,  with the  exception of the Money
         Market and Global Income Funds, World Equity Benchmark Shares ("WEBS").

Under "MANAGEMENT"  subsection  "Investment Advisers," the following language is
added at the end of the first paragraph:

         The Goldman Sachs Group, L.P., which controls the Investment  Advisers,
         has announced that it will pursue an inital public offering of the firm
         during  the  fourth  quarter  of  1998;  if  the  public   offering  is
         consummated,  The Goldman  Sachs  Group,  L.P.  will merge into the new
         public company, which will be called The Goldman Sachs Group, Inc.

Under "MANAGEMENT"  subsection  "Investment  Advisers - Portfolio Managers," the
following portfolio managers have been added:





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FUND MANAGERS

                                                    FIVE YEAR
NAME AND TITLE       FUND RESPONSIBILITY          EMPLOYMENT HISTORY
MELISSA BROWN       SENIOR PORTFOLIO MANAGER-    MS. BROWN JOINED THE INVESTMENT
VICE PRESIDENT      CORE U.S. EQUITY             ADVISER IN 1998. FROM 1984 TO 
                                                 1998, SHE WAS THE DIRECTOR OF 
                                                 QUANTITATIVE EQUITY RESEARCH 
                                                 AND SERVED ON THE INVESTMENT 
                                                 POLICY COMMITTEE AT PRUDENTIAL 
                                                 SECURITIES.
GREG GIGLIOTTI      SENIOR PORTFOLIO MANAGER-    MR. GIGLIOTTI JOINED THE 
VICE PRESIDENT      GROWTH AND INCOME            INVESTMENT ADVISER IN 1997. 
                                                 FROM 1996 TO 1997 HE WAS A 
                                                 VICE PRESIDENT AND SENIOR 
                                                 ANALYST
                                                 AT FRANKLIN MUTUAL ADVISORS, 
                                                 INC. , THE ASSET MANAGEMENT
                                                 DIVISION OF FRANKLIN 
                                                 RESOURCES, 
                                                 INC. FROM 1989 TO 1996 HE
                                                 WAS A VICE PRESIDENT AND 
                                                 SENIOR 
                                                 ANALYST AT HEINE SECURITIES 
                                                 CORPORATION WHICH WAS
                                                 PURCHASED BY FRANKLIN 
                                                 RESOURCES, INC.
SUSAN NOBLE         SENIOR PORTFOLIO MANAGER-    MS. NOBLE JOINED THE  
EXECUTIVE DIRECTOR  INTERNATIONAL EQUITY        INVESTMENT ADVISER IN OCTOBER 
                                                1997 AS SENIOR PORTFOLIO 
                                                 MANAGER AND 
                                                 HEAD OF THE EUROPEAN EQUITY  
                                                 TEAM. FROM 1986  TO  1997,  SHE
                                                 WORKED  AT   FLEMING INVESTMENT
                                                 MANAGEMENT IN LONDON, WHERE SHE
                                                 MOST   RECENTLY  WAS PORTFOLIO 
                                                 MANAGEMENT DIRECTOR   FOR   THE
                                                 EUROPEAN EQUITY INVESTMENT  
                                                 STRATEGY AND PROCESS.
THOMAS S. PRICE     SENIOR PORTFOLIO MANAGER-    MR. PRICE JOINED THE  
VICE PRESIDENT      GROWTH AND INCOME            INVESTMENT ADVISER IN 1997. 
                                                 FROM 1996 TO 
                                                 1997 HE WAS A VICE PRESIDENT 
                                                 AND SENIOR ANALYST AT FRANKLIN 
                                                 MUTUAL ADVISORS, INC., THE 
                                                 ASSET MANAGEMENT DIVISION OF 
                                                 FRANKLIN RESOURCES, INC. FROM 
                                                 1993 TO 1996 HE WAS A VICE 
                                                 PRESIDENT AND SENIOR ANALYST 
                                                 AT HEINE SECURITIES
                                                 CORPORATION WHICH WAS 
                                                 PURCHASED BY FRANKLIN
                                                 RESOURCES, INC.
- ------------------------ ---------------------------------- ------------------
IN ADDITION, ALLESSANDRO P.G. LUNGHI AND KARMA WILSON ARE NO LONGER SERVING AS A
PORTFOLIO  MANAGERS OF THE INTERNATIONAL  EQUITY FUND; MS. WILSON IS NOW SERVING
AS A PORTFOLIO  MANAGER OF THE GROWTH AND INCOME FUND;  EILEEN A. APTMAN, G. LEE
ANDERSON AND RONALD E. GUTFLEISH ARE NO LONGER  SERVING AS A PORTFOLIO  MANAGERS
OF THE GROWTH  AND INCOME  FUND;  AND  TAKEYA  SUZUKI IS NO LONGER  SERVING AS A
PORTFOLIO MANAGER FOR ANY OF THE FUNDS.





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