PROTECTIVE INVESTMENT CO
497, 2000-10-02
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                         Protective Investment Company
                      Supplement dated September 29, 2000
                        to Prospectus dated May 1, 2000

                        Protective Small Cap Value Fund

The first and third  paragraphs  about the Protective Small Cap Value Fund under
the caption  "Principal  Investment  Strategies"  section of the  Prospectus are
revised as follows:

"The Fund invests, under normal circumstances,  at least 65% of its total assets
in equity  securities  of companies  with public  stock  market  capitalizations
(based upon shares  available for trading on an  unrestricted  basis) within the
range of the market  capitalization  of companies  constituting the Russell 2000
Value  Index at the time of  investment  (currently  between  $20 million and $3
billion).  Under  normal  circumstances,   the  Fund's  investment  horizon  for
ownership of stocks will be two to three years.  Dividend income,  if any, is an
incidental consideration.  If the market capitalization of a company held by the
Fund moves  outside this range,  the Fund may,  consistent  with its  investment
objective, continue to hold the security."

"Other.  The Fund may invest in the  aggregate  up to 35% of its total assets in
companies  with public  stock  market  capitalizations  outside the range of the
market capitalization of companies  constituting the Russell 2000 Value Index at
the time of  investment  and in  fixed-income  securities,  such as  government,
corporate and bank debt obligations."

Management of the Funds

The information with respect to the Quantitative Equity Team (CORE U.S. Equity
Fund) under the caption "Management of the Funds" is amended to delete
Kent A. Clark.





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