PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT, N-8B-2, 1995-08-04

PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
N-8B-2, 1995-08-04

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1995.

REGISTRATION NO. 811-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-8B-2

REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES

PURSUANT TO SECTION 8(B) OF THE INVESTMENT COMPANY ACT OF 1940

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PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
(Name of Unit Investment Trust)

PROTECTIVE LIFE INSURANCE COMPANY
(Name of Depositor)

2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Principal Office of Registrant)

Issuer of periodic payment plan certificates
only for purposes of information provided herein

Page 1 of 38 Pages

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I.
ORGANIZATIONAL AND GENERAL INFORMATION

1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.

Protective Variable Life Separate Account (the "Account")

The Separate Account has no Internal Revenue Service employer
identification number.

(b) Furnish title of each class or series of securities issued by the trust.

Individual Flexible Premium Variable and Fixed Life Insurance Policy
(the "Policy").

2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification number of each depositor of the
trust.

Protective Life Insurance Company ("Protective Life" or "the
Company")
2801 Highway 280 South
Birmingham, Alabama 35223

Internal Revenue Service Employer
Identification Number: 63-01696720

3. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.

The Company will hold in its own custody all of the securities of
the Account.

4. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each principal underwriter
currently distributing securities of the trust.

Distribution of the Policy has not commenced. When distribution
commences, the principal underwriter will be Investment
Distributors, Inc. ("IDI"), a wholly-owned subsidiary of Protective
Life Corporation.

Internal Revenue Service Employer
Identification Number: 63-1100710

5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.

Tennessee.

6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.

Protective Variable Life Separate Account (the "Separate Account"),
was established by Protective Life Insurance Company as a Separate
Account on February 22, 1995 under the laws of Tennessee and is
subject to regulation by the Department of Insurance of the State of
Tennessee.

(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of payments
on securities issued or to be issued by the trust are held by the
custodian or trustee.

Protective Life intends to act as its own custodian for the
safekeeping of the Trust's assets.

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7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.

The Separate Account name has never been changed.

8. State the date on which the fiscal year of the trust ends.

The fiscal year of the Separate Account ends on December 31.

MATERIAL LITIGATION

9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are the
subject, including the substance of the claims involved in such proceeding
and the title of the proceeding. Furnish a similar statement with respect to
any pending administrative proceeding commenced by a governmental authority
or any such proceeding or legal proceeding known to be contemplated by a
governmental authority. Include any proceeding which, although immaterial
itself, is representative of, or one of, a group which in the aggregate is
material.

There are no pending legal proceedings commenced by, or known to be
contemplated by, a governmental authority and no pending legal
proceedings, material with respect to prospective purchasers of the
Policies, to which the Separate Account, the depositor or the
principal underwriter is a party to or to which the assets of the
Separate Account is subject.

II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST

GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS

10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:

(a) Whether the securities are of the registered or bearer type.

The Policy which is to be issued is of the registered type insofar
as the Policy is personal to the owner of the Policy ("Policy
Owner"), and the records concerning the Policy Owner are maintained
by or on behalf of the Company.

(b) Whether the securities are of the cumulative or distributive type.

The Policy is of the cumulative type, providing for no distribution
of income, dividends, or capital gains. Such amounts are not
separately identifiable but are reflected in the Policy Value and
death benefits under a Policy at any time.

The Policy Owner may cancel the Policy for a refund during the
"free-look" period. This period expires 10 days after receipt of the
Policy, 45 days after the application is signed, or 10 days after
the Company mails or delivers a Notice of Right of Withdrawal,
whichever is latest. (The "free look" period may be longer in
certain states. A Policy Owner should consult the Policy to
determine whether a different period applies in the state in which
the Policy was issued.) If the decision to cancel the Policy is
made, it must be returned by mail or delivered to the Home Office or
to the authorized Protective Life agent who sold it. Immediately
after mailing or delivery, the Policy will be deemed void from the
beginning. Within seven calendar days after Protective Life receives
the returned Policy a refund of the difference between premiums paid
and amounts allocated

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to the Fixed Account or the Variable Account, plus Fixed Account
Value determined as of the date the returned Policy is received,
plus Variable Account Value determined as of the date the returned
Policy is received. This amount may be more or less than aggregate
premiums paid. In states where required, Protective Life will refund
premiums paid.

WITHDRAWALS. At any time after the first Policy Anniversary, the
Owner by written notice may make withdrawals under the Policy at any
time. Each withdrawal must be at least $500. A withdrawal charge will
be assessed on a withdrawal. This charge will be deducted from the
Policy Value along with the amount requested to be withdrawn.

Withdrawals generally can be made provided there is sufficient
remaining Surrender Value. A withdrawal charge of the lesser of $25
or 2% of the withdrawal amount requested will apply. This charge
will be deducted from the Policy Value in addition to the amount
requested to be withdrawn and will be considered to be part of the
withdrawal amount.

SURRENDER. The Policy may be surrendered in full at any time prior
to the Maturity Date and while the Insured is living for its
Surrender Value.

The Policy provides for a Surrender Value that can be obtained by
surrendering the Policy. Because this value is based on the
performance of the Protective Money Market Fund, the Protective
International Equity Fund, the Protective Select Equity Fund, the
Protective Growth and Income Fund, the Protective Small Cap Equity
Fund, the Protective Global Income Fund, and the Protective Capital
Growth Fund (the "Funds"), to the extent of allocations to the
Variable Account, there is no guaranteed Surrender Value. Except
when the no lapse guarantee is in effect, if the Policy Value is
insufficient to cover the monthly deductions due under the Policy,
the Policy will lapse without value. Protective Life guarantees to
keep the Policy in force during the first ten policy years (if the
Insured's Issue Age is 0 through 64) or during the first five policy
years (if the Insured's Issue Age is 65 through 69) while the No
Lapse Guarantee is in effect (if applicable), so long as the Minimum
Monthly Premium requirement and other conditions have been met. The
Policy also permits loans and withdrawals, within limits.

(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.

TRANSFERS. An Owner may transfer Policy Value on or after the later
of thirty days after the Policy Effective Date or six days after the
"free look" period (or longer if the Policy is subject to an extended
"free look" period), depending upon whether Policy Value is to be
transferred from a Sub-Account or the Fixed Account. A request for
transfers may be made by calling the Home Office if the Policy Owner
has applied for telephone transfer authorization. Otherwise, transfer
requests must be in writing. A transfer will take effect on the date
the request is received at the Home Office. Protective Life may,
however defer transfers under the same conditions that payment of
proceeds may be delayed. Protective Life reserves the right to limit
the number of transfers to twelve per year. In addition, after twelve
transfers have been made during a Policy Year, Protective Life
reserves the right to impose a $25 transfer fee on subsequent
transfers. The transfer fee, if any, will be deducted from the amount
being transferred.

Net Premiums allocated to the Fixed Account and Policy Value, except
any loan amount, transferred from the Sub-Accounts to the Fixed
Account (except amounts transferred in connection with Policy loans)
are credited to the Fixed Account Value. Protective Life will credit
interest on these amounts at rates determined in its sole
discretion, but in no event will interest credited on these amounts
be less than an annual effective interest rate of at least 4%.
However, if at the time of an allocation or transfer to the Fixed
Account, Protective Life is crediting a rate of interest higher than
4%, the higher rate

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will apply to the amount from the date of its allocation or transfer
to the Fixed Account through to the end of the twelve-month period
beginning on the day the allocation or transfer was made.

Amounts allocated to the Fixed Account at different times, whether
from Net Premium payments or transfers, may be credited with
different rates of interest. Whenever a charge is deducted from
Policy Value in the Fixed Account, or an amount is withdrawn from
the Policy Value in the Fixed Account to satisfy a withdrawal,
transfer or loan request, the charge or withdrawal will be accounted
for on a "first in, first out" (FIFO) basis.

Payment of proceeds from the Fixed Account for a withdrawal,
surrender or loan request may be deferred for up to six months from
the date Protective Life receives the written request. If a payment
from the Fixed Account is deferred for 30 days or more, it will bear
interest at a rate of 4% per year (or an alternative rate if
required by applicable state insurance law), compounded annually
while payment is deferred.

Transfers from Sub-Accounts and from the Fixed Account may be made
at any time on or after the later of thirty days after the Policy
Effective Date of six days after the "free look" period (or longer
if the Policy is subject to an extended "free look" period). The
minimum amount of Policy Value that may be transferred is the lesser
of $100 or the full amount held in the Sub-Account or Fixed Account.
If after a requested transfer the Policy Value remaining in a
Sub-Account or the Fixed Account would be less than $100, Protective
Life reserves the right to transfer the entire amount in the Account
instead of the requested amount. The maximum amount which may be
transferred from the Fixed Account in any Policy Year is the greater
of (i) $2500, or (ii) 25% of the Fixed Account Value.

TELEPHONE TRANSFERS. Transfers may be made upon instructions given
by telephone, provided the appropriate election has been made on the
application or written authorization is provided.

DOLLAR COST AVERAGING. If elected at time of application or at any
time thereafter by written notice to Protective Life, an Owner may
systematically and automatically transfer, on a monthly or quarterly
basis, specified dollar amounts from the Fixed Account to any
Sub-Account(s). This is known as dollar cost averaging method of
investment. Protective Life, however, makes no guarantee that the
dollar cost averaging method will result in a profit or protection
against loss. An Owner may elect dollar cost averaging for periods of
at least 12 months but no longer than 48 months. At least $100 must
be transferred each month or $300 each quarter. The amount required
to be allocated to the Fixed Account and/or Sub-Accounts from which
the transfers will be made can be made by an initial or subsequent
investment or by transferring amounts into such account. Such
transfers are subject to the transfer restrictions described above
(except the maximum amount restriction) which otherwise apply to
transfers from the Fixed Account.

If elected, transfers will commence on any day of the month
following six days after the end of the "free look" period, except
the 29th, 30th, or 31st. Protective Life will process dollar cost
averaging transfers until the earlier of the following: (1) the
number of designated transfers has been completed; or (ii) until the
Policy Value from the Fixed Account is depleted; or (iii) the Owner
instructs Protective Life in writing to cancel the automatic
transfers; (iv) a grace period begins under the Policy; or (v) the
maximum amount of Policy Value has been transferred under a dollar
cost averaging election. Automatic transfers made to facilitate
dollar cost averaging will not count toward the twelve transfers
permitted each Policy Year if Protective Life elects to limit the
number

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of transfers or impose the transfer fee. Protective Life reserves
the right to discontinue offering automatic dollar cost averaging
transfers upon 30 days' written notice to the Owner.

SPECIAL TRANSFER RIGHT. During the first 24 Policy Months following
the Issue Date, the Owner may exercise a one time Special Transfer
Right by requesting that all Sub-Account Values be transferred to the
Fixed Account. Exercise of the Special Transfer Right does not count
toward the 12 transfers that are permitted each Policy Year without
imposition of a transfer fee, and is not subject to a transfer fee.

(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect to
lapses or defaults or defaults by security holders in making principal
payments, and with respect to reinstatement.

Protective Life guarantees that a Policy will remain in force during
the first ten Policy Years (if the Insured's Issue Age is 0 through
64) or during the first five Policy Years (if the Insured's Issue
Age is 65 through 69), regardless of the Policy Value, if for each
month that the Policy has been in force since the Policy Effective
Date, the total premiums paid less any withdrawals and Policy Debt
is greater than or equal to the Minimum Monthly Premium (shown in
the Policy) multiplied by the number of complete Policy Months since
the Policy Effective Date, including the current Policy Month. The
Minimum Monthly Premium payment is calculated for each Policy based
on the age, sex and rate class of the Insured, the requested Face
Amount and any supplemental benefits and/ or riders. The No Lapse
Guarantee does not apply to Policies covering Insureds with an Issue
Age of 70 or above.

If an increase is made to the Policy's Face Amount while the No
Lapse Guarantee is in effect, Protective Life will NOT extend this
guarantee. The guarantee is based on the initial Face Amount.
However, upon an increase, Protective Life will recalculate the
Minimum Monthly Premium, which will generally increase following an
increase in Face Amount. Protective Life will notify the Owner of
any increase in the Minimum Monthly Premium and will amend the
Policy to reflect the change.

A failure to pay planned premium payments will not necessarily cause
a Policy to lapse. Conversely, paying all planned premium payments
will not necessarily guarantee that a Policy will not lapse (except
when the No Lapse Guarantee is in effect). Rather, except when the
No Lapse Guarantee is in effect, whether a Policy lapses depends on
whether its Policy Value is sufficient to cover the Monthly
Deduction when due.

If the Policy Value on a Monthly Anniversary Day is less than the
amount of the Monthly Deduction to be deducted on that date and the
No Lapse Guarantee is not in effect, the Policy will be in default
and a grace period will begin. This could happen if investment
experience has been sufficiently unfavorable that it has resulted in
a decrease in Policy Value or the Policy Value has decreased because
sufficient premium payments have not been made to offset the prior
Monthly Deductions.

If the Policy goes into default, a 61-day grace period will be
allowed to pay a premium payment sufficient to cover the current and
past due Monthly Deductions. Protective Life will send notice of the
amount required to be paid during the grace period ("grace period
premium payment") to the last known address and the last known
address of any assignee of record. The grace period will begin when
the notice is sent. The Policy will remain in effect during the
grace period. If the Insured should die during the grace period and
before the grace period premium payment is paid, the Death Benefit
proceeds will still be payable to the Beneficiary, although the
amount paid will reflect a reduction

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for the Monthly Deductions due on or before the date of the
Insured's death. If the grace period premium payment has not been
paid before the grace period ends, the Policy will lapse. It will
have no value and no benefits will be payable.

The Policy, however, may be reinstated within five years after lapse
and before the Maturity Date, subject to compliance with certain
conditions, including the payment of a necessary premium payment and
submission of satisfactory evidence of insurability.

Protective Life requires satisfactory evidence of the Insured's
insurability, which may include a medical examination of the
Insured. Generally, a Policy can be issued covering an Insured up to
age 75 if evidence of insurability satisfies the Company's
underwriting rules. Acceptance of an application depends on the
Company's underwriting rules, and Protective Life reserves the right
to reject an application for any reason.

(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and the
relationship of such persons to the trust.

Protective Life is the legal owner of shares held by the
Sub-Accounts and as such has the right to vote on all matters
submitted to shareholders of the Funds. However, as required by law,
Protective Life will vote shares held in the Sub-Accounts at regular
and special meetings of shareholders of the Funds in accordance with
instructions received from Owners with Policy Value in the
Sub-Accounts. Should the applicable federal securities laws,
regulations or interpretations thereof change, Protective Life may
be permitted to vote shares of the Funds in its own right, and if
so, the Company may elect to do so.

To obtain voting instructions from Owners, before a meeting Owners
will be sent voting instruction material, a voting instruction form
and any other related material. The number of shares held by each
Sub-Account for which an Owner may give voting instructions is
currently determined by dividing the portion of the Owner's Policy
Value in the Sub-Account by the net asset value of one share of the
applicable Fund. Fractional votes will be counted. The number of
votes for which an Owner may give instructions will be determined as
of the date coincident with the date established by the Fund for
determining shareholders eligible to vote at the relevant meeting of
the Fund. Shares held by a Sub-Account for which no timely
instructions are received will be voted by Protective Life in the
same proportion as those shares for which voting instructions are
received.

Protective Life may, if required by state insurance officials,
disregard Owner voting instructions if such instructions would
require shares to be voted so as to cause a change in
sub-classification or investment objectives of one or more of the
Funds, or to approve or disapprove an investment advisory agreement.
In addition, the Company may under certain circumstances disregard
voting instructions that would require changes in the investment
contract or investment adviser of one or more of the Funds, provided
that Protective Life reasonably disapproves of such changes in
accordance with applicable federal regulations. If Protective Life
ever disregards voting instructions, Owners will be advised of that
action and of the reasons for such action in the next semiannual
report. Finally, Protective Life reserves the right to modify the
manner in which the weight to be given to pass-through voting
instructions is calculated where such a change is necessary to
comply with current federal regulations or the current
interpretation thereof.

(g) Whether security holders must be given notice of any change in:

(1) the composition of the assets of the trust.

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Protective Life will not substitute any shares attributable to a
Policy's interest in the Variable Account without notice and
prior approval of the SEC and state insurance authorities, to
the extent required by the 1940 Act or other applicable law.

(2) the terms and conditions of the securities issued by the trust.

Protective Life also reserves the right to establish additional
Sub-Accounts of the Variable Account, each of which would invest
in shares corresponding to a new Fund or in shares of another
investment company having a specific investment objective.
Subject to applicable law and any required SEC approval,
Protective Life may in its sole discretion establish new
Sub-Accounts or eliminate one or more Sub-Accounts if marketing
needs, tax considerations or investment conditions warrant. Any
new Sub-Accounts may be made available to existing Owner(s) on a
basis to be determined by Protective Life.

(3) the provisions of any indenture or agreement of the trust.

Not applicable.

(4) the identity of the depositor, trustee or custodian.

Not applicable.

(h) Whether the consent of security holders is required in order for action
to be taken concerning any change in:

(1) the composition of the assets of the trust.

Protective Life reserves the right, subject to applicable law,
to make additions to, deletions from, or substitutions for the
shares that are held in the Variable Account or that the
Variable Account may purchase. If the shares of a Fund are no
longer available for investment or if in Protective Life's
judgment further investment in any Fund should become
inappropriate in view of the purposes of the Variable Account,
Protective Life may redeem the shares, if any, of that Fund and
substitute shares of another registered open-end management
company or unit investment trust. Protective Life will not
substitute any shares attributable to a Policy's interest in the
Variable Account without notice and prior approval of the SEC
and state insurance authorities, to the extent required by the
1940 Act or other applicable law.

If any of these substitutions or changes are made, Protective
Life may by appropriate endorsement change the Policy to reflect
the substitution or other change. If Protective Life deems it to
be in the best interest of Owner(s), and subject to any
approvals that may be required under applicable law, the
Variable Account may be operated as a management company under
the 1940 Act, it may be deregistered under that Act if
registration is no longer required, or it may be combined with
other Protective Life separate accounts. Protective Life
reserves the right to make any changes to the Variable Account
required by the 1940 Act or other applicable law or regulation.

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(2) the terms and conditions of the securities issued by the trust.

SEE Item (h)(1).

(3) the provisions of any indenture or agreement of the trust.

Not applicable.

(4) the identity of the depositor, trustee or custodian.

Not applicable.

(i) Any other principal feature of the securities issued by the trust or any
other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.

PREMIUMS

Protective Life guarantees that the Death Benefit will never be less
than the Face Amount of insurance (less any outstanding Policy Debt
and past due charges) so long as sufficient premiums are paid to
keep the Policy in force.

The minimum Initial Premium payment required depends on a number of
factors, such as the age, sex and rate class of the proposed
Insured, the desired Initial Face Amount selected, any supplemental
benefits and/or riders and the Planned Periodic Premium payments
proposed.

Additional unscheduled premium payments may be paid in any amount
and at any time, subject to the following limits. First, a premium
payment must be at least $150 ($50 if paid monthly by a
pre-authorized payment arrangement) and must be remitted to the Home
Office.

In addition, total premium payments paid in a Policy Year may not
exceed guideline premium payment limitations for life insurance set
forth in the Internal Revenue Code. Protective Life will immediately
refund any portion of any premium payment which is determined to be
in excess of the premium payment limit established by law to qualify
a Policy as a contract for life insurance. Protective Life will
monitor Policies and will attempt to notify the Owner on a timely
basis if his or her Policy is in jeopardy of becoming a modified
endowment contract under the Internal Revenue Code. Premium payments
must be made by check payable to Protective Life Insurance Company
or by any other method that the Company deems acceptable. The Owner
may specify that all unscheduled premium payments are to be applied
as repayments of Policy Debt, if any.

PLANNED PERIODIC PREMIUMS. An owner is given the option to select a
plan for paying level premium payments at specified intervals, e.g.,
quarterly, semi-annually or annually, until the Maturity Date when
applying for a Policy. At the Owner's discretion, Protective Life
will also arrange for payment of Planned Periodic Premiums on a
monthly basis (on any day except the 29th, 30th, or 31st of a month)
under a pre-authorized payment arrangement. The Owner is not required
to pay premium payments in accordance with these plans; rather, an
Owner may pay more or less than planned or skip a Planned Periodic
Premium entirely. Subject to the limits described above, an Owner may
change the amount and frequency of Planned Periodic Premiums by
sending written notice to the Home Office. Protective Life reserves
the right to limit the amount of a premium payment or the total
premium payments paid.

DEATH BENEFIT OPTIONS. The Policy Owner may choose one of two Death
Benefit options, which will be used to determine the Death Benefit.
Under Option 1, the Death Benefit is the greater of the Face Amount
or the Applicable Percentage of Policy Value on the date of the
Insured's death. Under the second option, the Death Benefit is the
greater of the Face Amount plus the Policy Value on the date of
death, or the Applicable Percentage of the Policy Value on the date
of the Insured's death.

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SUPPLEMENTAL BENEFITS AND/OR RIDERS. The following supplemental
benefits and/or riders are available and may be added to the Policy.
Monthly charges for these benefits and/or riders will be deducted
from the Policy Value as part of the Monthly Deduction. The
supplemental benefits and/or riders available with the Policies
provide fixed benefits that do not vary with the investment
experience of the Variable Account.

CHILDREN'S TERM INSURANCE. Provides a death benefit payable on
the death of a covered child. More than one child can be covered.
There is no cash value for this benefit.

ACCIDENTAL DEATH BENEFIT. Provides a death benefit payable if
the Insured's death results from certain accidental causes. There
is no cash value for this benefit.

DISABILITY BENEFIT. Provides for crediting of a specific
premiums to a Policy on each monthly anniversary during the total
disability of the Insured. After the Insured has been totally
disabled (as defined in the Rider) for six months, the Company
will credit Premium Payments to the Policy equal to the
disability benefit amount shown in the Policy multiplied by the
number of Monthly Anniversary Days that have occurred since the
onset of total disability. Monthly Anniversary Days that occur
more than one calendar year prior to the date that We receive a
claim under a Rider are not included for the purpose of this
calculation. Subsequent to the time that the Insured has been
totally disabled for six months, We will credit a Premium Payment
equal to the disability benefit amount on each Monthly
Anniversary Day. The Owner may change the disability benefit
amount by Written Notice at any time before the Insured becomes
totally disabled.

GUARANTEED INSURABILITY RIDER. Provides the right to increase
the Face Amount of your Policy under two options. The Option
exercise date depends on the rider selected: Variable Option or
Survivor's Choice. Under the Variable Option you can increase the
Face Amount at designated future points in time (selected at
issue) without evidence of insurability. Under the Survivor's
Choice Option, you specify (at issue) a designated life (other
than the Insured). When the designated person dies, the Owner has
the option to increase the Face Amount without evidence of
insurability.

PROTECTED INSURABILITY BENEFIT. Provides the right to increase
the Face Amount of an existing Policy at designated option dates
at age 25, 28, 31, 34, 37 and 40 without evidence of
insurability.

INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES

11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)

Each Sub-Account invests in shares of Protective Investment Company
("PIC"), a "series" type of investment company registered with the
SEC as an open-end management investment company. PIC currently
issues seven classes or "series" of stock, each of which represents
an interest in a separate investment Fund. New Funds, which may or
may not be available as investments under the Policies, may be
established in the future. Each Fund has its own investment
objective(s) and the income and losses of each are determined
separately.

PIC currently sells shares only to the Variable Account, Protective
Variable Annuity Separate Account, and directly to Protective Life.
PIC may in the future sell shares to

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other separate accounts of Protective Life or its life insurance company
affiliates supporting other variable annuity contracts or variable life
insurance contracts. In addition, upon obtaining regulatory approval, PIC may
sell shares to separate accounts of other insurance companies and/or to certain
retirement plans qualifying under Section 401 of the Code. Protective Life
currently does not foresee any disadvantages to Owners that would arise from the
possible sale of shares to support its variable contracts or those of its
affiliates or other insurance companies, or from the possible sale of shares to
such retirement plans. However, the board of directors of PIC will monitor
events in order to identify any material irreconcilable conflicts that might
possibly arise if such shares were also offered to support variable contracts
other than the Policies or to retirement plans. In event of such a conflict, the
board of directors of PIC would determine what action, if any, should be taken
in response to the conflict. In addition, if Protective Life believes that the
PIC's response to any such conflicts insufficiently protects Owners, it will
take appropriate action on its own, including withdrawing the Variable Account's
investment in the Funds.

12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish the
following information for each such company:

(a) Name of company.

The Separate Account consists of seven Sub-Accounts, the assets of
each are invested in a corresponding investment portfolio each, a
Fund of Protective Investment Company. These Funds are: Protective
Money Market Fund, Protective International Equity Fund, Protective
Select Equity Fund, Protective Growth and Income Fund, Protective
Small Cap Equity Fund, Protective Global Income Fund, and Protective
Capital Growth Fund.

(b) Name and principal business address of depositor.

[Not applicable.]

Not applicable.

(d) Name and principal business address of principal underwriter.

Investment Distributors, Inc. ("IDI"), a wholly-owned subsidiary of
Protective Life Corporation, acts as a principal underwriter of the
Policies. The business address is 2801 Highway 280 South,
Birmingham, Alabama 35223.

(e) The period during which the securities of such company have been the
underlying securities.

The Separate Account has not started operations and does not yet
invest in these Funds.

INFORMATION CONCERNING LOAD, FEES, CHARGES AND EXPENSES

13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested distributions
or income, and (5) redeemed or liquidated assets of the trust's
securities are subject:

(A) the nature of such load, fee, expense or charge;

(B) the amount thereof;

(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.

10
<PAGE>
PREMIUM EXPENSE CHARGES. Premium Expense Charges currently consist
of a sales charge and a premium tax charge.

SALES CHARGE. Protective Life deducts a sales charge from each
premium payment. This charge is 2.75% of each premium payment in
Policy Years 1 through 10, and 0.75% of each premium payment in
Policy Years 11 and thereafter. The Sales Charge is deducted from a
premium payment before allocating the Net Premium payment to the
Policy Value. An additional sales charge will be deducted on
surrender of a Policy during the first fifteen Policy Years. The
Sales Charge partially compensates Protective Life for the expenses
of selling and distributing the Policies, including paying sales
commissions, printing prospectuses, preparing sales literature and
paying for other promotional activities.

FEDERAL TAX CHARGE. Protective Life also deducts a charge for
federal taxes from each premium payment. This charge is 1.25% of all
premium payments in all Policy Years and compensates Protective Life
for its federal income tax liability resulting from Section 848 of
the Internal Revenue Code of 1986, as amended, as adopted pursuant to
the Omnibus Budget Reconciliation Act of 1990. The amount of this
charge, which may be increased or decreased, is reasonable in
relation to Protective Life's increased federal tax burden under
Section 848 resulting from the receipt of premium payments under the
policies.

OTHER TAXES. Currently a charge for federal income taxes is not
deducted from the Variable Account or the Policy's Cash Value. The
Company reserves the right in the future to make a charge to the
Variable Account or the Policy's Cash Value for any federal, state or
local income taxes that the Company incurs that it determines to be
properly attributable to the Variable Account or the Policies. We
will notify You promptly of any such charge.

PREMIUM TAX CHARGE. A 2.25% charge for state and local premium taxes
is also deducted from each premium payment. The state and local
premium tax charge reimburses Protective Life for premium taxes
associated with the Policies. Protective Life expects to pay an
average state and local premium tax rate of approximately 2.25% of
premium payments for all states.

MONTHLY DEDUCTION. Provided the Owner has paid the Initial Premium
payment, on the Issue Date, the Company will deduct the Monthly
Deduction from the Policy Value. Subsequent Monthly Deductions will
be made on each Monthly Anniversary Day thereafter. The Policy
Effective date is the date used to determine the Monthly Anniversary
Date. The Monthly Deduction consists of (1) cost of insurance charges
("Cost of Insurance Charge"), (2) administration charges (the
"Monthly Administration Fee"), and (3) any charges for supplemental
benefits and/or riders ("Supplemental Benefits and/or Riders
Charges"). The Monthly Deduction is deducted from the Accounts pro
rata on the basis of the portion of Policy Value in each Account.

DEDUCTIONS, WITHDRAWALS, TRANSFERS, OR LOANS FROM THE FIXED
ACCOUNT. Amounts allocated to the Fixed Account at different times,
whether from Net Premium payments or transfers, may be credited with
different rates of interest. Whenever a charge is deducted from
Policy Value in the Fixed Account, or an amount is withdrawn from the
Policy Value in the Fixed Account to satisfy a partial surrender,
transfer or loan request, the charge or withdrawal will be accounted
for on a "first in, first out" (FIFO) basis.

COST OF INSURANCE CHARGE. This charge compensates Protective Life
for the expense of providing insurance coverage. The charge depends
on a number of variables and therefore will vary from Policy to
Policy and from Monthly Anniversary Day to Monthly

11
<PAGE>
Anniversary Day. For any Policy the cost of insurance on a Monthly
Anniversary Day is calculated by multiplying the cost of insurance
rate for the Insured by the net amount at risk under the Policy for
that Monthly Anniversary Day.

The net amount at risk for a Monthly Anniversary Day is the
difference between the Death Benefit for a policy discounted for the
upcoming Policy Month and the Policy Value (before deduction of the
monthly administration charge and monthly supplemental benefit
and/or riders charges on that day).

The cost of insurance rate for a Policy is based on the Issue Age,
duration, sex and rate class of the Insured and on the number of
years that a Policy has been in force, and therefore varies from
time to time. Protective Life currently places Insureds in the
following rate classes, based on underwriting: Standard Smoker (ages
15-75) or Standard Nonsmoker (ages 0-75), or Preferred Nonsmoker
(ages 18-75) and substandard rate classes, which involve a higher
mortality risk than the Standard Smoker or Standard Nonsmoker
classes.

MONTHLY ADMINISTRATION FEE. This charge compensates Protective Life
for administration expenses associated with the Policies and the
Variable Account. These expenses relate to premium payment billing
and collection, recordkeeping, processing death benefit claims,
Policy loans, Policy changes, reporting and overhead costs,
processing applications and establishing Policy records. The Monthly
Administration Fee is a flat charge of $31 per month during the first
Policy Year (guaranteed not to exceed $33 per month), and $6 per
month during each Policy Year thereafter (guaranteed not to exceed $8
per month). In addition for the first twelve months, following the
effective date of an increase in Face Amount, the Monthly
Administration Fee will also include an administration charge for the
increase, based on the amount of the increase. The administration
charge for an increase is equal to a fee per $1,000 of increase in
face amount, and is set forth in a table in the Policy.
Representative administration charges per $1,000 of increase are set
forth below for Insureds at each specified Issue Age:

<TABLE>
<CAPTION>
ADMINISTRATIVE CHARGE
ISSUE AGE PER $1,000 INCREASE
- -------------------------------------------------------------- -----------------------
<S> <C>
35 0.11
40 0.14
45 0.16
50 0.20
55 0.24
60 0.29
65 0.35
70 0.43
75+ 0.45
</TABLE>

SUPPLEMENTAL AND/OR RIDER BENEFITS CHARGES. See Item 10(i),
"Supplemental Benefits and/or Riders Charges."

DAILY MORTALITY AND EXPENSE RISK CHARGE. Protective Life deducts a
daily charge from assets in the Sub-Accounts attributable to the
Policies. This charge does not apply to Fixed Account assets
attributable to the Policies. The current charge is at an annual rate
of 0.90% of net assets, and is guaranteed not to increase for the
duration of a Policy. Protective Life may realize a profit from this
charge.

The mortality risk Protective Life assumes is that the Insureds on
the Policies may die sooner than anticipated and therefore
Protective Life will pay an aggregate amount of death benefits
greater than anticipated. The expense risk Protective Life assumes
is that

12
<PAGE>
expenses incurred in issuing and administering the Policies and the
Variable Account will exceed the amounts realized from the
administrative charges assessed against the Policies.

TRANSFER FEE. Protective Life reserves the right to impose a $25
transfer fee on any transfer of Policy Value between or among the
Accounts in excess of the 12 free transfers permitted each Policy
Year. If the fee is imposed, it will be deducted from the amount
requested to be transferred before allocation to the new Account(s).
If an amount is being transferred from more than one Account, the
transfer fee will be deducted proportionately from the amount being
transferred from each Account. This fee, if imposed, will reimburse
Protective Life for administrative expenses incurred in effecting
transfers. Protective Life does not anticipate making any profit on
this fee.

SURRENDER CHARGE. If the Policy is surrendered, or if the Initial
Face Amount is reduced, during the first fourteen Policy Years, a
Surrender Charge will be deducted for the Initial Face Amount (or the
reduction thereof). The Surrender Charge, which is a contingent
deferred sales charge, will be deducted before any surrender proceeds
are paid.

The Surrender Charge for the Initial Face Amount is equal to the
Surrender Charge Percentage for the Policy Year in which the
surrender or reduction in Initial Face Amount occurs, multiplied by
the aggregate amount of premium payments made in Policy Year 1
including premium payments for any riders. The Surrender Charge
Percentage in Policy Years 1 through 6 is equal to 27% as shown
below. After the sixth completed Policy Year, the Surrender Charge
Percentage decreases by 3% each Policy Year in accordance with the
following table.

<TABLE>
<CAPTION>
SURRENDER
DURING SURRENDER
POLICY CHARGE
YEAR PERCENTAGE
- ---------- -----------
<S> <C>
1-6th 27%
7th 24%
8th 21%
9th 18%
10th 15%
11th 12%
12th 9%
13th 6%
14th 3%
15th 0%
</TABLE>

After the 14th Policy Year, there is no Surrender Charge for the
Initial Face Amount.

In no event will the Surrender Charge exceed the Maximum Surrender
Charge (expressed as dollars), which is set forth in the Policy. The
Maximum Surrender Charge is equal to 27% of a "SEC guideline annual
premium," under applicable SEC regulations. A "SEC guideline annual
premium" is a hypothetical level amount that would be payable
through the Maturity Date for the benefits provided under the
Policy, assuming cost of insurance rates equal to those guaranteed
in the Policy, net investment earnings under the Policy at an
effective annual rate of 5%, and sales and other charges imposed
under the Policy.

If the Initial Face Amount is decreased during the first fourteen
Policy Years, the Surrender Charge imposed will equal the portion of
the total Surrender Charge that corresponds to the percentage by
which the Initial Face Amount is decreased. In the event of a
decrease in the Initial Face Amount, the pro-rated Surrender Charge
will be allocated to each Sub-Account and to the Fixed Account based
on the proportion of Policy

13
<PAGE>
Value in each Sub-Account and in the Fixed Account. A Surrender
Charge imposed in connection with a reduction in the Initial Face
Amount reduces the remaining Surrender Charge that may be imposed in
connection with a surrender of the Policy.

The purpose of the Surrender Charge is to reimburse Protective Life
for some of the expenses incurred in the distribution of the
Policies. Protective Life also deducts a sales charge from each
premium payment. The Surrender Charge, together with the sales
charge imposed on premium payments, may be insufficient to recover
distribution expenses related to the sale of the Policies.
Unrecovered expenses are borne by Protective Life's general assets
which may include profits, if any, from the mortality and expense
risk charge and mortality gains from cost of insurance charges.

WITHDRAWAL CHARGE. Protective Life will deduct an administrative
charge upon a withdrawal. This charge is the lesser of 2% of the
amount withdrawn or $25. This charge will be deducted from the Policy
Value in addition to the amount requested to be withdrawn and will be
considered to be part of the withdrawal amount. Protective Life does
not anticipate making a profit on this charge.

FUND EXPENSES. The value of the net assets of each Sub-Account
reflects the investment advisory fees and other expenses incurred by
the corresponding Fund in which the Sub-Account invests.

(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.

SEE answer to Item 13(a).

(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public offering
price and as a percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive order that
reflect scheduled variations in, or elimination of, the sales load; and
identify each class of individuals or transactions to which such plans
apply.

SEE answer to Item 13(a).

(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of the
depositor, trustee, custodian or principal underwriter.

[Not applicable.]

(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in connection
with the trust or its securities. (Assignment, reinstatement, replacing
lost certificates, etc.)

SEE Item 10(e).

ASSIGNMENT. The Policy may be assigned in accordance with its terms.
In order for any assignment to be binding upon Protective Life, it
must be in writing and filed at the Home Office. Once Protective Life
has received a signed copy of the assignment, the Owner's rights and
the interest of any Beneficiary (or any other person) will be subject
to the assignment. Protective Life assumes no responsibility for the
validity or sufficiency of any assignment. An assignment is subject
to any Policy Debt.

(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits or
other benefits not included in answer to

14
<PAGE>
Item 13(a) or 13(d) through the sale or purchase of the trust's
securities or underlying securities or interests in underlying
securities, and describe ties or interests in underlying securities, and
describe fully the nature and extent of such profits or benefits.

Neither Protective Life, IDI nor any of their affiliates will
receive any profits or benefits not included in Item 13(a)above.
Protective Life will compensate certain persons, including
Protective Life and IDI agents for services in connection with the
selling and servicing of the Policies, but such compensation will be
paid from Protective Life's general account.

(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend and
interest income from the trust property during the period covered by the
financial statements filed herewith.

Not applicable.

INFORMATION CONCERNING THE OPERATIONS OF THE TRUST

14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.

Individuals wishing to purchase a policy must complete an
application and submit it through a licensed Representative of
Protective Life who is also a registered representative. An Initial
Premium payment at least equal to the minimum required must be paid.
If the Initial Premium payment is submitted with the application and
is approved as applied for by the Company, the Policy coverage will
become effective on the Policy Effective Date, which is the later of
the date that the application is signed or any required medical
examination is completed. If the application is not accompanied by
the full Initial Premium payment or if the Policy is not issued as
applied for, the Policy Effective Date will generally be the issue
date.

Temporary life insurance coverage may be provided prior to the
Policy Effective Date under the terms of a temporary insurance
agreement. In accordance with Protective Life's underwriting rules,
temporary life insurance coverage may not exceed $250,000 and may
not be in effect for more than 90 days. As provided for under state
insurance law, the Owner, to preserve insurance age, may be
permitted to backdate the Policy. In no case may the Policy
Effective Date be more than six months prior to the date of the
original application. Charges for the Monthly Deduction for the
backdated period are deducted on the New Policy Effective Date.

Protective Life requires satisfactory evidence of the Insured's
insurability, which may include a medical examination of the
Insured. Generally, a Policy can be issued covering an insured up to
age 75 if evidence of insurability satisfies Protective Life's
underwriting rules. Acceptance of an application depends on the
Company's underwriting rules, and the Company reserves the right to
reject an application for any reason.

15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.

As the Owner of the Policy, all rights provided under the Policy may
be exercised. The Insured is the Owner unless a different Owner is
named in the application. The Owner may by Written Notice name a
Contingent Owner or a new Owner while the Insured is living. If more
than one person is named as Owner, they are Joint Owners. Any
transaction under the Policy including transfers of Policy Value
will require the authorization of all Owners. Unless provided
otherwise, in the event of a Joint Owner's death, ownership

15
<PAGE>
passes to the surviving Joint Owner. Unless a Contingent Owner has
been named on the death of the last surviving Owner, ownership of
the Policy passes to the estate of the last surviving Owner, who
will become the Owner if the Owner(s) die.

In the application, the Owner specifies the percentage of a Net
Premium to be allocated to each Sub-Account and to the Fixed
Account. This allocation must comply with the allocation rules
described below. Net Premiums will generally be allocated to the
Sub-Accounts and to the Fixed Account on the date Protective Life
receives them in accordance with the allocations specified in the
application or subsequent written notice. However, if the Policy is
issued in a state that requires the refund of premiums paid if the
Policy is returned during the "free look" period, Protective Life
reserves the right to allocate all Net Premiums received during the
"free look" period to the Money Market Sub-Account. In each case,
after the end of the "free look" period, the Policy Value is
allocated to the Sub-Accounts and to the Fixed Account based on the
premium payment allocation percentages in the application or
subsequent Written Notice. For this purpose, the end of the "free
look" period is deemed to be six days (or longer if the Policy is
subject to an extended "free look" period) after the date that the
Policy is mailed from the Home Office.

The Net Premium payment allocation percentages specified in the
application will apply to subsequent premium payments until the
percentages are changed by the Owner. The change will apply to all
premium payments received with or after receipt of the notice.

Planned Periodic Premium payments and unscheduled premium payments
not requiring additional underwriting will be credited to the Policy
and the Net Premium payments will be invested as requested on the
Valuation Date they are received by the Home Office. However, any
premium payment in connection with an increase in face amount will
be allocated to the Money Market Sub-Account until underwriting has
been completed. When approved, the Policy Value in the Money Market
Sub-Account attributable to the resulting Net Premium payment will
be credited to the Policy and allocated to the Accounts. If an
additional premium payment is rejected, Protective Life will return
the premium payment immediately, without any adjustment for
investment experience.

16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.

The assets in the Variable Account are owned by Protective Life. The
Variable Account is divided into Sub-Accounts. The Sub-Accounts
available under the Policies invest in shares of the Funds. The
Variable Account may include other Sub-Accounts which are not
available under the Policies and are not otherwise discussed in this
prospectus.

Income, gains and losses, realized or unrealized, of a Sub-Account
are credited to or charged against the Sub-Account without regard to
any other income, gains or losses of Protective Life. Applicable
insurance law provides that assets equal to the reserves and other
contract liabilities of the Variable Account are not chargeable with
liabilities arising out of any other business or account of
Protective Life. Tennessee insurance law provides that the assets of
the Variable Account equal to its reserves and other liabilities are
not available to meet the claims of Protective Life's general
creditors, and may only be used to support the cash values under
variable life insurance policies issued through the Variable
Account. If the assets of the Variable Account exceed its required
reserves and other liabilities, the excess may be transferred to
Protective Life's general account. Before making any such transfer,
Protective Life will consider any possible adverse impact on the
Variable Account. Protective Life is obligated to pay all benefits
provided under the Policies.

16
<PAGE>
Each Sub-Account invests in shares of Protective Investment Company
("PIC"), a "series" type of investment company registered with the
SEC as an open-end management investment company. PIC currently
issues seven classes or "series" of stock, each of which represents
an interest in a separate investment Fund. New Funds, which may or
may not be available as investments under the Policies, may be
established in the future. Each Fund has its own investment
objective(s) and the income and losses of each are determined
separately. The investment objective(s) of the Funds are briefly
summarized below.

PROTECTIVE GROWTH AND INCOME FUND. This Fund seeks long-term growth
of capital and growth of income. This Fund will pursue its objectives
by investing, under normal circumstances, at least 65% of its total
assets in equity securities having favorable prospects of capital
appreciation and/or dividend paying ability.

PROTECTIVE INTERNATIONAL EQUITY FUND. This Fund seeks long-term
capital appreciation. This Fund will pursue its objective by
investing, primarily in equity and equity-related securities of
companies that are organized outside the United States or whose
securities are primarily traded outside the United States.

PROTECTIVE GLOBAL INCOME FUND. This Fund seeks high total return,
emphasizing current income and, to a lesser extent, providing
opportunities for capital appreciation. This Fund will pursue its
objectives by investing primarily in high quality fixed-income
securities of U.S. and foreign issuers and through foreign currency
transactions.

PROTECTIVE SELECT EQUITY FUND. This Fund seeks a total return
consisting of capital appreciation plus dividend income. This Fund
will pursue its objective by investing, under normal circumstances,
at least 90% of its total assets in equity securities selected using
both fundamental research and a variety of quantitative techniques
that seek to maximize the Fund's reward to risk ratio.

PROTECTIVE SMALL CAP EQUITY FUND. This Fund seeks long-term capital
growth. This Fund will pursue its objective by investing, under
normal circumstances, at least 65% of its total assets in equity
securities of companies with public stock market capitalizations of
$1 billion or less at the time of investment.

PROTECTIVE MONEY MARKET FUND. This Fund seeks to maximize current
income to the extent consistent with the preservation of capital and
maintenance of liquidity. This Fund will pursue its objective by
investing exclusively in high quality money market instruments. An
investment in the Money Market Fund is neither insured nor guaranteed
by the U.S. Government and the Fund cannot assure that it will be
able to maintain a stable net asset value of $1 per share.

PROTECTIVE CAPITAL GROWTH FUND. This Fund seeks long-term capital
growth. The Fund will pursue its objective by investing, under normal
circumstances, at least 65% of its total assets in equity securities
having long-term capital appreciation potential.

17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.

The procedures with respect to surrenders, withdrawals or
redemptions of security holders are described in response to Items
10(c), (d), (e), and (i).

(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.

17
<PAGE>
Protective Life is required to process all surrender requests as
described in Item 10(c). The funds in which each Division of the
Separate Account will invest will redeem shares upon Protective
Life's request in accordance with the 1940 Act. Redeemed shares of
the Funds may later be reissued.

A Policy, once totally surrendered, may not be resold.

18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust and
state the substance of the provisions of any indenture or agreement
pertaining thereto.

All income and other distributable funds of the Separate Account are
reinvested in the shares of the funds that made the distributions
and will be added to the assets of the Separate Account.

(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.

Not applicable.

(c) If any reserves or special funds are created out of income or principal,
state with respect to each such reserve or fund the purpose and ultimate
disposition thereof, and describe the manner of handling of same.

The Separate Account holds certain reserves for the life insurance
benefits provided by the Policies.

(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by the
financial statements filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions from sources
other than current income have been made, identify each such other source
and indicate whether such distribution represents the return of principal
payments to security holders. If payments other than cash were made,
describe the nature thereof, the account charged and the basis of
determining the amount of such charge.

No distributions have been made.

19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.

The Company will have primary responsibility for all administration
of the Policies of the Separate Account. The administrative services
provided include the expenses incurred in issuing and administering
the Policies and the Variable Account, billing and collection,
recordkeeping, processing death benefit claims, Policy loans, Policy
changes, reporting and overhead costs, processing applications and
establishing Policy records.

The Company will send such reports of the Separate Account as are
presently required by the 1940 Act and regulations promulgated
thereunder.

The Company will also mail to the policyowner, at the last known
address of record at the Company's home office, at least annually
after the first contract year, any reports required by state law.
Each person having a voting interest will receive proxy materials,
reports, and other materials relating to the Funds.

18
<PAGE>
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:

(a) Amendments to such indenture or agreement.

Not applicable.

(b) The extension or termination of such indenture or agreement.

Not applicable.

(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.

Not applicable.

(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed.

The Separate Account has no trustee.

(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.

Not applicable.

(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.

Not applicable.

21. (a) State the substance of the provisions of any indenture or agreement with
respect to loans to security holders.

After the first Policy Anniversary and prior to the death of the
Insured, the Owner may borrow against the Policy at any time by
submitting a written request to the Home Office, provided that the
Surrender Value of the Policy is greater than zero. The minimum
amount is $500. The maximum loan amount is equal to 90% of the
Policy's Surrender Value on the date the loan is paid. Outstanding
loans reduce the amount available for new loans. Policy loans will
be processed as of the date a written request is received and
approved. Loan proceeds generally will be sent within seven calendar
days.

INTEREST. During the first ten Policy Years, Protective Life will
charge interest daily on any outstanding loan at an annual rate of
6.0%. During Policy Years 11 and thereafter, the Company will charge
interest daily on any outstanding loan at an annual effective rate of
4.0%. Interest is due and payable at the end of each Policy Year
while a loan is outstanding. If interest is not paid when due, the
amount of the interest is added to the loan and becomes part of the
Policy Debt.

POLICY DEBT. Outstanding loans (including unpaid interest added to
the loan) plus accrued interest not yet due equals the Policy Debt.

LOAN COLLATERAL. When a Policy loan is made, an amount sufficient to
secure the loan is transferred out of the Sub-Accounts and the Fixed
Account and into the Policy's Loan Account. Thus, a loan will have no
immediate effect on the Policy Value, but other Policy values, such
as the Surrender Value, will be reduced immediately by the amount
transferred to the Loan Account. The Owner(s) can specify the
Accounts from which collateral will be transferred. If no allocation
is specified, collateral will be transferred from each Sub-Account
and from the Fixed Account in the same proportion that the Cash Value
in each Sub-Account and the Fixed Account bears to the total Cash
Value on the date that the loan is made. An amount of Surrender Value
equal to any due and unpaid loan

19
<PAGE>
interest will also be transferred to the Loan Account on each Policy
Anniversary. Due and unpaid interest will be transferred from each
Sub-Account and the Fixed Account in the same proportion that each
Sub-Account Value and the Fixed Account Value bears to the total
unloaned Policy Value.

The Loan Account will be credited with interest at an effective
annual rate of not less than 4%. Thus, the maximum net cost of a
loan is 2.0% per year during Policy Years 1 through 10, and 0%
thereafter (the difference between the rate of interest charged on
Policy loans and the amount credited on the equivalent amount held
in the Loan Account). Protective Life will determine the rate of
interest to be credited to the Loan Account in advance of each
calendar year. The rate, once determined, will apply to the calendar
year which follows the date of determination. On each Policy
Anniversary, the interest earned on the Loan Account since the
previous Policy Anniversary will be transferred to the Sub-Accounts
and to the Fixed Account. Unless specified in writing by the Owner,
interest will be transferred and allocated to the Sub-Accounts and
the Fixed Account in the same manner as collateral is transferred to
the Loan Account.

LOAN REPAYMENT; EFFECT IF NOT REPAID. An Owner may repay all or part
of the Policy Debt at any time while the Insured is living and the
Policy is in force. Loan repayments must be sent to the Home Office
and will be credited as of the date received. The Owner may specify
in writing that any unscheduled premium payments made while a loan is
outstanding will be applied as loan repayments. (Loan repayments,
unlike unscheduled premium payments, are not subject to Premium
Expense Charges.) When a loan repayment is made, Policy Value in the
Loan Account in an amount equal to the repayment is transferred from
the Loan Account to the Sub-Accounts and the Fixed Account. Unless
specified otherwise by the Owner(s), amounts will be transferred to
the Sub-Accounts and the Fixed Account in the same manner as loan
collateral is transferred to the Loan Account.

If the Death Benefit becomes payable while a loan is outstanding,
the Policy Debt will be deducted in calculating the Death Benefit
proceeds.

If the Loan Account Value exceeds the Cash Value on any Valuation
Date, the Policy may be in default. If this occurs, the Owner, and
any assignee of record, will be sent notice of the default. There
will be a 31-day grace period to submit sufficient payment to avoid
termination of coverage under the Policy. The notice will specify
the amount that must be repaid to prevent termination.

EFFECT OF POLICY LOAN. A loan, whether or not repaid, will have a
permanent effect on the Death Benefit and Policy values because the
investment results of the Sub-Accounts of the Variable Account and
current interest rates credited on Policy Value in the Fixed Account
will apply only to the non-loaned portion of the Policy Value. The
longer the loan is outstanding, the greater the effect is likely to
be. Depending on the investment results of the Sub-Accounts or
credited interest rates for the Fixed Account while the loan is
outstanding, the effect could be favorable or unfavorable. Policy
loans may increase the potential for lapse if investment results of
the Sub-Accounts are less than anticipated. Also, loans could,
particularly if not repaid, make it more likely than otherwise for a
Policy to terminate.

(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the
foregoing.

See paragraph (a) of this Item.

20
<PAGE>
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of the
foregoing and the aggregated amount of loans in default at the end of the
last fiscal year covered by financial statements filed herewith.

[Not applicable.]

22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.

There is no such provision or agreement.

23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.

A fidelity bond in the amount of $15 million covering Protective
Life's officers and employees has been issued by the Federal
Insurance Company.

24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.

There is no minimum guaranteed Policy Value or Net Cash Surrender
Value. These values will vary with the investment experience of the
Sub-Accounts and/or the daily crediting of interest in the Fixed
Account, and will depend on the allocation of Policy Value. If the
Policy Value on a Monthly Anniversary Day is less than the amount of
the Monthly Deduction to be deducted on that date and the Minimum
Monthly Premium Guarantee is not then in effect, the Policy will be
in default and a grace period will begin.

On the Policy Effective Date the Policy Value is equal to the
initial Net Premium payment, less the Monthly Deduction, plus
interest, if any, that Protective Life may credit to the Net Premium
prior to the Policy Effective Date. On each Valuation Date
thereafter, the Policy Value is the aggregate of the Sub-Account
Values, the Fixed Account Value, and the Loan Account Value. The
Policy Value will vary to reflect the performance of the
Sub-Accounts to which amounts have been allocated, interest credited
on amounts allocated to the Fixed Account, interest credited on
amounts in the Loan Account, charges, transfers, withdrawals, loans
and loan repayments.

As long as the Policy remains in force, Protective Life will pay the
Death Benefit proceeds upon receipt at the Home Office of proof of
the Insured's death that Protective Life deems satisfactory.
Protective Life may require return of the Policy. The Death Benefit
will be paid in a lump sum generally within seven calendar days of
receipt of satisfactory proof or, if elected, under a payment
option. The Death Benefit will be paid to the Beneficiary.

The Death Benefit proceeds are equal to the sum of the Death Benefit
under the Death Benefit option selected calculated on the date of
the Insured's death, plus any supplemental benefits and/or riders
provided by rider, minus any Policy Debt on that date and, if the
date of death occurred during a grace period, minus any past due
Monthly Deductions. Under certain circumstances, the amount of the
Death Benefit may be further adjusted. If part or all of the Death
Benefit is paid in one sum, Protective Life will pay interest on
this sum as required by applicable state law from the date of
receipt of due proof of the Insured's death to the date of payment.

The Policy Owner may choose one of two Death Benefit options, which
will be used to determine the Death Benefit. Under Option 1, the
Death Benefit is the greater of the

21
<PAGE>
Face Amount or the Applicable Percentage of Policy Value on the date
of the Insured's death. Under the second option, the Death Benefit
is the greater of the Face Amount plus the Policy Value on the date
of death, or the Applicable Percentage of the Policy Value on the
date of the Insured's death.

The Face Amount is set at the time the Policy is issued. The Face
Amount may be changed at designated times. The Death Benefit option
is selected when the Owner applies for a Policy. The Death Benefit
option may also be changed.

On or after the first Policy Anniversary, the Owner may change the
Death Benefit option on the Policy subject to the following rules.
After any change, the Face Amount must be at least $50,000 (standard
smoker or standard nonsmoker class) or $100,000 (preferred nonsmoker
class). The effective date of the change will be the Monthly
Anniversary Day that coincides with or next follows the day that
Protective Life receives and accepts the request. Protective Life
may require satisfactory evidence of insurability.

When a change from Option 1 to Option 2 is made, the Face Amount
after the change is effected will be equal to the Face Amount before
the change less the Policy Value on the effective date of the
change.

On or after the first Policy Anniversary, the Owner may request a
change in the Face Amount. If a change in the Face Amount would
result in total premiums paid exceeding the premium limitations
prescribed under current tax law to quality a Policy as a life
insurance contract, Protective Life will refund immediately to the
Owner the amount of such excess above the premium limitations.

Any increase in the Face Amount must be at least $10,000 and an
application must be submitted. Protective Life reserves the right to
require satisfactory evidence of insurability. In addition, the
Insured's Attained Age must be less than the current maximum Issue
Age for the Policies, as determined by Protective Life from time to
time. A change in Planned Periodic Premiums may be advisable. The
increase in Face Amount will become effective on the Monthly
Anniversary Day on or next following the date the request for the
increase is received and approved, and the Policy Value will be
adjusted to the extent necessary to reflect a Monthly Deduction as
of the effective date based on the increase in Face Amount. While
the Minimum Monthly Premium Guarantee is in effect, the Policy's
Minimum Monthly Premium amount will also generally be increased.

An increase in Face Amount may be cancelled by the Owner in
accordance with the Policy's "free look" provisions, which also
apply to increases in Face Amount. In such case, the amount refunded
will be calculated in accordance with the "free look" provisions
described above, except that if no additional premium payments were
required in connection with the Face Amount increase, then the
amount refunded will be limited to that portion of the first Monthly
Deduction following the increase that is attributable to cost of
insurance charges for the increase and the monthly administration
fee for the increase.

The Face Amount after any decrease must be at least $50,000,
(standard smoker or standard nonsmoker class), or $100,000 if the
Insured is in the preferred nonsmoker rate class. Protective Life
reserves the right to prohibit any decrease in Face Amount (i) for
three years following an increase in Face Amount; and (ii) for one
Policy Year following the last decrease in Face Amount. If the
Initial Face Amount of the Policy has been increased prior to the
requested decrease, then the decrease will first be applied against
any previous increases in Face Amount in the reverse order in which
they occurred. The decrease will then be applied to the Initial Face
Amount. A decrease in Face Amount will become effective on the
Monthly Anniversary Day that coincides with or next follows receipt
and acceptance of a request at the Home Office.

22
<PAGE>
Decreasing the Face Amount of the Policy may have the effect of
decreasing monthly cost of insurance charges. However, if the Face
Amount is decreased during the first fourteen Policy Years, a
Surrender Charge will apply.

INCONTESTABILITY. Protective Life will not contest the Policy, or
any supplemental benefit and/or riders, after the Policy or rider has
been in force during the Insured's lifetime for two years from the
Policy Effective Date or the effective date of the rider, unless
fraud is involved. Any increase in the Face Amount will be
incontestable with respect to statements made in the evidence of
insurability for that increase after the increase has been in force
during the life of the Insured for two years after the effective date
of the increase.

SUICIDE EXCLUSION. If the Insured dies by suicide within two years
after the Policy Effective Date, the Death Benefit will be limited to
the premium payments made before death, less any Policy Debt and any
withdrawals. If the Insured dies by suicide within two years after an
increase in Face Amount, the Death Benefit with respect to the
increase will be limited to the sum of the monthly cost of insurance
charges made for that increase.

MISSTATEMENT OF AGE OR SEX. If the Insured's age or sex has been
misstated in the application for the Policy or in any application for
supplemental benefits and/or riders, the Death Benefit under the
Policy or such supplemental benefits and/or riders will be the amount
which would have been provided by the most recent cost of insurance
charge, or the cost of such supplemental benefits and/or riders, at
the correct age and sex.

OTHER CHANGES. At any time Protective Life may make such changes in
the Policy as are necessary to assure compliance at all times with
the definition of life insurance prescribed by the Internal Revenue
Code or to make the Policy conform with any law or regulation issued
by any government agency to which it is subject.

WHEN PROCEEDS ARE PAID. Protective Life will ordinarily pay any
Death Benefit proceeds, loan proceeds, withdrawal proceeds, or full
surrender proceeds within seven calendar days after receipt at the
Home Office of all the documents required for such a payment. Other
than the Death Benefit, which is determined as of the receipt of due
proof of death, the amount will be determined as of the date of
receipt of required documents. However, Protective Life may delay
making a payment or processing a transfer request if (1) the New York
Stock Exchange is closed for other than a regular holiday or weekend,
trading is restricted by the SEC, or the SEC declares that an
emergency exists as a result of which the disposal or valuation of
Variable Account assets is not reasonably practicable; or (2) the SEC
by order permits postponement of payment to protect Protective Life's
contract owners.

III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

ORGANIZATION AND OPERATIONS OF DEPOSITOR

25. State the form or organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor was
organized and the date of organization.

Protective Life is a Tennessee stock life insurance company.
Protective Life was founded in 1907 and is headquartered in
Birmingham, Alabama. Protective Life is the principal operating
subsidiary of Protective Life Corporation, a Delaware Corporation.

26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the period
covered by the financial statements filed herewith.

23
<PAGE>
Not applicable.

(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of such
company.

Not applicable.

27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of the
trust. If the depositor acts or has acted in any capacity with respect to
any investment company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstance surrounding such cessation.

Protective Life is admitted to sell life insurance and annuities in
forty-nine states and the District of Columbia. Founded in 1907,
Protective Life has been continuously engaged in the life insurance
business. Protective Life is the principal operating subsidiary of
Protective Life Corporation ("PLC"), an insurance holding company
whose stock is traded on the New York Stock Exchange.

OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR

28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power
to vote 5% or more of the outstanding voting securities of the
depositor.

(i) name and principal business address;

(ii) nature of relationship or affiliation with depositor of the trust;

(iii) ownership of all securities of the depositor;

(iv) other companies of which each person named above is presently
officer, director, or partner.

24
<PAGE>
The following table sets forth the name, age, address and principal
occupations during the past five years of each of Protective Life's
directors and executive officers.

<TABLE>
<CAPTION>
NAME AGE POSITION WITH PROTECTIVE LIFE
------------------------------ ----- ---------------------------------------------------------
<C> <S> <C> <C>
Drayton Nabers, Jr. 54 President and a Director
R. Stephen Briggs 45 Executive Vice President and a Director
John D. Johns 41 Executive Vice President and Chief Financial Officer and
a Director
Ormond L. Bentley 59 Senior Vice President, Group and a Director
Deborah J. Long 40 Senior Vice President and General Counsel
Jim E. Massengale 52 Senior Vice President and a Director
Steven A. Schultz 41 Senior Vice President, Financial Institutions and a
Director
Wayne E. Stuenkel 41 Senior Vice President and Chief Actuary and a Director
A. S. Williams III 58 Senior Vice President, Investments and Treasurer and a
Director
Judy Wilson 36 Senior Vice President, Guaranteed Investment Contracts
Carolyn King 45 Senior Vice President, Investment Products
Jerry W. DeFoor 42 Vice President and Controller, and Chief Accounting
Officer
</TABLE>

(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.

All executive officers and directors are elected annually. Executive
officers serve at the pleasure of the Board of Directors and
directors are elected by PLC at the annual meeting of shareholders
of Protective Life.

Since May 1992, Mr. Nabers has been President and Chief Executive
Officer of PLC. Mr. Nabers had been President of Protective Life and
PLC since August 1982, and had been Senior Vice President of each
from September 1981 to August 1982. From February 1980 to September
1981, he served as Senior Vice President, Operations of Protective.
From 1979 to February 1980, he was Senior Vice President, Operations
and General Counsel of Protective.

Mr. Briggs has been Executive Vice President of PLC and Protective
Life since October 1993. From January 1993 to October 1993 he was
Senior Vice President, Life Insurance and Investment Products of
Protective Life and PLC. Mr. Briggs had been Senior Vice President,
Ordinary Marketing of PLC since August 1988 and of Protective Life
since April 1986. From July 1983 to April 1986, he was President of
First Protective Insurance Group, Inc.

Mr. Johns has been Executive Vice President and Chief Financial
Officer of PLC and Protective Life since October 1993. From August
1988 to October 1993, he served as Vice President and General
Counsel of Sonat, Inc.

Mr. Bentley has been Senior Vice President, Group of Protective Life
since December 1978. He has also served as Senior Vice President,
Group of PLC since August 1988. Mr. Bentley has been employed by
Protective Life since October 1965.

25
<PAGE>
Ms. Long has been Senior Vice President and General Counsel of PLC
and Protective Life since February 1, 1994. From August 2, 1993 to
January 31, 1994, Ms. Long served as General Counsel of PLC and from
February 1984 to January 31, 1994 she practiced law with the law
firm of Maynard, Cooper & Gale, P.C.

Mr. Massengale has been Senior Vice President of Protective Life and
PLC since June 1992. From May 1989 to June 1992 Mr. Massengale was
Senior Vice President, Operations and Systems of Protective Life and
PLC. From January 1983 to May 1989, he was Senior Vice President,
Corporate Systems of Protective Life and PLC.

Mr. Schultz has been Senior Vice President, Financial Institutions
of Protective Life and PLC since March 1993. Mr. Schultz served as
Vice President, Financial Institutions of Protective Life from
February 1989 to March 1993 and of PLC from February 1993 to March
1993. From June 1977 through January 1989, he was employed by and
served in a number of capacities with The Minnesota Mutual Life
Insurance Company, finally serving as Director, Group Sales.

Mr. Stuenkel has been Senior Vice President and Chief Actuary of
Protective Life and PLC since March 1987. From June 1986 to March
1987, he was Vice President and Chief Actuary of Protective Life and
PLC. From January 1982 to June 1986, he served as Vice President and
Ordinary Actuary of Protective Life. Mr. Stuenkel is a Fellow in the
Society of Actuaries and has been employed by Protective Life since
September 1978.

Mr. Williams has been Senior Vice President, Investments and
Treasurer of PLC since July 1981. Mr. Williams also serves as Senior
Vice President, Investments and Treasurer of Protective Life. Mr.
Williams has been employed by Protective Life since November 1964.

Ms. Wilson has been Senior Vice President, Guaranteed Investment
Contracts of PLC and Protective Life since January 1995. From
October 1989 to January 1995, she was Vice President of Guaranteed
Investment Contracts of PLC and Protective Life.

Ms. King has been Senior Vice President, Investment Products since
March, 1995. From August, 1994 to March, 1995, Ms. King was Senior
Vice President and Chief Investment Officer of Provident Life &
Accident Insurance Company. From November 1987 until March 1995, Ms.
King served as President of Provident National Assurance Company.

Mr. DeFoor has been Vice President and Controller, and Chief
Accounting Officer of Protective Life and PLC since April 1989. Mr.
DeFoor is a certified public accountant and has been employed by
Protective Life since August 1982.

COMPANIES OWNING SECURITIES OF DEPOSITOR

29. Furnish as at latest practicable date the following information with respect
to each company which directly or indirectly owns, controls or holds power
to vote 5% or more of the outstanding voting securities of the depositor:
(a) name and principal business address; (b) nature of business; (c)
ownership of all securities of the depositor.

SEE Item 25.

CONTROLLING PERSONS

30. Furnish as at latest practicable date the following information with respect
to any person, other than those covered by Items 28, 29, and 42 who directly
or indirectly controls the depositor.

None.

26
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR

COMPENSATION OF OFFICERS

31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:

(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration;

(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself and
the aggregate amount paid by all the subsidiaries;

Not applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Separate Account.

COMPENSATION OF DIRECTORS

32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:

(a) the aggregate direct remuneration to directors;

(b) indirectly or through subsidiaries to directors.

Not applicable. SEE Item 31.

COMPENSATION TO EMPLOYEES

33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and 32)
who received remuneration in excess of $10,000 during the last fiscal
year covered by financial statements filed herewith from the depositor
and any of its subsidiaries.

Not applicable. SEE Item 31.

(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statement filed herewith to the following classes of persons (exclusive
of those persons covered by Item 33(a)): (1) Sales managers, branch
managers, district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity; (3)
Administrative and clerical employees; and (4) Others (specify). If a
person is employed in more than one capacity, classify according to
predominant type of work.

Note applicable. SEE Item 31.

COMPENSATION TO OTHER PERSONS

34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.

Not applicable.

27
<PAGE>
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES

DISTRIBUTION OF SECURITIES

35. Furnish the names of the states in which sales of the trust's securities (A)
are currently being made, (B) are presently proposed to be made, and (C)
have been discounted, indicating by appropriate letter the status with
respect to each state.

The Policy will be offered in 49 states and the District of Columbia
as permitted by state insurance law.

36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.

Not applicable.

37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.

(1) Name of officer, agency or body.

(2) Date of denial.

(3) Brief statement of reason given for revocation.

Not applicable.

(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities of
the trust has been revoked by any federal or state governmental officer,
agency or regulatory body.

Not applicable.

38. (a) Furnish a general description of the method of distribution of
securities of the trust.

Investment Distributors, Inc. ("IDI"), a wholly-owned subsidiary of
Protective Life Corporation, acts as a principal underwriter of the
Policies. IDI also acts as principal underwriter of variable annuity
contracts issued through Protective Variable Annuity Separate
Account, and of the Fund. IDI is a registered broker-dealer under
the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The Policies are sold by
certain registered representatives of broker-dealers (including Pro
Equities, Inc., an affiliate of Protective Life and IDI) that have
entered into selling agreements with IDI, who are also appointed and
licensed as insurance agents of Protective Life. Registered
representatives may be paid commissions on Policies they sell based
on premium payments paid in amounts up to 50% of first year premium
payments, 5% on premium payments paid during the second through
fourteenth Policy Years, and .025% on premium payments paid after
the first fourteen Policy Years. Other allowances and overrides, and
non-cash compensation, also may be paid. Registered representatives
who meet certain productivity and profitability standards may be
eligible for additional compensation.

(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement, any
renewal and termination provisions, and any assignment provisions.

[Not applicable.]

28
<PAGE>
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesman, etc. with respect
to commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of periodic
payment plan certificates, furnish schedules of commissions and the bases
thereof. In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).

[Not applicable.]

39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign power
under the laws of which each underwriter was organized and the date of
organization.

IDI acts as a principal underwriter of the Policies. IDI also acts
as principal underwriter of variable annuity contracts issued
through Protective Variable Annuity Separate Account, and of the
Fund.

(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.

IDI is a registered broker-dealer under the Securities Exchange Act
of 1934 and a member of the National Association of Securities
Dealers, Inc.

40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period covered
by the financial statements filed herewith.

Not applicable.

(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:

(1) The nature of such fee or participation.

(2) The name of the person making payment.

(3) The nature of the services rendered in consideration for such fee or
participation.

(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.

Not applicable.

41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any, to the
trust and the nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and the
circumstances surrounding such cessation.

SEE Item 38(a).

(b) Furnish as at latest practicable date the address of each branch office
of each principal underwriter currently selling securities of the trust
and furnish the name and residence address of the person in charge of
such office.

Not applicable.

29
<PAGE>
(c) Furnish the number of individual salesmen of each principal underwriter
through whom any of the securities of the trust were distributed for the
last fiscal year of the trust covered by the financial statements filed
herewith and furnish the aggregate amount of compen-sation received by
such salesmen in such year.

Not applicable. Securities of the Separate Account have not yet been
distributed by the principal underwriter or any of its
representatives.

42. Furnish as at latest practicable date the following information with respect
to each principal underwriter currently distributing securities of the trust
and with respect to each of the officers, directors or partners of such
underwriter: (a) name and principal business address; (b) position with
principal underwriter; (c) ownership of securities of the trust.

Not applicable.

43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting transactions
for the trust in the portfolio securities of the trust.

Not applicable.

OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST

44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:

(1) The source of quotations used to determine the value of portfolio
securities.

(2) Whether opening, closing, bid, asked or any other price is used.

(3) Whether price is as of the day of sale or as of any other time.

(4) A brief description of the methods used by registrant for determining
other assets and liabilities including accrual for expenses and taxes
(including taxes on unrealized appreciation).

(5) Other items which registrant adds to the net asset value in computing
offering price of its securities.

(6) Whether adjustments are made for fractions:

(i) before adding distributor's compensation (load); and

(ii) after adding distributor's compensation (load).

On the Policy Effective Date, the Policy Value is equal to the
initial Net Premium payment, less the Monthly Deduction, plus
interest, if any, that Protective Life may credit to the Net Premium
prior to the Policy Effective Date. On each Valuation Date
thereafter, the Policy Value is the aggregate of the Sub-Account
Values, the Fixed Account Value, and the Loan Account Value. The
Policy Value will vary to reflect the performance of the
Sub-Accounts to which amounts have been allocated, interest credited
on amounts allocated to the Fixed Account, interest credited on
amounts in the Loan Account, charges, transfers, withdrawals, loans
and loan repayments.

When an amount is allocated to a Sub-Account, either by Net Premium
payment allocation or transfer, the Policy is credited with
accumulation units in that Sub-Account. The number of accumulation
units is determined by dividing the amount allocated to the
Sub-Account by the Sub-Account's accumulation unit value for the
Valuation Date when the allocation is effected.

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<PAGE>
The number of Sub-Account accumulation units credited to a Policy
will increase when Net Premium payments are allocated to the
Sub-Account, amounts are transferred to the Sub-Account and loan
repayments are credited to the Sub-Account. The number of
Sub-Account accumulation units credited to a Policy will decrease
when the allocated portion of the Monthly Deduction is taken from
the Sub-Account, a loan is made, an amount is transferred from the
Sub-Account, or a withdrawal, including the withdrawal charge, is
taken from the Sub-Account.

A Sub-Account's accumulation unit value varies to reflect the
investment experience of the underlying Fund, and may increase or
decrease from one Valuation Date to the next. The accumulation unit
value for each Sub-Account was arbitrarily set at $10 when the
Sub-Account was established. For each Valuation Period after the
date of establishment, the accumulation unit value is determined by
multiplying the value of an accumulation unit for a Sub-Account for
the prior valuation period by the net investment factor for the
Sub-Account for the current valuation period.

The net investment factor is an index used to measure the investment
performance of a Sub-Account from one Valuation Period to the next.
It is based on the change in net asset value of the Fund shares held
by the Sub-Account, and reflects any dividend or capital gain
distributions on Fund shares and the deduction of the daily
mortality and expense risk charge (see page 15).

(b) Furnish a specimen schedule showing the components of the offering price
of the trust's securities as at the latest practicable date.

Not applicable.

(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters,
state the nature and amount of such variation and indicate the person or
classes of persons to whom such offering is made.

The Minimum Monthly Premium payment is calculated for each Policy
based on the age, sex and rate class of the Insured, the requested
Face Amount and any supplemental and/ or rider benefits. The Minimum
Monthly Premium payment for the Policy generally will be less than
the monthly amount of planned periodic premium payments paid. This
guarantee does not prevent the termination of the Policy if the Net
Cash Surrender value becomes insufficient because of excessive
Policy Debt. The Minimum Monthly Premium Guarantee does not apply to
Policies covering Insureds with an Issue Age of 70 or above.

45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.

Not applicable.

REDEMPTION VALUATION OF SECURITIES OF THE TRUST

46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued
by the trust:

(1) The source of quotations used to determine the value of portfolio
securities.

SEE Item 44(a).

(2) Whether opening, closing, bid, asked or any other price is used.

SEE Item 44(a).

(3) Whether price is as of the day of sale or as of any other time.

31
<PAGE>
As of the day a request for surrender is received.

(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).

SEE Item 44(a) and 18(c).

(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:

SEE Item 10(c).

(6) Whether adjustments are made for fractions. Not applicable.

Not applicable.

(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest practicable
date.

Not applicable.

PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS

47. Furnish a statement as to the procedure with respect to the maintenance of a
position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in underlying securities from
security holders who exercise redemption or withdrawal rights and the sale
of such underlying securities and interests in the underlying securities to
other security holders. State whether the method of valuation of such
underlying securities or interests in underlying securities differs from
that set forth in Items 44 and 46. If any item of expenditure included in
the determination of the valuation is not or may not actually be incurred or
expended, explain the nature of such item and who may benefit from the
transaction.

Protective Life will maintain a position in each fund's shares by
purchasing such shares at net asset value in connection with the Net
Premiums allocated to the Separate Account in accordance with
instructions from its Policy Owners, and Protective Life will redeem
fund shares at net asset value to meet Policy obligations.

V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Furnish the following information as to each trustee or custodian of the
trust:

(a) Name and principal business address.

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

(b) Form of organization.

The custodian is a stock life insurance company wholly owned by
Protective Life Corporation.

The custodian was organized under the laws of the state of
Tennessee.

32
<PAGE>
(d) Name of governmental supervising or examining authority.

Protective Life is subject to regulation by the Department of
Insurance of the State of Tennessee, which periodically examines the
financial condition and operations of Protective Life. Protective
Life is also subject to the insurance laws and regulations of all
jurisdictions where it does business. The Policy described in this
prospectus has been filed with and, where required, approved by,
insurance officials in those jurisdictions where it is sold.

49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state the
unearned amount.

Not applicable.

50. State whether the trustee or custodian or any other person has or may create
a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.

The Separate Account is currently divided into a number of
Divisions. Each Division invests exclusively in shares of a single
underlying Fund. Both realized and unrealized gains or losses and
income from the assets of each Division of the Separate Account are
credited to or charged against that Division without regard to
income, gains, or losses from any other Division of the Separate
Account or from any other business Protective Life may conduct.

Obligations to Policy Owners and Beneficiaries that arise under the
Policy are obligations of Protective Life. Protective Life owns the
assets of the Separate Account. Those assets will only be used to
support variable life insurance contracts and for any other purposes
permitted by applicable laws and regulations. The portion of the
assets of the Separate Account equal to the reserves and other
contract liabilities with respect to the Separate Account will not
be charged with liabilities that arise from any other business
Protective Life may conduct. Protective Life may, however, transfer
from the Separate Account to its general account assets that exceed
the reserves and other contract liabilities in respect of the
Separate Account.

VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES

51. Furnish the following information with respect to insurance of holders of
securities:

(a) The name and address of the insurance company.

The name and address of Protective Life are set forth in Item 2.

(b) The types of Policies and whether individual or group Policies.

The Policy is a flexible premium variable and fixed life insurance
contract, which is issued on an individual basis.

Protective Life deducts a daily charge from assets in the
Sub-Accounts attributable to the Policies. This charge does not
apply to Fixed Account assets attributable to the Policies. The
current charge is at an annual rate of 0.90% of net assets, and is
guaranteed not to increase for the duration of a Policy. The Company
may realize a profit from this charge.

33
<PAGE>
(d) The coverage of the Policies.

SEE Paragraph (c) of this Item. The minimum Face Amount is stated in
the Policy. Life insurance proceeds will be reduced by any
outstanding indebtedness and any due and unpaid charges.

(e) The Beneficiaries of such Policies and the uses to which the proceeds of
Policies must be put.

The recipient of the benefits of the insurance undertakings
described in Items 10(i) and 51(c) is either the Policy Owner or the
Beneficiary specified in the Policy. There are no restrictions on
the use of the proceeds other than those established by the Policy
Owner.

(f) The terms and manners of cancellation and of reinstatement.

The insurance undertakings described in Item 51(c) are an integral
part of the Policy and may not be terminated while the Policy
remains in effect.

(g) The method of determining the amount of premiums to be paid by holders
of securities.

SEE Item 13(a) for the amount of charges imposed. See Items 10(d),
10(i) and 44(c) for the manner in which the premium is determined.

(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.

Not applicable.

(i) Whether any person other than the insurance company receives any part of
such premiums, the name of each such person and the amounts involved, and
the nature of the services rendered therefor.

No person other than Protective Life receives any part of the
amounts deducted for assumption of mortality and expense risks.

(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.

None.

VII.
POLICY OF REGISTRANT

52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection by
which particular portfolio securities must or may be eliminated from
assets of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be employed
in connection with such selection, elimination or substitution, state
the name of such person, the nature of any affiliation to the depositor,
trustee or custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any particular person
is not designated in the indenture or agreement, describe briefly the
method of selection of such person.

SEE Items 10(g) and 10(h) as regards Protective Life's right to
substitute any other investment for shares of any Fund.

(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith.

Not applicable.

34
<PAGE>
(c) Describe the Policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:

(1) the grounds for elimination and substitution;

(2) the type of securities which may be substituted;

(3) whether the acquisition of such substituted security or securities
would constitute the concentration of investment in a particular
industry or group of industries or would conform to a Policy of
concentration of investment in a particular industry or group of
industries;

(4) whether such substituted securities may be the securities of another
investment company; and

(5) the substance of the provisions of any indenture or agreement which
authorize or restrict the Policy of the registrant in this regard.

SEE Items 10(g) and 10(h).

(d) Furnish a description of any Policy (exclusive of Policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter of
fundamental contract and which is elected to be treated as such.

None.

53. (a) State the taxable status of the trust.

Protective Life is taxed as a life insurance company. The Separate
Account is not a separate taxable entity; its operations form a part
of the Company. Hence, the Separate Account will not be taxed
separately as a "regulated investment company" under subchapter M of
the Internal Revenue Code.

(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualifications during the current taxable year.

Not applicable.

SEE Item 53(a).

VIII.
FINANCIAL AND STATISTICAL INFORMATION

54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.

Not applicable.

55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.

Not applicable.

56. If the trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith in
respect of certificates sold during each period, the following information
for each fully paid type and each installment payment type of periodic
payment plan certificate currently being issued by the trust.

Not applicable.

35
<PAGE>
57. If the trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith the
following information for each installment payment type of periodic payment
plan certificate currently being issued by the trust.

Not applicable.

58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.

Not applicable.

59. Financial Statements:

FINANCIAL STATEMENTS OF THE TRUST

The Trust has not yet commenced operations and, therefore, financial
statements are not available at this time.

FINANCIAL STATEMENTS OF THE DEPOSITOR

The financial statements of Protective Life Insurance Company will be
provided in a Pre-Effective Amendment to the Registration Statement on
Form S-6.

36
<PAGE>
IX.
EXHIBITS

A. Furnish the most recent form of the following as amended to date and
currently in effect:

(1) The indenture or agreement under the terms of which the Trust was
organized or issued securities.*/

(2) The indenture or agreement pursuant to which the proceeds of payments of
securities are held by the custodian or trustee, if such indenture or
agreement is not the same as the indenture or agreement referred to in
paragraph (1).**/

(3) Distributing contracts:

(a) Agreements between the Trust and principal underwriter or between
the depositor and principal underwriter.*/

(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.***/

(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreement set forth in
paragraphs (1), (2) and (3) with respect to the Trust or its
securities.***/

(5) The form of each type of security.*/

(6) The certificate of incorporation or other instrument of organization and
by-laws of the depositor.*/

(7) Any insurance policy between the Trust and the insurance company or
between the depositor and the insurance company, together with the table
of insurance premiums.**/

(8) Any agreement between the Trust or the depositor concerning the Trust
with the issuer, depositor, principal underwriter or investment adviser
of any underlying investment company or any affiliated person of such
persons.*/

(9) All other material policies not entered into in the ordinary course of
business of the Trust or of the depositor concerning the Trust.***/

(10) Form of application for a periodic payment plan certificate.*/

B. Furnish copies of each of the following:

(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.

Not applicable.

(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which have
heretofore been filed with the Commission pursuant to the Act.

Not applicable.

C. Furnish the name and address of each dealer to or through whom any principal
underwriter currently offering securities of the Trust, distributed
securities of the Trust during the last fiscal year covered by the financial
statements filed herewith.

Not applicable.

- --------------------------
*/ To be filed as an exhibit to the Pre-Effective Amendment to Registrant's
registration statement for the Policies on Form S-6.
**/ Not applicable.
***/ If applicable, will be filed as an exhibit to the Pre-Effective Amendment
to Registrant's registration statement for the Policies on Form S-6.

37
<PAGE>
Pursuant to the requirements of the Investment Company Act of 1940, the
Protective Life Insurance Company on behalf of the Protective Variable Life
Separate Account has caused this registration statement to be duly signed in the
City of Birmingham, and the State of Alabama on the 3rd day of August, 1995.

[Seal]

PROTECTIVE VARIABLE LIFE SEPARATE
ACCOUNT
(Name of Registrant)

PROTECTIVE LIFE INSURANCE COMPANY
(Name of Depositor)

By: /s/ John D. Johns

-----------------------------------
Name: John D. Johns
Title: Executive Vice President

Attest: /s/ John K. Wright
--------------------------------
Name

Title: Secretary
---------------------------------