PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
497, 1999-07-02
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                        SUPPLEMENT dated July 1, 1999 to
                        PROSPECTUS dated May 1, 1999 for
                          Protective Life's Premiere II
                   issued by Protective Life Insurance Company


Protective Life Insurance  Company has revised the surrender charge  (contingent
deferred  sales charge)for the Premiere II individual  flexible premium
variable and fixed life insurance policy by shortening  the surrender charge
period and reducing the surrender charges in certain years . The following
revisions to the prospectus reflect these changes.

On page 7, the third bullet point under the "CASH BENEFITS"  section is replaced
in its entirety by the following language:
         The Policy  may be  surrendered  in full at any time for its  Surrender
         Value.  A declining  deferred  sales  charge per $1,000 of Initial Face
         Amount is assessed on surrenders during the first 10 Policy Years.
         See "Surrender Charge (Contingent Deferred Sales Charge)" page 30.

On page 30,  under the caption  "Surrender  Charge  (Contingent  Deferred  Sales
Charge)," the first and second  paragraphs are replaced in their entirety by the
following language:
                If the Policy is  surrendered,  or if the Initial Face Amount is
         reduced, through the first ten Policy Years, a surrender charge will be
         deducted  from the Policy  Value 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 Value is
         paid.

                The surrender charge varies depending on Issue Age, sex and rate
         classification  of the  Insured  and  is  set  forth  in  your  Policy.
         Representative  surrender charges per $1,000 of Initial Face Amount for
         the first Policy Year for an Insured male  non-smoker at each specified
         Issue Age are set forth below.  The surrender charge decreases over the
         ten-year period.  For a decrease in the Initial Face Amount, the charge
         shown is per $1,000 of decrease.

Also on Page 30, under the caption "Surrender Charge (Contingent  Deferred Sales
Charge)," the sentence after the Table is replaced by the following language:
                After the 10th Policy Year, there is no surrender charge for the
Initial Face Amount.

       On  page  31,  in the  "Surrender  Charges"  section  of the  table,  the
information under "Policy" is replaced by the following language:
                A declining  deferred  sales  charge per $1,000 of Initial  Face
         Amount is assessed during the first 10 Policy Years.

       The  revisions to the surrender  charge also affect the surrender  values
illustrated  on  pages  34  through  41  of  the  prospectus.   For  an  updated
Illustration of Policy Values, please consult your Registered Representative.



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