SUPPLEMENT DATED FEBRUARY 25, 1998
                                       TO
                          PROSPECTUS DATED MAY 1, 1997
                                       FOR
                      MODIFIED GUARANTEED ANNUITY CONTRACTS
                   ISSUED BY PROTECTIVE LIFE INSURANCE COMPANY

                                    ROTH IRAS

                  Recently  enacted  Section 408A of the Code  permits  eligible
individuals  to  contribute  to a type of IRA known as a "Roth  IRA."  Roth IRAs
differ  from other  IRAs in several  respects.  Among the  differences  is that,
although   contributions   to  a  Roth  IRA  are  not   deductible,   "qualified
distributions" from a Roth IRA will be excludable from income. Additionally, the
eligibility and mandatory  distribution  requirements  for Roth IRAs differ from
non-Roth IRAs.

                  CONTRIBUTIONS:  The maximum amount of contributions  allowable
for  any  taxable  year to all  Roth  IRAs  maintained  for an  individual  (the
"contribution limit") generally is the lesser of $2,000 and 100% of compensation
for the taxable  year.  The  contribution  limit is reduced by the amount of any
deductible and  non-deductible  contributions to a non-Roth IRA. For individuals
who file a joint return and receive less  compensation for the taxable year than
their spouse, special rules apply.

                  For taxpayers with adjusted gross incomes in excess of certain
limits  no  contribution  (or  only a  reduced  contribution)  to a Roth  IRA is
allowed.  For married  individuals filing a joint return, the contribution limit
is phased out for adjusted gross income between $150,000 and $160,000.  (Special
rules  apply  to  married  individuals  filing  separate  returns.)  For  single
individuals,  the  contribution  limit is phased out for adjusted  gross incomes
between $95,000 and $110,000.

                  ROLLOVERS:  A rollover may be made to a Roth IRA only if it is
a "qualified rollover  contribution." A "qualified  rollover  contribution" is a
rollover  contribution  to a Roth IRA from  another  Roth IRA or from a non-Roth
IRA, but only if such rollover  contribution meets the rollover requirements for
IRAs under section 408(d)(3) of the Code. In addition, a transfer may be made to
a Roth IRA directly from another Roth IRA or from a non-Roth  IRA.  Persons with
adjusted  gross  incomes in excess of  $100,000  or who are  married  and file a
separate return are not eligible to make a qualified rollover  contribution or a
transfer in a taxable year from a non-Roth IRA to a Roth IRA.

                  In the case of a qualified rollover contribution or a transfer
from a non-Roth IRA to a Roth IRA,  any portion of the amount  rolled over which
would be  includible  in gross  income were it not part of a qualified  rollover
contribution  or a  nontaxable  transfer  will be  includible  in gross  income.
However,  the 10 percent penalty tax on premature  distributions  generally will
not apply.  If such a rollover occurs before January 1, 1999, any portion of the
amount  rolled over which is  required  to be  included in gross  income must be
included  ratably over the 4-taxable year period beginning with the taxable year
in which the rollover is made.



28889v3




                  CONVERSIONS:  All or part of amounts in a non-Roth  IRA may be
converted  into a Roth IRA.  Such a  conversion  can be made  without  taking an
actual  distribution  from  the  IRA.  For  example,  an  individual  may make a
conversion by notifying the IRA issuer or trustee,  whichever is applicable. The
conversion  of an IRA to a Roth  IRA is a  special  type of  qualified  rollover
distribution.  Hence,  the IRA participant  must be eligible to make a qualified
rollover  distribution  in order to convert  an IRA to a Roth IRA. A  conversion
typically  will result In the inclusion of some or all of the IRA value in gross
income, as described above.

                  UNDER SOME CIRCUMSTANCES, IT MAY NOT BE ADVISABLE TO ROLLOVER,
TRANSFER,  OR CONVERT  ALL OR PART OF A NON-ROTH  IRA TO A ROTH IRA.  WHETHER AN
OWNER  SHOULD  DO SO  WILL  DEPEND  ON THE  IRA  OWNER'S  PARTICULAR  FACTS  AND
CIRCUMSTANCES,  INCLUDING, BUT NOT LIMITED TO, SUCH FACTORS AS WHETHER THE OWNER
IS  QUALIFIED  TO MAKE SUCH A  ROLLOVER,  TRANSFER,  OR  CONVERSION,  HIS OR HER
FINANCIAL SITUATION,  AGE, CURRENT AND FUTURE INCOME NEEDS, YEARS TO RETIREMENT,
CURRENT AND FUTURE TAX RATES, AND ABILITY AND DESIRE TO PAY CURRENT INCOME TAXES
WITH  RESPECT  TO  AMOUNTS  ROLLED  OVER,  TRANSFERRED,  OR  CONVERTED.  PERSONS
CONSIDERING A ROLLOVER,  TRANSFER,  OR CONVERSION SHOULD CONSULT A QUALIFIED TAX
ADVISOR.

                  QUALIFIED  DISTRIBUTIONS:  Any "qualified distribution" from a
Roth IRA is  excludible  from gross  income.  A  "qualified  distribution"  is a
payment or distribution which satisfies two requirements.  First, the payment or
distribution must be (a) made after the Owner attains age 59 1/2, (b) made after
the  Owner's  death,  (c)  attributable  to the Owner being  disabled,  or (d) a
qualified  firsttime  homebuyer  distribution  within  the  meaning  of  section
72(t)(2)(F) of the Code.  Second,  the payment or distribution must be made in a
taxable  year that is at least five years after (a) the first  taxable  year for
which a contribution  was made to any Roth IRA established for the Owner, or (b)
in the case of a payment  or  distribution  properly  allocable  to a  qualified
rollover  contribution  from a non-Roth IRA (or income allocable  thereto),  the
taxable year in which the rollover contribution was made.

                  NONQUALIFIED  DISTRIBUTIONS:  A  distribution  from a Roth IRA
which is not a qualified distribution is generally taxed in the same manner as a
distribution from non-Roth IRAs. However, such a distribution will be treated as
made  first  from  contributions  to  the  Roth  IRA  to the  extent  that  such
distribution,  when added to all previous  distributions from the Roth IRA, does
not exceed the aggregate amount of contributions to the Roth IRA. Generally, all
Roth IRAs are aggregated to determine the tax treatment of distributions.

                  MANDATORY  DISTRIBUTIONS:  Distributions  from a Roth IRA need
not  commence  at age 70 1/2.  However,  if the Owner  dies  before  the  entire
interest in a Roth IRA is  distributed,  any remaining  interest in the Contract
must be  distributed  by December 31 of the calendar year  containing  the fifth
anniversary of the Owner's death, subject to certain exceptions.