UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                RULE 24f-2 NOTICE
                                       FOR
                  PROTECTIVE VARIABLE ANNUITY SEPARATE ACCOUNT
                  --------------------------------------------

                             2801 HIGHWAY 280 SOUTH
                            BIRMINGHAM, ALABAMA 35223
                            -------------------------

                           Variable Annuity Contracts
                           --------------------------

                                File No. 33-70984
                                         --------


1.   Fiscal year for which Notice is filed:       Year ended December 31, 1994
                                                  ----------------------------
2.   Amount of separate account securities which had been registered
     under the Securities Act of 1933 other than pursuant to Rule 24f-2,
     but which remained unsold at the beginning of such fiscal year       None
                                                                          ----
3.   Amount of separate account securities, if any, registered during
     such fiscal year other than pursuant to Rule 24f-2:                  None
                                                                          ----
4.   Amount of separate account securities sold during such
     fiscal year:                                            171,088,593.94 (a)
                                                             --------------
5.   Amount of separate account securities sold during such
     fiscal year in reliance upon registration pursuant to
     Rule 24f-2:                                             171,088,593.94
                                                             --------------
6.   The required opinion of counsel is attached hereto.

     (a)  The actual amount of amount of separate account securities which were
          sold was $171,088,593.94. During the fiscal year ended December 31,
          1994 the amount of separate account securities redeemed by the
          Registrant was $611,909.17. Pursuant to Rule 24f-2, the registration
          fee with respect to the amount of separate account securities sold due
          is $58,785.06.

Dated:    February 27, 1995
          -----------------

          PROTECTIVE VARIABLE ANNUITY SEPARATE ACCOUNT

          By: /s/ Lizabeth R. Nichols
             ---------------------------------
                  Lizabeth R. Nichols, Esquire



                    [Protective Life Corporation Letterhead]


                                February 27, 1995

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


Gentlemen:


     With respect to the registration of an indefinite amount of securities in
the form of certain deferred variable annuity contracts (the "Contracts") on
Form N-4 (file no. 33-70984) under the Securities Act of 1933, as amended, and
the notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, by which the registration under the Securities Act of 1933 of
$171,088,593.94 in such securities (the "Securities") sold during 1994 was made
definite.  I have examined such documents and such law as I considered necessary
and appropriate, and on the basis of such examination, it is my opinion that:

     1.   The Company is a corporation duly organized and validly existing as a
          stock life insurance company under the laws of the State of Tennessee
          and is duly authorized by the Department of Commerce and Insurance of
          the State of Tennessee to issue the Contracts.

     2.   The Account is a duly authorized and existing separate account
          established pursuant to the provisions of Section 53-3-501 of the
          Tennessee Code.

     3.   To the extent so provided under the Contracts, that portion of the
          assets of the account equal to the reserves and other contract
          liabilities with respect to the Account will not be chargeable with
          liabilities arising out of any other business that the Company may
          conduct.

     4.   The Contracts, when issued as contemplated by the Form N-4
          registration statement, will constitute legal, validly issued and
          binding obligations of the Company.



Protective Life Insurance Company
February 27, 1995
Page 2


     I hereby consent to the filing of this opinion as an exhibit to the
Account's notice pursuant to Rule 24f-2.

                                             Sincerely,

                                             /s/ Lizabeth Reynolds Nichols

                                             Lizabeth Reynolds Nichols, Esq.
                                             Vice President,
                                             Senior Associate Counsel