By EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549-0305

On behalf of Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life"), we are writing to respond to the comments of the Staff of the Commission, with respect to the above referenced Registration Statement (the "Registration Statement"), in the letter dated December 24, 2008 (the "Comment Letter"), addressed to Deborah J. Long, Esq., Senior Vice President, Secretary and General Counsel of Protective Life. The bold numbered paragraphs and headings below are taken from the Comment Letter, and Protective Life's responses to each such comment follow in plain text.

Protective Life is filing, via EDGAR, Amendment No. 1 ("Amendment No. 1") to the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 1, as well as two copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement. Page references in the responses below are to Amendment No. 1. Terms used herein but not otherwise defined will have the meanings set forth in Amendment No. 1.

Protective Life hereby confirms that Protective Life and each issuing entity previously established, directly or indirectly, by Protective Life or any affiliate of Protective Life have been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class as the notes registered under the Registration Statement. Protective Life respectfully advises the Staff that none of its affiliates have offered a class of asset-backed securities involving the same class of assets as this offering. Protective Life has supplementally attached hereto as Annex I a list of CIK codes and Commission file numbers for each issuing entity that has offered a class of asset-backed securities involving the same asset class as the securities registered on the Registration Statement under Protective Life's existing secured notes programs (File Nos. 333-100944 and 333-126757) (the "Existing Programs") Annex I also includes the CUSIP numbers, issuance dates and maturity dates for the notes issued by such issuing entities.

Protective Life hereby confirms that all material terms to be included in the finalized agreements will also be disclosed in the applicable final Rule 424(b) prospectus, or that finalized agreements will be filed simultaneously with or prior to the applicable final prospectus.

Protective Life hereby confirms that it will file unqualified legal and tax opinions in connection with each takedown.

Consistent with the response to Staff comment 2 above, Protective Life hereby confirms that it plans to file the finalized agreements, including the exhibits to these agreements, as an exhibit to the Registration Statement or under cover of Form 8-K and incorporated by reference into the Registration Statement prior to or at the time of each takedown or alternatively that all the material terms will have already been disclosed in the applicable final Rule 424 prospectus.

In response to the Staff's comment, Protective Life informs the Staff that, consistent with past practice in connection with the Existing Programs, each issuing entity will file an annual report from each party participating in the servicing functions on assessment of compliance with servicing criteria for asset-backed securities as well as an attestation report from an independent registered public accounting firm pursuant to Exchange Act Rule 15d-18 and Item 1122 of Regulation AB as exhibits to such issuing entity's annual reports on Form 10-K to the extent such issuing entities are required to file such reports.

In response to the Staff's comment, Protective Life has filed the forms of pricing supplements as exhibits 99.1 and 99.2 to Amendment No. 1.

Protective Life respectfully advises the Staff that the Registration Statement contains all information that is required to be included therein and omits only specific pricing terms as permitted by Rule 430A and information that is not currently known or reasonably available to Protective Life as permitted by Rules 409 and 430B. Such omitted information will be included in pricing supplements or prospectus supplements relating to each series of notes filed pursuant to Rule 424(b), and the filing date of a prospectus containing information omitted from a prospectus in reliance on Rule 430B shall be deemed a new effective date of the part of the registration statement relating to the securities to which such form of Rule 424(b) prospectus relates. Protective Life advises the Staff that the terms noted in the bullet points above should be considered pricing information or information that is not currently known or reasonably available to Protective Life for the reasons indicated in the corresponding paragraphs below.

Additional terms of the notes may be pricing information or information that is not currently known or reasonably available to Protective Life. In the course of establishing the pricing terms of a series of notes, potential investors, in particular institutional investors making reverse inquiries, may request terms of a series of notes that do not conflict with the indenture or otherwise result in the creation of a new class of securities that must be registered by a new registration statement or post-effective amendment, but are not variable terms that are typically subject to change in each offering. Such additional terms of the notes could affect the rate of interest that the issuing trust would have to pay on the relevant notes. Examples include payment of additional amounts in respect of withholding taxes, which is not typically a variable term but is noted as a possibility in the Registration Statement. A pricing supplement may also specify a paying agent other than the indenture trustee or information about the agents for the offering.

Protective Life respectfully advises the Staff that each prospectus supplement included in the Registration Statement includes a section captioned "Material U.S. Federal Income Tax Considerations" that describes certain federal income tax considerations relevant to holders of notes sold pursuant to such prospectus supplement, and accordingly such sections will be included in the Registration Statement at the time it becomes effective. In addition, a description of certain additional federal tax considerations may be pricing information or information that is not currently known or reasonably available to Protective Life because additional or different tax disclosure could be required in certain circumstances, such as in the case of a series of notes with maturities of greater than 30 years, the issuance of which is noted as a possibility in the Registration Statement. Such federal income tax considerations could affect the rate of interest that the issuing trust would have to pay on the relevant notes.

Additional events of default may be pricing information or information that is not currently known or reasonably available to Protective Life. In the course of establishing the pricing terms of a series of notes, potential investors, in particular institutional investors making reverse inquiries, may request additional events of default. Additional events of default affect the rate of interest that the issuing trust would have to pay on the relevant notes. Each additional event of default increases the investors'

protection against non-performance by the issuing trust. As such, the issuing trust may be able to pay a lower rate of interest on the relevant notes.

A different use of proceeds is information that is not currently known or reasonably available to Protective Life because Protective Life may have as yet unknown funding needs in the future that require it to issue notes to raise proceeds for a use or uses other than that described in the base prospectus. Protective Life notes that it is common market practice for S-3 registrants to provide a use of proceeds in a base prospectus that includes a proviso that a different use of proceeds may be provided in a prospectus supplement or pricing supplement for a specific offering.

In response to the Staff's comment, Protective Life has removed all uses of the first person to refer to Protective Life. Protective Life has revised the disclosure under the caption "Forward Looking Information" in the base prospectus and both prospectus supplements to prominently indicate that the Private Securities Litigation Reform Act is not available to the issuing entities and to clarify the references to Protective Life's 10-K.

Protective Life respectfully advises the Staff that the descriptions of material agreements and the program in the base prospectus are supplemented by the applicable prospectus supplement filed as part of the Registration Statement, and will be further supplemented by a pricing supplement or prospectus supplement in connection with each offering. The base prospectus describes only the general terms of the agreements and the program. The prospectus supplements filed as part of the Registration Statement, which are specific to offerings of InterNotes to retail investors or medium-term notes to institutional or retail investors, provide further detailed information applicable to the offerings. Protective Life believes that the base prospectus when taken together with the applicable prospectus supplement as further supplemented by a pricing supplement or prospectus supplement relating to a particular series of notes will provide a complete summary of the material terms of each agreement and of the securities being offered. Protective Life believes that it would be misleading to tell investors that the base prospectus is a complete summary of the material agreements or the program.

In response to the Staff's comment, Protective Life has revised the risk factor captioned "There may not be any trading market for your notes; many factors affect the trading and market value of your notes" in the base prospectus and directs the Staff's attention to the references to current market conditions in the risk factor captioned "An increase in market rates could result in a decrease in the value of any notes bearing interest at a fixed rate" in the base prospectus. Protective Life advises the Staff that the potential impact to Protective Life due to the current economic climate is discussed under Part II, Item 1A. Risk Factors ("Item 1A.") in Protective Life's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, which report is incorporated by reference in the Registration Statement, under the captions "The Company's investments are subject to market and credit risks. These risks could be heightened during periods of extreme volatility or disruption in financial and credit markets", "Credit market volatility or disruption could adversely impact the Company's financial condition or results from operations", "Disruption of the capital and credit markets could negatively affect the Company's ability to meet its liquidity needs" and "There can be no assurance that the actions of the U.S. Government or other governmental and regulatory bodies for the purpose of stabilizing the financial markets will achieve the intended effect." A copy of Item 1A. is attached hereto as Annex II.

Consistent with the response to Staff comment 9 above, Protective Life respectfully advises the Staff that the Description of the Notes in the base prospectus is supplemented by the applicable prospectus supplement filed as part of the Registration Statement, and will be further supplemented by a pricing supplement or prospectus supplement in connection with each offering. The base prospectus describes only the general terms of the notes to be offered under the Registration Statement. The prospectus supplements filed as part of the Registration Statement, which are specific to offerings of InterNotes to retail investors or medium-term notes to institutional or retail investors, provide further detailed information applicable to each series of notes. Protective Life believes that the base prospectus when taken together with the applicable prospectus supplement as further supplemented by a pricing supplement or prospectus supplement relating to a particular series of notes will provide a complete summary of the material terms of each series of notes being offered. Protective Life believes that it would be misleading to tell investors that the base prospectus is a complete summary of the material terms of the notes.

Protective Life hereby confirms that any interest rate will be based on an index customarily used to measure interest in debt transactions and will not be an index based on securities or commodities prices.

Protective Life respectfully advises the Staff that there are no arrangements to have the ratings monitored while the securities are outstanding. Protective Life also respectfully advises the Staff that while the expected credit ratings for the notes are disclosed in the Registration Statement, the credit ratings for each series of notes will be disclosed in the relevant pricing supplement or prospectus supplement, and the issuance and sale of the notes is not conditioned on the assignment of a rating by one or more rating agencies.

In response to the Staff's comment, Protective Life has revised the undertakings.

In response to the Staff's comment, Protective Life has clarified, at the beginning of each section, that the disclosure is not merely a discussion, but in fact represents the opinion of Protective Life's counsel as to the material tax consequences of an investment in the notes. Protective Life respectfully advises the Staff that Protective Life intends to file an opinion of tax counsel as Exhibit 8.1 in an amendment to the Registration Statement.

If you have any questions regarding this letter, please do not hesitate to call Matthew E. Kaplan at (212) 909 7334 or Andrew P. Hughes at (212) 909 6079.

PROTECTIVE LIFE SECURED TRUSTS

Trust	Cusip		CIK		Commission File No.		Issue Date		Maturity Date
Registration File No.: 333-100944
2003-1		74367FAA6		0001285169		333-100944-02		11/24/03		11/24/08
2004-1		74367CAA3		0001285494		333-100944-03		01/15/04		01/15/10
2004-2		74367CAB1		0001285495		333-100944-04		01/15/04		01/15/19
2004-3		74367CAC9		0001285498		333-100944-05		01/15/04		01/15/29
2004-4		74367CAD7		0001285499		333-100944-06		01/23/04		01/15/09
2004-5		74367CAE5		0001285501		333-100944-07		01/23/04		01/15/19
2004-6		74367CAF2		0001285502		333-100944-08		01/29/04		01/15/11
2004-8		74367CAH8		0001285503		333-100944-09		02/26/04		08/15/10
2004-9		74367CAJ4		0001285504		333-100944-10		02/26/04		02/15/20
2004-10		74367CAK1		0001285506		333-100944-11		03/04/04		03/15/11
2004-11		74367CAL9		0001285507		333-100944-12		03/04/04		03/15/29
2004-12		74367CAM7		0001285508		333-100944-13		03/11/04		03/15/10
2004-13		74367CAN5		0001285509		333-100944-14		03/11/04		03/15/24
2004-14		74367CAP0		0001285510		333-100944-15		03/18/04		03/15/11
2004-15		74367CAQ8		0001285511		333-100944-16		03/18/04		03/15/20
2004-16		74367CAR6		0001285512		333-100944-17		03/25/04		03/15/14
2004-17		74367CAS4		0001285513		333-100944-18		03/25/04		03/15/24
2004-7		74367CAG0		0001285517		333-100944-19		01/29/04		01/15/15
2004-19		74367CAU9		0001285658		333-100944-20		04/01/04		04/15/18
2004-18		74367CAT2		0001285661		333-100944-21		04/01/04		04/15/09
2004-A		74367FAB4		0001286060		333-100944-22		04/07/04		04/01/11
2004-21		74367CAW5		0001286305		333-100944-23		04/08/04		04/15/19
2004-20		74367CAV7		0001286306		333-100944-24		04/08/04		10/15/12
2004-23		74367CAY1		0001287008		333-100944-25		04/15/04		04/15/14
2004-22		74367CAX3		0001287009		333-100944-26		04/15/04		07/15/10
2004-25		74367CBA2		0001287928		333-100944-27		04/22/04		04/15/19
2004-24		74367CAZ8		0001287929		333-100944-28		04/22/04		04/15/13
2004-27		74367CBC8		0001290906		333-100944-29		05/20/04		05/15/29
2004-26		74367CBB0		0001290935		333-100944-30		05/20/04		05/15/12
2004-28		74367CBD6		0001291723		333-100944-31		05/27/04		05/15/12
2004-29		74367CBE4		0001291727		333-100944-32		05/27/04		05/15/29
2004-30		74367CBF1		0001293273		333-100944-33		06/10/04		06/15/10
2004-31		74367CBG9		0001293274		333-100944-34		06/10/04		06/15/24
2004-32		74367CBH7		0001295966		333-100944-35		07/01/04		07/15/10
2004-33		74367CBJ3		0001295967		333-100944-36		07/01/04		07/10/12
2004-34		74367CBK0		0001296535		333-100944-37		07/09/04		01/15/11
2004-35		74367CBL8		0001296536		333-100944-38		07/09/04		07/10/12
2004-B		74367FAC2		0001296865		333-100944-39		07/14/04		04/13/07
2004-37		74367CBN4		0001297785		333-100944-40		07/22/04		07/10/12
2004-36		74367CBM6		0001297786		333-100944-41		07/22/04		04/15/11
2004-38		74367CBP9		0001300729		333-100944-42		08/19/04		08/10/14

PROTECTIVE LIFE SECURED TRUSTS

Trust	Cusip		CIK		Commission File No.		Issue Date		Maturity Date
2004-39		74367CBQ7		0001301976		333-100944-43		09/02/04		09/15/11
2004-40		74367CBR5		0001301977		333-100944-44		09/02/04		09/10/14
2004-C		74367FAD0		0001302952		333-100944-45		09/15/04		03/15/06
2004-41		74367CBS3		0001303025		333-100944-46		09/16/04		09/10/11
2004-43		74367CBU8		0001304527		333-100944-47		09/30/04		09/10/14
2004-42		74367CBT1		0001304536		333-100944-48		09/30/04		09/15/11
2004-D		74367FAE8		0001305038		333-100944-49		10/07/04		10/07/09
2004-45		74367CBW4		0001305226		333-100944-50		10/15/04		10/10/12
2004-44		74367CBV6		0001305229		333-100944-51		10/15/04		10/15/11
2004-47		74367CBY0		0001306401		333-100944-52		10/21/04		10/10/14
2004-46		74367CBX2		0001306402		333-100944-53		10/21/04		10/15/11
2004-49		74367CCA1		0001309522		333-100944-54		11/26/04		11/10/14
2004-48		74367CBZ7		0001309523		333-100944-55		11/26/04		11/15/11
2004-51		74367CCC7		0001310957		333-100944-56		12/09/04		12/15/24
2004-50		74367CCB9		0001310958		333-100944-57		12/09/04		12/10/11
2004-53		74367CCE3		0001312128		333-100944-58		12/23/04		12/15/29
2004-52		74367CCD5		0001312129		333-100944-59		12/23/04		12/10/14
2005-A		74367FAF5		0001314020		333-100944-60		01/14/05		01/14/08
2005-1		74367CCF0		0001314737		333-100944-61		01/21/05		01/15/13
2005-2		74367CCG8		0001314739		333-100944-62		01/21/05		01/10/15
2005-4		74367CCH6		0001319333		333-100944-63		03/03/05		03/15/20
2005-3		74367CCJ2		0001319334		333-100944-64		03/03/05		03/10/12
2005-5		74367CCK9		0001320763		333-100944-65		03/17/05		03/15/15
2005-6		74367CCL7		0001320764		333-100944-66		03/17/05		03/10/12
2005-7		74367CCM5		0001322056		333-100944-67		03/31/05		03/10/15
2005-9		74367CCP8		0001323533		333-100944-68		04/14/05		04/15/15
2005-8		74367CCN3		0001323534		333-100944-69		04/14/05		04/10/15
2005-10		74367CCQ6		0001324233		333-100944-70		04/21/05		05/10/10
2005-B		74367FAG3		0001327080		333-100944-71		05/18/05		05/16/08
2005-12		74367CCS2		0001328194		333-100944-72		05/26/05		05/10/12
2005-11		74367CCR4		0001328195		333-100944-73		05/26/05		05/15/15
2005-13		74367CCT0		0001328881		333-100944-74		06/03/05		06/15/10
2005-14		74367CCU7		0001329400		333-100944-75		06/09/05		06/10/12
2005-16		74367CCW3		0001330788		333-100944-76		06/23/05		06/15/17
2005-15		74367CCV5		0001330789		333-100944-77		06/23/05		06/10/15
2005-17		74367CCX1		0001332252		333-100944-78		07/08/05		07/15/17
2005-18		74367CCY9		0001333530		333-100944-79		07/21/05		07/15/17
2005-C		74367FAH1		0001335830		333-100944-80		08/11/05		08/16/10
Registration File No.: 333-126757
2005-19		74367CCZ6		0001338601		333-126757-01		09/15/05		09/15/13
2005-20		74367CDA0		0001339899		333-126757-02		09/29/05		09/15/14
2005-21		74367CDB8		0001341248		333-126757-03		10/14/05		10/15/14

PROTECTIVE LIFE SECURED TRUSTS

Trust	Cusip		CIK		Commission File No.		Issue Date		Maturity Date
2005-D		74367FAJ7		0001343435		333-126757-04		11/09/05		11/09/10
2005-22		74367CDC6		0001345048		333-126757-05		11/25/05		11/15/25
2005-23		74367CDD4		0001346049		333-126757-06		12/08/05		12/15/13
2005-24		74367CDE2		0001347344		333-126757-07		12/22/05		12/15/13
2006-2		74367CDG7		0001353234		333-126757-08		02/16/06		02/15/09
2006-3		74367CDH5		0001354679		333-126757-09		03/02/06		03/15/14
2006-4		74367CDJ1		0001356095		333-126757-10		03/16/06		03/15/15
2006-5		74367CDK8		0001357542		333-126757-11		03/30/06		03/15/12
2006-6		74367CDL6		0001358933		333-126757-12		04/13/06		04/15/16
2006-7		74367CDM4		0001363669		333-126757-13		05/25/06		05/15/18
2006-8		74367CDN2		0001365188		333-126757-14		06/08/06		06/15/11
2006-9		74367CDP7		0001365189		333-126757-15		06/08/06		06/15/17
2006-11		74367CDR3		0001366554		333-126757-16		06/22/06		06/15/17
2006-10		74367CDQ5		0001366555		333-126757-17		06/22/06		06/15/11
2006-12		74367CDS1		0001368191		333-126757-18		07/06/06		07/15/21
2006-14		74367CDU6		0001369105		333-126757-19		07/20/06		07/15/18
2006-13		74367CDT9		0001369106		333-126757-20		07/20/06		07/15/15
2006-16		74367CDW2		0001372862		333-126757-21		08/17/06		02/15/08
2006-15		74367CDV4		0001373457		333-126757-22		08/24/06		08/15/18
2006-17		74367CDX0		0001374591		333-126757-23		09/08/06		09/15/18
2006-18		74367CDY8		0001375755		333-126757-24		09/21/06		09/15/14
2006-19		74367CDZ5		0001377137		333-126757-25		10/05/06		10/15/26
2006-20		74367CEA9		0001378335		333-126757-26		10/19/06		10/15/14
2006-21		74367CEB7		0001382131		333-126757-27		11/30/06		11/15/15
2006-22		74367CEC5		0001383245		333-126757-28		12/14/06		12/15/16
2007-1		74367CED3		0001387373		333-126757-29		01/25/07		01/15/17
2007-2		74367CEE1		0001391293		333-126757-30		03/01/07		03/15/15
2007-3		74367CEF8		0001392903		333-126757-31		03/15/07		03/15/14
2007-4		74367CEG6		0001394461		333-126757-32		03/29/07		03/15/15
2007-5		74367CEH4		0001395974		333-126757-33		04/12/07		04/15/15
2007-A		74367FAK4		0001400735		333-126757-34		05/29/07		05/29/12
2007-6		74367CEJ0		0001401934		333-126757-35		06/07/07		06/15/14
2007-7		74367CEK7		0001401937		333-126757-36		06/07/07		06/15/16
2007-8		74367CEL5		0001402717		333-126757-37		06/14/07		06/15/23
2007-9		74367CEM3		0001403583		333-126757-38		06/21/07		06/15/23
2007-10		74367CEN1		0001404506		333-126757-39		06/28/07		06/15/27
2007-11		74367CEP6		0001405999		333-126757-40		07/12/07		07/15/27
2007-12		74367CEQ4		0001406883		333-126757-41		07/19/07		07/15/27
2007-13		74367CER2		0001409635		333-126757-42		08/16/07		08/15/27
2007-14		74367CES0		0001410252		333-126757-43		08/23/07		08/15/22
2007-B		74367FAL2		0001410568		333-126757-44		08/28/07		08/28/12
2007-15		74367CET8		0001411992		333-126757-45		09/13/07		09/15/17
2007-C		74367FAM0		0001412419		333-126757-46		09/18/07		09/17/10

PROTECTIVE LIFE SECURED TRUSTS

Trust	Cusip		CIK		Commission File No.		Issue Date		Maturity Date
2007-16		74367CEU5		0001412584		333-126757-47		09/20/07		09/15/27
2007-17		74367CEV3		0001413393		333-126757-48		09/27/07		09/15/19
2007-D		74367FAN8		0001413490		333-126757-49		09/28/07		09/28/12
2007-18		74367CEW1		0001413889		333-126757-50		10/04/07		10/15/19
2007-19		74367CEX9		0001414619		333-126757-51		10/12/07		10/15/19
2007-20		74367CEY7		0001419341		333-126757-52		11/29/07		11/15/19
2007-21		74367CEZ4		0001420072		333-126757-53		12/06/07		12/15/18
2007-22		74367CFA8		0001421470		333-126757-54		12/20/07		12/15/18
2008-A		74367FAP3		0001423738		333-126757-55		01/18/08		01/15/09
2008-B		74367FAQ1		0001423739		333-126757-56		01/18/08		01/15/10
2008-C		74367FAR9		0001423740		333-126757-57		01/18/08		01/18/11
2008-2		74367CFC4		0001423859		333-126757-58		01/17/08		01/15/09
2008-1		74367CFB6		0001424605		333-126757-59		01/25/08		01/15/18
2008-3		74367CFD2		0001427502		333-126757-60		02/22/08		02/15/13
2008-4		74367CFE0		0001428137		333-126757-61		02/28/08		02/15/14
2008-5		74367CFF7		0001428723		333-126757-62		03/06/08		03/15/13
2008-6		74367CFG5		0001429328		333-126757-63		03/13/08		03/15/13
2008-7		74367CFH3		0001429921		333-126757-64		03/20/08		03/15/13
2008-8		74367CFJ9		0001430577		333-126757-65		03/27/08		03/15/13
2008-9		74367CFK6		0001431125		333-126757-66		04/03/08		04/15/13
2008-10		74367CFL4		0001431748		333-126757-67		04/10/08		04/15/13
2008-11		74367CFM2		0001432265		333-126757-68		04/17/08		10/15/13
2008-12		74367CFN0		0001436086		333-126757-69		05/30/08		05/15/13
2008-13		74367CFP5		0001436571		333-126757-70		06/05/08		06/15/13
2008-14		74367CFQ3		0001437207		333-126757-71		06/12/08		06/15/12
2008-15		74367CFR1		0001437685		333-126757-72		06/19/08		06/15/12
2008-16		74367CFS9		0001438347		333-126757-73		06/26/08		06/15/11
2008-17		74367CFT7		0001438932		333-126757-74		07/03/08		07/15/11
2008-18		74367CFU4		0001439351		333-126757-75		07/10/08		07/15/12
2008-19		74367CFV2		0001439968		333-126757-76		07/17/08		07/15/12
2008-20		74367CFW0		0001443813		333-126757-77		08/27/08		08/15/33

The operating results of companies in the insurance industry have historically been subject to significant fluctuations. The factors which could affect the Company's future results include, but are not limited to, general economic conditions and the risks and uncertainties. In addition to the factors listed in the following paragraphs within this section and other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors and Cautionary Factors that may Affect Future Results in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect the Company's business, financial condition, or future results of operations.

A ratings downgrade or other negative action by a ratings organization could adversely affect the Company.

Various Nationally Recognized Statistical Rating Organizations ("rating organizations") review the financial performance and condition of insurers, including the Company, and publish their financial strength ratings as indicators of an insurer's ability to meet policyholder and contract holder obligations. These ratings are important to maintaining public confidence in the Company's products, its ability to market its products and its competitive position. A downgrade or other negative action by a ratings organization with respect to the financial strength ratings of the Company could adversely affect the Company in many ways, including the following: reducing new sales of insurance and investment products; adversely affecting relationships with distributors and sales agents; increasing the number or amount of policy surrenders and withdrawals of funds; requiring a reduction in prices for the Company's insurance products and services in order to remain competitive; and adversely affecting the Company's ability to obtain reinsurance at a reasonable price on reasonable terms or at all. A downgrade of sufficient magnitude could result in the Company being required to collateralize reserves, balances or obligations under reinsurance, funding, swap and securitization agreements. A downgrade of sufficient magnitude could also result in the termination of funding and swap agreements.

Rating organizations assign ratings based upon several factors. While most of the factors relate to the rated company, some of the factors relate to the views of the rating organization, general economic conditions and circumstances outside the rated company's control. In addition, rating organizations use various models and formulas to assess the strength of a rated company, and from time to time rating organizations have, in their discretion, altered the models. Changes to the models could impact the rating organizations' judgment of the rating to be assigned to the rated company. The Company cannot predict what actions the rating organizations may take, or what actions the Company may take in response to the actions of the rating organizations, which could adversely affect the Company.

The Company may be required to establish a valuation allowance against its deferred tax assets, which could materially adversely affect the Company's results of operations, financial condition and capital position.

Deferred tax assets refer to assets that are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized a deferred tax valuation allowance must be established.

Based on the Company's current assessment of future taxable income, including available tax planning opportunities, the Company anticipates that it is more likely than not that it will generate sufficient taxable income to realize its deferred tax assets, and, therefore, the Company did not record a valuation allowance against its deferred tax assets as of September 30, 2008. If future events differ from the Company's current forecasts, a valuation allowance may need to be established, which could

have a material adverse effect on the Company's results of operations, financial condition and capital position.

The Company's investments are subject to market and credit risks. These risks could be heightened during periods of extreme volatility or disruption in financial and credit markets.

The Company's invested assets and derivative financial instruments are subject to customary risks of credit defaults and changes in market values. These risks could be heightened during periods of extreme volatility or disruption in the financial and credit markets. A widening of credit spreads will increase the unrealized losses in the Company's investment portfolio. The factors affecting the financial and credit markets could lead to other-than-temporary impairments of assets in the Company's investment portfolio.

The value of the Company's commercial mortgage loan portfolio depends in part on the financial condition of the tenants occupying the properties that the Company has financed. Factors that may affect the overall default rate on, and market value of, the Company's invested assets, derivative financial instruments, and mortgage loans include interest rate levels, financial market performance, and general economic conditions as well as particular circumstances affecting the businesses of individual borrowers and tenants.

Significant continued financial and credit market volatility, changes in interest rates and credit spreads, credit defaults, market illiquidity, declines in equity prices, and declines in general economic conditions, either alone or in combination, could have a material adverse impact on the Company's results of operations, financial condition or cash flows through realized losses, impairments and changes in unrealized loss positions. In addition, market volatility can make it difficult for the Company to value certain of its assets, especially if trading becomes less frequent. Valuations may include assumptions or estimates that may have significant period-to-period changes that could have an adverse impact on the Company's results of operations or financial condition.

Credit market volatility or disruption could adversely impact the Company's financial condition or results from operations.

The Company's statutory surplus is also impacted by widening credit spreads as a result of the accounting for the assets and liabilities on its fixed market value adjusted ("MVA") annuities. Statutory separate account assets supporting the fixed MVA annuities are recorded at fair value. In determining the statutory reserve for the fixed MVA annuities, the Company is required to use current crediting rates in the U.S. In many capital market scenarios, current crediting rates in the U.S. are highly correlated with market rates implicit in the fair value of statutory separate account assets. As a result, the change in the statutory reserve from period to period will likely substantially offset the change in the fair value of the statutory separate account assets. However, in periods of volatile credit markets, such as those the Company is now experiencing, actual credit spreads on investment assets may increase sharply for certain sub-sectors of the overall credit market, resulting in statutory separate account asset market value losses. As actual credit spreads are not fully reflected in current crediting rates in the U.S., the calculation of statutory reserves will not substantially offset the change in fair value of the statutory separate account assets resulting in reductions in statutory surplus. This has resulted and may continue to result in the need to devote significant additional capital to support the product.

Disruption of the capital and credit markets could negatively affect the Company's ability to meet its liquidity needs.

The Company needs liquidity to meet its obligations to its policyholders and its debt holders, and to pay its operating expenses. The Company's sources of liquidity include insurance premiums, annuity considerations, deposit funds, cash flow from investments and assets, and other income from its operations. In normal credit and capital market conditions, the Company's sources of liquidity also

include, either directly or through PLC, a variety of short and long-term borrowing arrangements, including issuing debt securities, as well as raising capital by issuing a variety of equity securities.

When the credit and capital markets are disrupted as they have been recently, the Company may not be able, either directly or through PLC, to borrow or raise equity capital, or the cost of borrowing or raising equity capital may be prohibitively high. If the Company's internal sources of liquidity are inadequate during such periods, the Company could suffer negative effects from not being able, either directly or through PLC, to borrow or raise capital, or from having to do so on unfavorable terms. The negative effects could include being forced to sell assets at a loss, a lowering of the Company's financial strength ratings, and the possibility that customers, lenders, ratings agencies or regulators develop a negative perception of the Company's financial prospects, which could lead to further adverse effects on the Company.

Difficult conditions in the economy generally could adversely affect the Company's business and results from operations.

A general economic slowdown could adversely affect the Company in the form of consumer behavior and pressure on the Company's investment portfolios. Consumer behavior could include decreased demand for the Company's products and elevated levels of policy lapses, policy loans, withdrawals and surrenders. The Company's investment and mortgage loan portfolios could be adversely affected as a result of deteriorating financial and business conditions affecting the issuers of the securities in the Company's investment portfolio and the Company's commercial mortgage loan borrowers and their tenants.

There can be no assurance that the actions of the U.S. Government or other governmental and regulatory bodies for the purpose of stabilizing the financial markets will achieve the intended effect.

On October 3, 2008, President Bush signed the Emergency Economic Stabilization Act of 2008 (the "EESA") into law. Pursuant to the EESA, the U.S. Treasury has the authority to, among other things, purchase up to $700 billion of securities from financial institutions for the purpose of stabilizing the financial markets. Under EESA and the Troubled Asset Relief Program ("TARP") Capital Purchase Plan, the U.S. Treasury has begun making equity investments in U.S. banks. Under EESA, Treasury has the power to expand its investments to include insurers, and there are reports that the Treasury is considering such action. The Company cannot predict whether Treasury will include insurers in its program or, if it does, the criteria it will use in selecting participants. In addition, the Company cannot predict whether participation, or lack thereof, would be viewed positively or negatively. If Treasury fails to include insurers in its programs, insurers could be at a competitive disadvantage as compared to other financial services companies. The Company cannot predict what other actions Treasury or other governmental and regulatory bodies may take, nor can there be any assurance as to the impact any governmental or regulatory actions will have on the financial markets, the economy or the Company.


		cc:		John Stickel
				Securities and Exchange Commission
				Deborah J. Long, Esq.
				Protective Life Insurance Company
				Judy Wilson
				Protective Life Insurance Company
				Max Berueffy
				Protective Life Insurance Company
				Perry J. Shwachman
				Sidley Austin LLP
				Anthony J. Ribaudo
				Sidley Austin LLP


Re:		Protective Life Insurance Company Registration Statement on Form S-3. Filed November 26, 2008 File No. 333-155707