8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)               October 23, 1996



                           PROTECTIVE LIFE CORPORATION
             (Exact name of registrant as specified in its charter)


     Delaware                       1-12332                   95-2492236
(State or other jurisdiction     (Commission            (IRS Employer
  of incorporation)                File Number)           Identification No.)


              2801 Highway 280 South, Birmingham, Alabama             35223
                (Address of principal executive offices)            (Zip Code)


        Registrant's telephone number, including area code (205) 879-9230


                                       N/A
         (Former name or former address, if changed since last report.)


                                        1






Item 5.   Other Events.

     On October 23, 1996,  Registrant issued a press release with respect to its
earnings which is included as an Exhibit to this Current Report and incorporated
by reference herein.


Item 7.   Financial Statements and Exhibits

       (c)   Exhibits

              The following exhibit is included herein.

                    Exhibit 99: Press Release dated October 23, 1996.





                                   SIGNATURES


              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                   PROTECTIVE LIFE CORPORATION


                                   BY/s/Jerry W. DeFoor
                                        Jerry W. DeFoor
                                        Vice President and Controller

Dated:   October 23, 1996

                                        2






                                  Exhibit Index


Exhibit Number                     Description

    99.                Press Release Dated October 23, 1996

                                        3

EX-99

                                                               Exhibit 99


October 23, 1996


For Immediate Release


                       PROTECTIVE ANNOUNCES 3Q96 EARNINGS


Protective Life Corporation (NYSE:PL) announced third quarter results today. The
Company's operating income,  which excludes realized investment gains and losses
and related amortization,  was $.78 per share in the 1996 third quarter before a
one-time  charge  of $.15  per  share  representing  the  estimated  cost of the
previously   announced   refund  of   premiums  to  certain   cancer   insurance
policyholders and related expenses.  Operating income was $.68 per share for the
same period last year.  Consolidated  net income for the third  quarter of 1996,
including the one-time charge, was $20.0 million or $.64 per share,  compared to
$20.9 million or $.72 per share reported for the 1995 third quarter.

Drayton  Nabers,  Jr.,   Protective's  Chairman  and  Chief  Executive  Officer,
commented:  "The third quarter  represented  good  operating  earnings  momentum
throughout the Company which should provide the basis for continued growth."

In the first nine months of 1996 the  Company's  operating  income was $2.27 per
share before the $.15 per share one-time charge.  Operating income was $1.98 per
share for the first nine  months of 1995.  Consolidated  net income in the first
nine months of 1996,  including the one-time charge,  was $64.4 million or $2.15
per share, compared to $57.7 million or $2.03 per share last year.

At September  30, 1996,  the Company's  assets were $8.0 billion.  Stockholders'
equity per share was $19.14  (excluding $.56 per share of unrealized  investment
losses resulting from marking the Company's securities to market values).

Operating  return on average  equity for the twelve months ending  September 30,
1996 was 16.5%  including the one-time  charge and 17.4%  excluding it. (Average
equity  excludes  the effect of  unrealized  gains and  losses on  stockholders'
equity.)