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)             February 11, 1997



                           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.)








Item 5.   Other Events.

     On February 11, 1997, 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 February 11, 1997.





                                   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:   February 11, 1997








                                  Exhibit Index


Exhibit Number                     Description                      Page Number

     99.                 Press Release Dated February 11, 1997

EX-99

                                                                   Exhibit 99






February 11, 1997



For Immediate Release


                    PROTECTIVE ANNOUNCES RECORD 4Q96 EARNINGS



Protective Life  Corporation  (NYSE:PL)  announced fourth quarter results today.
The Company's  operating income,  which excludes  realized  investment gains and
losses and related amortization,  was a record $.78 per share in the 1996 fourth
quarter,  an 11%  increase  over the  $.70 per  share  last  year in the  fourth
quarter.  Consolidated  net  income  for the  fourth  quarter  of 1996 was $24.6
million or $.79 per share,  compared to $18.9 million or $.65 per share reported
for the 1995 fourth quarter.

The Company's 1996 operating income was a record $2.90 per share, an 8% increase
over the $2.68 per share reported for 1995.  Consolidated net income in 1996 was
$89.0  million or $2.94 per share,  compared to $76.7 million or $2.68 per share
last year.

At December 31, 1996,  the Company's  assets were $8.3  billion,  an increase of
$1.1 billion in 1996.  Stockholders' equity per share was $19.76 (excluding $.22
per share of unrealized  investment  gains  resulting from marking the Company's
securities to market values).

Operating return on average equity for 1996 was 16.4%.  (Average equity excludes
the effect of unrealized gains and losses on stockholders' equity.)

Protective Life Corporation  provides financial services through the production,
distribution and administration of insurance and investment  products throughout
the United States and Hong Kong.