As filed with the Securities and Exchange Commission on
                                March 14, 2000.

                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                                    Delaware

                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                             2801 Highway 280 South
                            Birmingham, Alabama 35223

                          1997 Long-Term Incentive Plan
                            (Full title of the Plan)

                              Deborah J. Long, Esq.
                  Vice President, General Counsel and Secretary

                             2801 Highway 280 South
                            Birmingham, Alabama 35223

                                 (205) 868-3885

            (Name, address and telephone number of agent for service)






<PAGE>



                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

                                                 Proposed                Proposed
                                                 maximum                 maximum
Title of                                         offering                aggregate                Amount of
securities to            Amount to be            price per               offering                 registration
be registered            registered (1)          unit                    price                    fee
<S>                      <C>                     <C>                     <C>                      <C>

-------------            ----------------        ----------------        ----------------         ---
Common Stock,            4,000,000               $ 21.75                 $87,000,000              $22,968
par value                                         (2)
$.50 per share
</TABLE>

(1)      Consists of shares of Common Stock and an equal number of tandem Rights
         to be issued under the terms of the 1997 Long-Term Incentive Plan. Such
         additional shares as may be issued by operation of the recapitalization
         provisions of the Plan are hereby also registered.

(2)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee, based upon an assumed price of $ 21.75 per share,
         the average of the high and low prices of the Registrant's Common Stock
         as reported on the New York Stock Exchange tape on March 10, 2000.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this  Registration  Statement are
the following  documents  heretofore  filed by Protective Life  Corporation (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities Act of 1933, as amended (the  "Securities  Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  (a)      The Company's latest annual report filed pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act;

                  (b)      All other  reports  filed by the Company  pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year  covered by the annual  report
                           referred to in (a) above;

                  (c)      The  description of the Company's  Common Stock,  par
                           value $.50 per share (the "Common Stock"),  contained
                           in a registration  statement filed under the Exchange
                           Act,  and  any  amendment  or  report  filed  for the
                           purpose of updating such description; and

                  (d)      The  description  of the  Company's  preferred  share
                           purchase rights (the "Rights")  contained in a report
                           filed by the Company  pursuant to Section 13 or 15(d)
                           of the Exchange Act and any amendment or report filed
                           to update such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment that all  securities  offered hereby have been sold or
that deregisters all such securities then remaining  unsold,  shall be deemed to
be incorporated by reference in the Registration Statement and to be part hereof
from the dates of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  The legality of the securities offered hereby will be passed
                  upon for the Company by Deborah J. Long, Esq., Senior Vice
                  President, General Counsel and Secretary of the Company.
                  Ms. Long, an employee of the Company, is a participant in the

                                                         1


<PAGE>



                  1997 Long-Term Incentive Plan and other employee benefit plans
                  offered by the Company.

Item 6.           Indemnification of Directors and Officers

                  The Company has entered into indemnity agreements with each of
its directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by the Company and in force at the time
up to $20 million and against certain  liabilities  excluded from such liability
insurance.  The agreements provide generally that, upon the happening of certain
events constituting a change in control of the Company,  the Company must obtain
a $20 million  letter of credit upon which the directors may draw for defense or
settlement of any claim  relating to  performance  of their duties as directors.
The Company has similar  agreements with certain of its executive officers under
which the Company is  required to provide up to $10 million in  indemnification,
although  this  obligation  is not secured by a commitment to obtain a letter of
credit.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

Exhibits                            Description of Exhibit

4.1               1998 Restated Certificate of Incorporation of the Company
                  filed with the Secretary of State of Delaware on November 12,
                  1998, filed as Exhibit 3(a) to the Company's Annual Report on
                  Form 10-K/A for the year ended December 31, 1998.

4.2               1998 Amended and Restated By-laws of the Company Effective
                  November 2, 1998, filed as Exhibit 3(b) to the Company's
                  Annual Report on Form 10-K/A for
                  the year ended December 31, 1998.

4.3               Rights  Agreement,  dated as of August 7,  1995,  between  the
                  Company and The Bank of New York as  successor to AmSouth Bank
                  (formerly,  AmSouth  Bank  N.A.),  as  Rights  Agent  filed as
                  Exhibit  2 to the  Company's  Form 8-K  Current  Report  filed
                  August 7, 1995 and filed as  Exhibit 1 to the  Company's  Form
                  8-A Registration Statement filed August 7, 1995.

5                 Opinion of Deborah J. Long, Esq. as to the legality of
                  securities to be registered (filed herewith).


                                                         2


<PAGE>



23.1              Consent of PricewaterhouseCoopers LLP (filed herewith).

23.2              Consent of Deborah J. Long, Esq. (included in Exhibit 5).

24                Powers of Attorney (filed herewith).

99                The Company's 1997 Long-Term Incentive Plan filed as Exhibit
                  10(a) to the Company's Quarterly Report on Form 10-Q filed
                  May 15, 1998.

Item 9.           Undertakings

                  (a)      Rule 415 Offering.  The undersigned registrant
                           hereby undertakes:
                           -----------------

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post- effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the  Securities  Act,  unless the  information  is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section  15(d) of the  Exchange  Act that are
                  incorporated by reference in the registration statement;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement,  unless the  information  is  contained in periodic
                  reports  filed by the  registrant  pursuant  to  Section 13 or
                  Section  15(d) of the  Exchange Act that are  incorporated  by
                  reference in the registration statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b)      Subsequent Exchange Act Documents.  The undersigned
                           registrant hereby
                           ---------------------------------

                                                         3


<PAGE>



undertakes  that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (c)   Indemnification.    Insofar   as   indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  registrant  pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                                    SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized in the City of  Birmingham,  State of Alabama on the
14th day of March, 2000.

                           PROTECTIVE LIFE CORPORATION


                              By: /s/ John D. Johns
                             -----------------------
                                  John D. Johns
                               President and Chief
                                Operating Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities on the date indicated.

                                                         4


<PAGE>



<TABLE>
<CAPTION>

Signatures                              Title                                          Date
<S>                                     <C>                                            <C>

                 *                      Chairman and Chief
Drayton Nabers, Jr.                     Executive Officer; Director

 /s/  John D. Johns                     President and Chief Operating                  March 14, 2000
---------------------------------
John D. Johns                           Officer; Director
 /s/  Jerry W. DeFoor                   Vice President and Controller                  March 14, 2000
-------------------------------
Jerry W. DeFoor
                    *                   Director
-------------------------------------
William J. Cabaniss, Jr.
                    *                   Director
-------------------------------------
John J. McMahon, Jr.
                    *                   Director
-------------------------------------
A. W. Dahlberg
                    *                   Director
-------------------------------------
Ronald L. Kuehn, Jr.
                    *                   Director
-------------------------------------
James S. M. French
                    *                   Director
-------------------------------------
Robert A. Yellowlees
                    *                   Director
-------------------------------------
Elaine L. Chao
                    *                   Director
-------------------------------------
Donald M. James
                    *                   Director
-------------------------------------
J. Gary Cooper
                    *                   Director
-------------------------------------
H. Corbin Day

</TABLE>
<TABLE>
<S>    <C>                               <C>                                            <C>

*  By:  /s/  Nancy Kane                                                                 March 14, 2000
       -----------------------------
         Nancy Kane
         Attorney-in-Fact
</TABLE>

                                                         5


<PAGE>



                                                 Index to Exhibits

Exhibit No.                                 Description of Exhibit

5                          Opinion of Deborah J. Long, Esq. as to the legality
                           of securities to be registered.

23.1                       Consent of PricewaterhouseCoopers LLP.

23.2                       Consent of Deborah J. Long, Esq. (included in
                           Exhibit 5).

24                         Powers of Attorney.

                                                         6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16808}]
{"company-data": {"conformed-name": "PROTECTIVE LIFE CORP", "cik": "0000355429", "assigned-sic": "6311", "irs-number": "952492236", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32420", "film-number": "568978"}, "business-address": {"street1": "2801 HGWY 280 S", "city": "BIRMINGHAM", "state": "AL", "zip": "35223", "phone": "2058799230"}, "mail-address": {"street1": "PO BOX 2606", "city": "BIRMINGHAM", "state": "AL", "zip": "35202"}}
As filed with the Securities and Exchange Commission on
                                March 14, 2000.

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                    Delaware

                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                             2801 Highway 280 South
                            Birmingham, Alabama 35223

                          1997 Long-Term Incentive Plan
                            (Full title of the Plan)

                              Deborah J. Long, Esq.
                  Vice President, General Counsel and Secretary

                             2801 Highway 280 South
                            Birmingham, Alabama 35223

                                 (205) 868-3885

            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed                Proposed
                                                 maximum                 maximum
Title of                                         offering                aggregate                Amount of
securities to            Amount to be            price per               offering                 registration
be registered            registered (1)          unit                    price                    fee
-------------            ----------------        ----------------        ----------------         ---
Common Stock,            4,000,000               $ 21.75                 $87,000,000              $22,968
par value                                         (2)
$.50 per share
(1)      Consists of shares of Common Stock and an equal number of tandem Rights
         to be issued under the terms of the 1997 Long-Term Incentive Plan. Such
         additional shares as may be issued by operation of the recapitalization
         provisions of the Plan are hereby also registered.

(2)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee, based upon an assumed price of $ 21.75 per share,
         the average of the high and low prices of the Registrant's Common Stock
         as reported on the New York Stock Exchange tape on March 10, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this  Registration  Statement are
the following  documents  heretofore  filed by Protective Life  Corporation (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities Act of 1933, as amended (the  "Securities  Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  (a)      The Company's latest annual report filed pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act;

                  (b)      All other  reports  filed by the Company  pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year  covered by the annual  report
                           referred to in (a) above;

                  (c)      The  description of the Company's  Common Stock,  par
                           value $.50 per share (the "Common Stock"),  contained
                           in a registration  statement filed under the Exchange
                           Act,  and  any  amendment  or  report  filed  for the
                           purpose of updating such description; and

                  (d)      The  description  of the  Company's  preferred  share
                           purchase rights (the "Rights")  contained in a report
                           filed by the Company  pursuant to Section 13 or 15(d)
                           of the Exchange Act and any amendment or report filed
                           to update such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment that all  securities  offered hereby have been sold or
that deregisters all such securities then remaining  unsold,  shall be deemed to
be incorporated by reference in the Registration Statement and to be part hereof
from the dates of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  The legality of the securities offered hereby will be passed
                  upon for the Company by Deborah J. Long, Esq., Senior Vice
                  President, General Counsel and Secretary of the Company.
                  Ms. Long, an employee of the Company, is a participant in the

                                                         1
1997 Long-Term Incentive Plan and other employee benefit plans
                  offered by the Company.

Item 6.           Indemnification of Directors and Officers

                  The Company has entered into indemnity agreements with each of
its directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by the Company and in force at the time
up to $20 million and against certain  liabilities  excluded from such liability
insurance.  The agreements provide generally that, upon the happening of certain
events constituting a change in control of the Company,  the Company must obtain
a $20 million  letter of credit upon which the directors may draw for defense or
settlement of any claim  relating to  performance  of their duties as directors.
The Company has similar  agreements with certain of its executive officers under
which the Company is  required to provide up to $10 million in  indemnification,
although  this  obligation  is not secured by a commitment to obtain a letter of
credit.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

Exhibits                            Description of Exhibit

4.1               1998 Restated Certificate of Incorporation of the Company
                  filed with the Secretary of State of Delaware on November 12,
                  1998, filed as Exhibit 3(a) to the Company's Annual Report on
                  Form 10-K/A for the year ended December 31, 1998.

4.2               1998 Amended and Restated By-laws of the Company Effective
                  November 2, 1998, filed as Exhibit 3(b) to the Company's
                  Annual Report on Form 10-K/A for
                  the year ended December 31, 1998.

4.3               Rights  Agreement,  dated as of August 7,  1995,  between  the
                  Company and The Bank of New York as  successor to AmSouth Bank
                  (formerly,  AmSouth  Bank  N.A.),  as  Rights  Agent  filed as
                  Exhibit  2 to the  Company's  Form 8-K  Current  Report  filed
                  August 7, 1995 and filed as  Exhibit 1 to the  Company's  Form
                  8-A Registration Statement filed August 7, 1995.

5                 Opinion of Deborah J. Long, Esq. as to the legality of
                  securities to be registered (filed herewith).

                                                         2
23.1              Consent of PricewaterhouseCoopers LLP (filed herewith).

23.2              Consent of Deborah J. Long, Esq. (included in Exhibit 5).

24                Powers of Attorney (filed herewith).

99                The Company's 1997 Long-Term Incentive Plan filed as Exhibit
                  10(a) to the Company's Quarterly Report on Form 10-Q filed
                  May 15, 1998.

Item 9.           Undertakings

                  (a)      Rule 415 Offering.  The undersigned registrant
                           hereby undertakes:
                           -----------------

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post- effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the  Securities  Act,  unless the  information  is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section  15(d) of the  Exchange  Act that are
                  incorporated by reference in the registration statement;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement,  unless the  information  is  contained in periodic
                  reports  filed by the  registrant  pursuant  to  Section 13 or
                  Section  15(d) of the  Exchange Act that are  incorporated  by
                  reference in the registration statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b)      Subsequent Exchange Act Documents.  The undersigned
                           registrant hereby
                           ---------------------------------

                                                         3
undertakes  that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (c)   Indemnification.    Insofar   as   indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  registrant  pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                                    SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized in the City of  Birmingham,  State of Alabama on the
14th day of March, 2000.

                           PROTECTIVE LIFE CORPORATION

                              By: /s/ John D. Johns
                             -----------------------
                                  John D. Johns
                               President and Chief
                                Operating Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities on the date indicated.

                                                         4
Signatures                              Title                                          Date
*                      Chairman and Chief
Drayton Nabers, Jr.                     Executive Officer; Director

 /s/  John D. Johns                     President and Chief Operating                  March 14, 2000
---------------------------------
John D. Johns                           Officer; Director
 /s/  Jerry W. DeFoor                   Vice President and Controller                  March 14, 2000
-------------------------------
Jerry W. DeFoor
                    *                   Director
-------------------------------------
William J. Cabaniss, Jr.
                    *                   Director
-------------------------------------
John J. McMahon, Jr.
                    *                   Director
-------------------------------------
A. W. Dahlberg
                    *                   Director
-------------------------------------
Ronald L. Kuehn, Jr.
                    *                   Director
-------------------------------------
James S. M. French
                    *                   Director
-------------------------------------
Robert A. Yellowlees
                    *                   Director
-------------------------------------
Elaine L. Chao
                    *                   Director
-------------------------------------
Donald M. James
                    *                   Director
-------------------------------------
J. Gary Cooper
                    *                   Director
-------------------------------------
H. Corbin Day
*  By:  /s/  Nancy Kane                                                                 March 14, 2000
       -----------------------------
         Nancy Kane
         Attorney-in-Fact
5
Index to Exhibits

Exhibit No.                                 Description of Exhibit

5                          Opinion of Deborah J. Long, Esq. as to the legality
                           of securities to be registered.

23.1                       Consent of PricewaterhouseCoopers LLP.

23.2                       Consent of Deborah J. Long, Esq. (included in
                           Exhibit 5).

24                         Powers of Attorney.

                                                         6