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Correspondence 0001628280-24-016792 from PROTECTIVE LIFE INSURANCE CO (CIK 0000310826)

PROTECTIVE LIFE INSURANCE CO (CIK 0000310826)
Date: April 18, 2024 · CIK: 0000310826 · Accession: 0001628280-24-016792

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-271426

Date
April 18, 2024
Author
/s/ Bradford Rodgers
Form
CORRESP
Company
PROTECTIVE LIFE INSURANCE CO (CIK 0000310826)

Letter

Washington, DC 20549 RE: Protective Life Insurance Company Post-Effective Amendment No. 1 to Form S-1 Registration Statement For Market Defender II Annuity Contracts

Dear Commissioners:

Protective Life Insurance Company (“Protective Life”) is transmitting the above-captioned Post-Effective Amendment No. 1 to the Form S-1 Registration Statement (File No. 333-271426) for filing with the Securities and Exchange Commission. This Post-Effective Amendment No. 1 relates to certain limited flexible premium deferred index-linked annuity contracts (the “Contracts”) issued by Protective Life and contains all exhibits and other required information.

Post-Effective Amendment No. 1 does not reflect any changes to the terms of the Contracts or any material changes to disclosure relating to the Contracts. Post-Effective Amendment No. 1 has been marked to show all changes made since Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, which was filed on April 18, 2023 (File No. 333-271426). Protective Life represents that the materiality of the changes from Pre-Effective Amendment No. 1 is consistent with the materiality of changes that would otherwise qualify for filing under paragraph (b) of Rule 485 under the Securities Act of 1933 if Form S-1 registration statements were eligible for filing under Rule 485.

We are also submitting requests from Protective Life, the issuer, and Investment Distributors, Inc., the principal underwriter, that the effectiveness of this Post-Effective Amendment No. 1 to the Registration Statement be accelerated to May 1, 2024 or a date as soon as practicable thereafter.

If you have any questions or comments about this filing, please contact the undersigned at (205) 268-1113 or our counsel Thomas Bisset at (202) 383-0118.

Very truly yours,
/s/ Bradford Rodgers

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CORRESP
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Document

BRADFORD RODGERS

SVP and Senior Counsel

Writer's Direct Number: (205) 268-1113

Facsimile Number: (205) 268-3597

Toll-Free Number: (800) 627-0220

E-mail: brad.rodgers@protective.com

April 18, 2024

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: Protective Life Insurance Company

 Post-Effective Amendment No. 1 to Form S-1 Registration Statement

 For Market Defender II Annuity Contracts

Dear Commissioners:

Protective Life Insurance Company (“Protective Life”) is transmitting the above-captioned Post-Effective Amendment No. 1 to the Form S-1 Registration Statement (File No. 333-271426) for filing with the Securities and Exchange Commission. This Post-Effective Amendment No. 1 relates to certain limited flexible premium deferred index-linked annuity contracts (the “Contracts”) issued by Protective Life and contains all exhibits and other required information.

Post-Effective Amendment No. 1 does not reflect any changes to the terms of the Contracts or any material changes to disclosure relating to the Contracts. Post-Effective Amendment No. 1 has been marked to show all changes made since Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, which was filed on April 18, 2023 (File No. 333-271426). Protective Life represents that the materiality of the changes from Pre-Effective Amendment No. 1 is consistent with the materiality of changes that would otherwise qualify for filing under paragraph (b) of Rule 485 under the Securities Act of 1933 if Form S-1 registration statements were eligible for filing under Rule 485.

We are also submitting requests from Protective Life, the issuer, and Investment Distributors, Inc., the principal underwriter, that the effectiveness of this Post-Effective Amendment No. 1 to the Registration Statement be accelerated to May 1, 2024 or a date as soon as practicable thereafter.

If you have any questions or comments about this filing, please contact the undersigned at (205) 268-1113 or our counsel Thomas Bisset at (202) 383-0118.

Very truly yours,

/s/ Bradford Rodgers

Bradford Rodgers

SVP and Senior Counsel

cc: Thomas Bisset, Esq.