Exhibit 99
                                       to
                                    Form 10-Q
                                       of
                  Protective Life and Annuity Insurance Company
                              for the three months
                              ended March 31, 1999


                   Safe Harbor for Forward-Looking Statements


         The  Private  Securities  Litigation  Reform  Act of 1995  (the  "Act")
encourages  companies to make  "forward-looking  statements"  by creating a safe
harbor to protect the companies from securities law liability in connection with
forward-looking statements.  Forward-looking statements can be identified by use
of  words  such  as  "expect,"  "estimate,"   "project,"  "budget,"  "forecast,"
"anticipated,"  "plan," and  similar  expressions.  Protective  Life and Annuity
Insurance  Company ("the Company")  intends to qualify both its written and oral
forward-looking statements for protection under the Act.

         To qualify oral  forward-looking  statements for  protection  under the
Act, a readily available  written document must identify  important factors that
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking  statements.  The Company provides the following  information to
qualify forward-looking statements for the safe harbor protection of the Act.

         The  Company is a stock life  insurance  company  founded in 1978.  All
outstanding  shares of the Company's  common stock are owned by Protective  Life
Insurance Company ("Protective"), which is the principal operating subsidiary of
Protective Life Corporation  ("PLC"),  an insurance holding company whose common
stock is traded  on the New York  Stock  Exchange  under the  symbol  "PL".  All
outstanding shares of Company's preferred stock are owned by PLC. The Company is
authorized  to  transact  insurance   business,   as  an  insurance  company  or
reinsurance company in 48 states, including New York.

         Protective Life Corporation  ("PLC") through its subsidiaries  provides
financial services through the production,  distribution,  and administration of
insurance and investment  products.  PLC operates  through seven divisions whose
principal strategic focuses can be grouped into three general  categories:  life
insurance,  specialty insurance products,  and retirement savings and investment
products.  The life insurance  category  includes the  Acquisitions,  Individual
Life,  and West Coast  Divisions.  The  specialty  insurance  products  category
includes the Dental and Consumer Benefits ("Dental") and Financial  Institutions
Divisions.  The retirement savings and investment products category includes the
Guaranteed Investment Contracts and Investment Products Divisions.

         The  Company,  since it is  licensed  in the State of New York,  is the
entity  through  which PLC  markets,  distributes,  and services  insurance  and
annuity  products in New York. As of March 31, 1999, the Company was involved in
the operations of four of PLC's Divisions:  the Acquisition Division, the Dental
Division,  the  Financial  Institutions  Division  and the  Investment  Products
Division.  The Company has an  additional  business  segment  which is described
herein as Corporate and Other.


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         The  operating  results of companies  in the  insurance  industry  have
historically  been  subject  to  significant  fluctuations  due to  competition,
economic  conditions,  interest rates,  investment  performance,  maintenance of
insurance  ratings,  and other factors.  Certain known trends and  uncertainties
which may affect future results of the Company are discussed more fully below.

         MATURE  INDUSTRY;  COMPETITION.  Life and health  insurance is a mature
industry.  In recent years, the industry has experienced  virtually no growth in
life insurance  sales,  though the aging population has increased the demand for
retirement savings products.  Insurance is a highly competitive industry and the
Company encounters  significant  competition in all lines of business from other
insurance  companies,  many of which have greater  financial  resources than the
Company, as well as competition from other providers of financial services.

         The life and health insurance  industry is consolidating,  with larger,
more efficient organizations emerging from consolidation. Also, mutual insurance
companies are converting to stock  ownership which will give them greater access
to capital markets.

         Management  believes that the Company's ability to compete is dependent
upon,  among  other  things,  its  ability  to attract  and retain  distribution
channels to market its insurance and investment products, its ability to develop
competitive and profitable products, its ability to maintain low unit costs, and
its maintenance of strong financial strength ratings from rating agencies.

         The  Company  and  its  affiliates   compete  against  other  insurance
companies and financial  institutions in the origination of commercial  mortgage
loans.

         RATINGS. Ratings are an important factor in the competitive position of
life insurance companies. Rating organizations periodically review the financial
performance  and condition of insurers,  including the Company and its insurance
affiliates.  A downgrade  in the  ratings of the Company and its life  insurance
affiliates  could  adversely  affect its  ability to sell its  products  and its
ability to compete for attractive acquisition opportunities.

         Rating organizations  assign ratings based upon several factors.  While
most of the considered factors relate to the rated company,  some of the factors
relate to  general  economic  conditions  and  circumstances  outside  the rated
company's control.  For the past several years rating downgrades in the industry
have exceeded upgrades.

         POLICY CLAIMS FLUCTUATIONS. The Company's results may fluctuate from
year to year on account of fluctuations in policy claims received by the
Company.

         LIQUIDITY AND INVESTMENT PORTFOLIO. Many of the products offered by the
Company and its insurance  affiliates allow policyholders and contractholders to
withdraw their funds under defined circumstances.  The Company and its insurance
affiliates design products and configure investment  portfolios so as to provide
and maintain sufficient liquidity to support anticipated  withdrawal demands and
contract benefits and maturities. Formal asset/liability management programs and
procedures are used to monitor the relative duration of the Company's assets and
liabilities.  While the Company and its insurance  affiliates  own a significant
amount  of  liquid  assets,  many  of  their  assets  are  relatively  illiquid.
Significant  unanticipated  withdrawal or surrender  activity could,  under some
circumstances, compel the Company and its insurance


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affiliates to dispose of illiquid assets on unfavorable  terms, which could have
a material adverse effect on the Company.

         INTEREST RATE  FLUCTUATIONS.  Sudden  changes in interest  rates expose
insurance  companies to the risk of not earning  anticipated spreads between the
interest rate earned on  investments  and the credited rates paid on outstanding
policies.  Both rising and declining  interest rates can  negatively  affect the
Company's  spread income.  For example,  certain of the Company's  insurance and
investment  products  guarantee  a minimum  credited  interest  rate.  While the
Company  develops  and  maintains   asset/liability   management   programs  and
procedures designed to preserve spread income in rising or falling interest rate
environments,  no assurance  can be given that  significant  changes in interest
rates will not materially affect such spreads.

         Lower  interest  rates  may  result  in lower  sales  of the  Company's
insurance and investment products.

         REGULATION AND TAXATION.  The Company and its insurance  affiliates are
subject to  government  regulation  in each of the states in which they  conduct
business.   Such   regulation   is  vested  in  state   agencies   having  broad
administrative power dealing with many aspects of the insurance business,  which
may include premium rates, marketing practices,  advertising,  policy forms, and
capital   adequacy,   and  is  concerned   primarily   with  the  protection  of
policyholders  rather than share owners.  The Company cannot predict the form of
any future regulatory initiatives.

         Under the Internal Revenue Code of 1986, as amended (the Code),  income
tax payable by  policyholders  on  investment  earnings  is deferred  during the
accumulation  period of  certain  life  insurance  and  annuity  products.  This
favorable tax treatment may give certain of the Company's products a competitive
advantage  over other  non-insurance  products.  To the extent  that the Code is
revised  to  reduce  the  tax-deferred  status  of life  insurance  and  annuity
products, or to increase the tax-deferred status of competing products, all life
insurance  companies,  including  the  Company  and  its  affiliates,  would  be
adversely  affected  with respect to their ability to sell such  products,  and,
depending on  grandfathering  provisions,  the  surrenders  of existing  annuity
contracts and life  insurance  policies.  The Company cannot predict what future
initiatives the President or Congress may propose which may affect the Company.

         LITIGATION.  A number of civil jury verdicts have been returned against
insurers in the  jurisdictions in which the Company does business  involving the
insurers'  sales  practices,  alleged  agent  misconduct,  failure  to  properly
supervise agents,  and other matters.  Increasingly these lawsuits have resulted
in  the  award  of   substantial   judgments   against  the  insurer   that  are
disproportionate  to the actual damages,  including material amounts of punitive
damages. In some states (including Alabama),  juries have substantial discretion
in awarding  punitive  damages which  creates the  potential  for  unpredictable
material  adverse  judgments in any given punitive damages suit. The Company and
its  affiliates,  like other insurers,  in the ordinary course of business,  are
involved in such litigation or alternatively in arbitration.  The outcome of any
such litigation or arbitration cannot be predicted with certainty.  In addition,
in some class action and other lawsuits  involving  insurers'  sales  practices,
insurers have made material settlement payments.

INVESTMENT  RISKS. The Company's  invested assets are subject to customary risks
of defaults and changes in market values. The value of the Company's  commercial
mortgage  portfolio  depends in part on the  financial  condition of the tenants
occupying the properties which

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the Company has financed.  Factors that may affect the overall  default rate on,
and market value of, the Company's invested assets include interest rate levels,
financial  market  performance,  and  general  economic  conditions,  as well as
particular  circumstances  affecting the businesses of individual  borrowers and
tenants.

         CONTINUING  SUCCESS OF ACQUISITION  STRATEGY.  The Company has actively
pursued a strategy of acquiring blocks of insurance  policies.  This acquisition
strategy has increased the Company's earnings in part by allowing the Company to
position  itself to  realize  certain  operating  efficiencies  associated  with
economies  of  scale.  There  can  be  no  assurance,   however,  that  suitable
acquisitions,  presenting  opportunities  for  continued  growth  and  operating
efficiencies,  will continue to be available to the Company, or that the Company
will realize the anticipated financial results from its acquisitions.

         RELIANCE UPON THE PERFORMANCE OF OTHERS.  The Company's  results may be
affected by the  performance  of others  because  the  Company has entered  into
various ventures involving other parties.  Examples include, but are not limited
to: many of the  Company's  products are sold through  independent  distribution
channels;  the Investment  Products  Division's  variable  annuity  deposits are
invested in funds managed by unaffiliated  investment managers; a portion of the
sales in the Dental and Financial Institutions Divisions comes from arrangements
with unrelated marketing  organizations.  Therefore the Company's results may be
affected by the performance of others.

         YEAR 2000.  Computer  hardware and software often denote the year using
two digits rather than four; for example, the year 1998 often is denoted by such
hardware  and software as "98." It is probable  that such  hardware and software
will malfunction when calculations involving the year 2000 are attempted because
the hardware and/or  software will interpret "00" as representing  the year 1900
rather  that the year 2000.  This "Year  2000"  issue  potentially  affects  all
individuals  and  companies  (including  the Company,  its  customers,  business
partners,  suppliers,  banks, custodians and administrators) The problem is most
prevalent in older  mainframe  systems,  but personal  computers  and  equipment
containing computer chips could also be affected.

         The Company shares computer hardware and software with PLC, Protective,
and other  affiliates  of PLC. The majority of the  modifications  necessary for
PLC's  mainframe  systems to be able to process  transactions  dated beyond 1999
have been completed.  PLC currently  anticipates that its remaining systems with
Year 2000 issues will have been  addressed and  appropriate  action taken before
December 31, 1999.

         Due to the fact that PLC does not control all of the factors that could
impact its Year 2000  readiness,  there can be no assurances  that PLC's efforts
will be successful,  that  interactions  with other service  providers with Year
2000 issues will not impair PLC's  operations,  or that the Year 2000 issue will
not otherwise adversely affect PLC.

         Should  some  of  PLC's  systems  not be  available  due to  Year  2000
problems,  in a  reasonably  likely  worst  case  scenario,  PLC may  experience
significant  delays in its ability to perform  certain  functions,  but does not
expect an  inability  to perform  critical  functions or to attempt to otherwise
conduct  business.  However,  other worst case  scenarios,  depending upon their
duration,  could have a material adverse effect on PLC and the Company and their
operations.



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         REINSURANCE. The Company and its insurance affiliates cede insurance to
other insurance  companies.  However, the Company remains liable with respect to
ceded insurance should any reinsurer fail to meet the obligations assumed by it.
The cost of  reinsurance  is, in some  cases,  reflected  in the  premium  rates
charged by the Company. Under certain reinsurance agreements,  the reinsurer may
increase the rate it charges the Company for the reinsurance, though the Company
does not anticipate  increases to occur.  Therefore,  if the cost of reinsurance
were to increase with respect to policies  where the rates have been  guaranteed
by the Company, the Company could be adversely affected.

         Additionally,  the  Company  assumes  policies of other  insurers.  Any
regulatory or other adverse development  affecting the ceding insurer could also
have an adverse effect on the Company.

         FORWARD-LOOKING STATEMENTS EXPRESS EXPECTATIONS OF FUTURE EVENTS AND/OR
RESULTS.  ALL  FORWARD-LOOKING  STATEMENTS ARE INHERENTLY  UNCERTAIN AS THEY ARE
BASED ON VARIOUS EXPECTATIONS AND ASSUMPTIONS  CONCERNING FUTURE EVENTS AND THEY
ARE SUBJECT TO NUMEROUS  KNOWN AND UNKNOWN RISKS AND  UNCERTAINTIES  WHICH COULD
CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. DUE TO
THESE INHERENT UNCERTAINTIES, INVESTORS ARE URGED NOT TO PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS. IN ADDITION, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS,  THE
OCCURRENCE OF UNANTICIPATED EVENTS, OR CHANGES TO PROJECTIONS OVER TIME.


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