#### FORM 10-Q

#### UNITED STATES

#### SECURITIES AND EXCHANGE COMMISSION

##### WASHINGTON, D. C.  20549

# [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

# For the quarterly period ended June 30, 2003

# OR

# [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934

# For the transition period from ___ to ___

# Commission File Number 333-42425

# Protective Life and Annuity Insurance Company

| |  | ALABAMA | 63-0761690
| |  | ------- | ----------
|
|

# 2801 HIGHWAY 280 SOUTHBIRMINGHAM, ALABAMA 35223

Indicate by check mark whether the Registrant (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934  during the  preceding  12 months (or for such shorter period that
the registrant was required to file such reports),  and (2) has been  subject to such
filing requirements for the past 90 days. Yes [X] No[ ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]

Number of shares of Common Stock, $10.00 par value,  outstanding
as of August 8, 2003: 250,000 shares.

`PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY



                                                       INDEX


Part I.  Financial Information:
   Item 1.  Financial Statements:
       Report of Independent Auditors
       Condensed Statements of Income for the Three and
           Six Months ended June 30, 2003 and 2002 (unaudited)
       Condensed Balance Sheets as of June 30, 2003
           (unaudited) and December 31, 2002
       Condensed Statements of Cash Flows for the
           Six Months ended June 30, 2003 and 2002 (unaudited)
       Notes to Condensed Financial Statements (unaudited)

   Item 2.  Management's Narrative Analysis of the Results of Operations
   Item 4.  Controls and Procedures

Part II.  Other Information:
   Item 6.  Exhibits and Reports on Form 8-K

Signature`

REPORT OF INDEPENDENT
AUDITORS

To the Directors and
Share OwnersProtective Life and Annuity Insurance Company

We have reviewed the accompanying
condensed balance sheet of Protective Life and Annuity Insurance Company as of June 30,
2003, and the related condensed statements of income for each of the three-month and
six-month periods ended June 30, 2003 and 2002, and the condensed statements of cash flows
for the six-month periods ended June 30, 2003 and 2002. These financial statements are the
responsibility of the Companys management.

We conducted our review in accordance
with standards established by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware
of any material modifications that should be made to the accompanying condensed interim
financial statements for them to be in conformity with accounting principles generally
accepted in the United States of America.

We previously audited in accordance
with auditing standards generally accepted in the United States of America, the balance
sheet as of December 31, 2002, and the related statements of income, share-owners
equity, and cash flows for the year then ended (not presented herein), and in our report
dated March 3, 2003, we expressed an unqualified opinion on those financial statements. In
our opinion, the information set forth in the accompanying condensed balance sheet as of
December 31, 2002, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.

/s/PricewaterhouseCoopers
LLP PricewaterhouseCoopers LLP

Birmingham, Alabama August 6,
2003

`PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
                                          CONDENSED STATEMENTS OF INCOME
                                                    (Unaudited)

                                                                   Three Months Ended               Six Months Ended
                                                                         June 30                         June 30
                                                                   2003           2002              2003           2002
___________________________________________________________________________________________________________________________

REVENUES
    Premiums and policy fees                                  $18,285,505     $11,447,368       $38,155,812    $23,074,134
    Reinsurance ceded                                         (11,175,217)     (3,696,597)      (24,685,890)    (8,223,764)
___________________________________________________________________________________________________________________________
      Premiums and policy fees, net of reinsurance ceded        7,110,288       7,750,771        13,469,922     14,850,370
    Net investment income                                      10,726,002       8,938,842        20,858,303     17,604,612
    Realized investment gains (losses)                          1,544,973        (509,709)        2,278,530       (529,692)
    Other income (loss)                                           143,222            (902)          142,654          2,213
___________________________________________________________________________________________________________________________
                                                               19,524,485      16,179,002        36,749,409     31,927,503
___________________________________________________________________________________________________________________________
BENEFITS AND EXPENSES
    Benefits and settlement expenses
      (net of reinsurance ceded:
      three months: 2003 - $8,516,353; 2002 - $2,918,803
      six months: 2003 - $14,531,577; 2002 - $6,483,335)        8,283,554       8,557,440        16,121,163     16,602,419
    Amortization of deferred policy acquisition costs           2,005,643       2,541,468         4,083,755      4,916,545
    Other operating expenses (net of reinsurance ceded:
      three months: 2003 - $(518,446); 2002 - $(135,882)
      six months: 2003 - $(1,397,649); 2002 - $(51,062))        2,217,090       2,308,641         4,340,918      4,505,892
___________________________________________________________________________________________________________________________
                                                               12,506,287      13,407,549        24,545,836     26,024,856
___________________________________________________________________________________________________________________________
INCOME BEFORE INCOME TAX                                        7,018,198       2,771,453        12,203,573      5,902,647

INCOME TAX EXPENSE                                              2,454,091         968,911         4,259,422      2,063,664
___________________________________________________________________________________________________________________________
NET INCOME                                                    $ 4,564,107    $  1,802,542        $7,944,151   $  3,838,983
___________________________________________________________________________________________________________________________



















See notes to condensed financial statements



                                   PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
                                             CONDENSED BALANCE SHEETS


                                                                                      June 30             December 31
                                                                                        2003                  2002
                                                                                     (Unaudited)
___________________________________________________________________________________________________________________________

ASSETS
   Investments:
     Fixed maturities, at market
       (amortized cost: 2003 - $615,515,611; 2002 - $466,924,086)                     $671,215,348           $488,701,807
     Mortgage loans on real estate                                                       1,693,663              1,793,590
     Policy loans                                                                       54,129,415             54,807,151
     Short-term investments                                                                 26,284            178,805,245
___________________________________________________________________________________________________________________________
       Total investments                                                               727,064,710            724,107,793
   Cash                                                                                 16,379,080              1,669,532
   Accrued investment income                                                            11,087,699              8,955,807
   Accounts and premiums receivable, net of allowance for
     uncollectible amounts                                                                 452,317                325,479
   Reinsurance receivables                                                              72,030,174             92,256,257
   Deferred policy acquisition costs                                                    92,112,564            104,779,582
   Other assets                                                                             15,317                 21,955
   Assets related to separate accounts
     Variable Annuity                                                                    9,918,090              8,382,367
___________________________________________________________________________________________________________________________
                                                                                      $929,059,951           $940,498,772
___________________________________________________________________________________________________________________________
LIABILITIES
   Policy liabilities and accruals:
     Future policy benefits and claims                                                $505,762,020           $517,624,864
     Unearned premiums                                                                  18,225,359             26,349,028
___________________________________________________________________________________________________________________________
                                                                                       523,987,379            543,973,892
   Annuity deposits                                                                     57,546,917             60,080,082
   Other policyholders' funds                                                            2,825,516              6,025,066
   Funds held-coinsurance                                                               65,673,120             89,552,015
   Other liabilities                                                                    14,412,874             14,214,260
   Deferred income taxes                                                                38,269,947             25,533,038
   Liabilities related to separate accounts
     Variable Annuity                                                                    9,918,090              8,382,367
___________________________________________________________________________________________________________________________
                                                                                       712,633,843            747,760,720
___________________________________________________________________________________________________________________________
COMMITMENTS AND CONTINGENT LIABILITIES - NOTE B
SHARE-OWNERS' EQUITY
   Preferred Stock, $1.00 par value, shares
     authorized and issued: 2,000                                                            2,000                  2,000
   Common Stock, $10.00 par value,
     Shares authorized: 500,000
     Shares issued and outstanding: 250,000                                              2,500,000              2,500,000
   Additional paid-in capital                                                          171,386,324            171,386,324
   Retained earnings                                                                    17,287,317              9,343,166
   Accumulated other comprehensive income:
     Net unrealized gains on investments (net of income
       tax: 2003 - $13,596,405; 2002 - $5,118,918)                                      25,250,467              9,506,562
___________________________________________________________________________________________________________________________
                                                                                       216,426,108            192,738,052
___________________________________________________________________________________________________________________________
                                                                                      $929,059,951           $940,498,772
___________________________________________________________________________________________________________________________


See notes to condensed financial statements





                                   PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
                                        CONDENSED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)

                                                                                                     Six Months Ended
                                                                                                          June 30
                                                                                                  2003              2002
___________________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                                               $    7,944,151   $    3,838,983
   Adjustments to reconcile net income to net cash provided by operating activities:
     Realized investment (gains) losses                                                         (2,278,530)         529,692
     Amortization of deferred policy acquisition costs                                           4,083,755        4,916,445
     Capitalization of deferred policy acquisition costs                                        (1,148,405)      (1,137,837)
     Deferred income tax                                                                         4,259,422        2,063,664
     Interest credited to universal life and investment products                                10,928,975       18,731,490
     Policy fees assessed on universal life and investment products                            (17,074,457)     (17,479,689)
     Change in accrued investment income and other receivables                                  17,967,353        7,198,612
     Change in policy liabilities and other policyholders' funds
       of traditional life and health products                                                 (25,072,210)        (295,668)
     Change in funds held-coinsurance                                                          (23,878,895)         (57,660)
     Change in other liabilities                                                                   198,614       (6,457,811)
     Other, net                                                                                      6,638          (10,849)
___________________________________________________________________________________________________________________________
     Net cash (used in) provided by operating activities                                       (24,063,589)      11,839,372
___________________________________________________________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
   Maturities and principal reductions of investments
     Investments available for sale                                                            252,066,361       35,558,343
     Other                                                                                         777,664          801,687
   Sale of investments
     Investments available for sale                                                            287,983,735      198,751,403
   Cost of investments acquired
     Investments available for sale                                                           (507,553,087)    (263,616,932)
___________________________________________________________________________________________________________________________
   Net cash provided by (used in) investing activities                                          33,274,673      (28,505,499)
___________________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
   Investment product deposits and change in universal life deposits                            12,796,003       30,503,057
   Investment product withdrawals                                                               (7,297,539)     (16,977,668)
___________________________________________________________________________________________________________________________
   Net cash provided by financing activities                                                     5,498,464       13,525,389
___________________________________________________________________________________________________________________________
INCREASE (DECREASE) IN CASH                                                                     14,709,548       (3,140,738)
CASH AT BEGINNING OF PERIOD                                                                      1,669,532        4,284,257
___________________________________________________________________________________________________________________________
CASH AT END OF PERIOD                                                                        $  16,379,080    $   1,143,519
___________________________________________________________________________________________________________________________















See notes to condensed financial statements`

PROTECTIVE LIFE AND
ANNUITY INSURANCE COMPANY

NOTES TO CONDENSED
FINANCIAL STATEMENTS

(Unaudited)

NOTE A  BASIS OF
PRESENTATION

The
accompanying unaudited condensed financial statements of Protective Life and Annuity
Insurance Company (the Company) have been prepared on the basis of accounting
principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the disclosures required by accounting principles
generally accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair statement have been included. Operating results for the six month
period ended June 30, 2003 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003. The year-end condensed balance sheet data
was derived from audited financial statements, but does not include all disclosures
required by accounting principles generally accepted in the United States of America. For
further information, refer to the financial statements and notes thereto included in the
Companys annual report on Form 10-K for the year ended December 31, 2002.

All
outstanding shares of the Companys common stock are owned by Protective Life
Insurance Company (Protective), which is a wholly owned subsidiary of
Protective Life Corporation (PLC). All outstanding shares of the
Companys preferred stock are owned by PLC.

NOTE B  COMMITMENTS
AND CONTINGENT LIABILITIES

Under
insurance guaranty fund laws, in most states insurance companies doing business therein
can be assessed up to prescribed limits for policyholder losses incurred by insolvent
companies. The Company does not currently believe that any such assessments will be
materially different from amounts already provided for in the financial statements. Most
of these laws do provide, however, that an assessment may be excused or deferred if it
would threaten an insurers own financial strength.

A
number of civil jury verdicts have been returned against insurers and other providers of
financial services involving sales practices, alleged agent misconduct, failure to
properly supervise representatives relationships with agents or other persons with
whom the insurer does business, and other matters. Increasingly these lawsuits have
resulted in the award of substantial judgments that are disproportionate to the actual
damages, including material amounts of punitive and non-economic compensatory damages. In
some states, juries, judges, and arbitrators have substantial discretion in awarding
punitive and non-economic compensatory damages which creates the potential for
unpredictable material adverse judgments or awards in any given lawsuit or arbitration.
Arbitration awards are subject to very limited appellate review. In addition, in some
class action and other lawsuits, companies have made material settlement payments. The
Company, like other financial services companies, in the ordinary course of business, is
involved in such litigation or, alternatively, in arbitration. Although the outcome of any
such litigation or arbitration cannot be predicted, the Company believes that at the
present time there are no pending or threatened lawsuits that are reasonably likely to
have a material adverse effect on the financial position, results of operation, or
liquidity of the Company.

NOTE C  OPERATING
SEGMENTS

PLC,
through its subsidiaries, operates several business segments. An operating segment is
generally distinguished by products and/or channels of distribution. A brief description
of each segment in which the Company operates follows:

| | Life
Marketing. The Life Marketing segment markets level premium term and term-like insurance,
universal life, and variable universal life products on a national basis primarily through
networks of independent agents and brokers, and in the bank owned life
insurance market.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Acquisitions.The Acquisitions segment focuses on acquiring, converting, and servicing
policies acquired from other companies. The segments primary focus is on
life insurance policies sold to individuals.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Annuities.The Annuities segment manufactures, sells, and supports fixed and variable
annuity products. These products are primarily sold through stockbrokers, but
are also sold through financial institutions and the Life Marketing
segments sales force.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Asset
Protection. The Asset Protection segment primarily markets credit life and disability
insurance products through banks, consumer finance companies and automobile dealers.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Corporate
and Other. The Company has an additional business segment herein referred to as Corporate
and Other. The Corporate and Other segment primarily consists of net investment income and
expenses not attributable to the segments above (including net investment income on
unallocated capital).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company uses the same accounting policies and procedures to measure operating segment
income and assets as it uses to measure its consolidated net income and assets. Operating
segment income is generally income before income tax. Premiums and policy fees, other
income, benefits and settlement expenses, and amortization of deferred policy acquisition
costs are attributed directly to each operating segment. Net investment income is
allocated based on directly related assets required for transacting the business of that
segment. Realized investment gains (losses) and other operating expenses are allocated to
the segments in a manner which appropriately reflects the operations of that segment.
Unallocated realized investment gains (losses) are deemed not to be associated with any
specific segment.

Assets
are allocated based on policy liabilities and deferred policy acquisition costs directly
attributable to each segment.

There
are no significant intersegment transactions.

The
following table sets forth total operating segment income and assets for the period shown.
Adjustments represent the inclusion of unallocated realized investment gains (losses) and
the recognition of income tax expense. Asset adjustments represent the inclusion of assets
related to discontinued operations.

`Operating Segment Income for the
                                                                  Six Months Ended June 30, 2003
___________________________________________________________________________________________________________________________

                                                     Life
                                                   Marketing                  Acquisitions                  Annuities
___________________________________________________________________________________________________________________________
Premiums and policy fees                           $1,529,446                  $20,263,275                  $   163,879
Reinsurance ceded                                  (1,543,708)                  (8,701,921)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                           (14,262)                  11,561,354                      163,879
Net investment income                                  23,124                   14,884,783                    1,870,020
Realized investment gains                                                                                       149,820
Other income                                                                        (5,045)                      11,068
___________________________________________________________________________________________________________________________
       Total revenues                                   8,862                   26,441,092                    2,194,787
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                     (110,981)                  12,897,723                    2,006,339
Amortization of deferred policy
   acquisition costs                                  262,952                    3,335,901                       96,497
Other operating expenses                             (225,722)                   4,420,220                       85,676
___________________________________________________________________________________________________________________________
       Total benefits and expenses                    (73,751)                  20,653,844                    2,188,512
___________________________________________________________________________________________________________________________
Income before income tax                               82,613                    5,787,248                        6,275
Less: realized investment gains (losses)                                                                        149,820
___________________________________________________________________________________________________________________________
Operating income (loss)                                82,613                    5,787,248                     (143,545)



___________________________________________________________________________________________________________________________
                                                                            Corporate
                                                      Asset                     and                              Total
                                                   Protection                  Other        Adjustments       Consolidated
___________________________________________________________________________________________________________________________
Premiums and policy fees                            $16,199,212                                                $38,155,812
Reinsurance ceded                                   (14,440,261)                                               (24,685,890)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                           1,758,951                                                 13,469,922
Net investment income                                   243,155              $3,837,221                         20,858,303
Realized investment gains                                                                     $2,128,710         2,278,530
Other income                                                                    136,631                            142,654
___________________________________________________________________________________________________________________________
        Total revenues                                2,002,106               3,973,852        2,128,710        36,749,409

Benefits and settlement expenses                      1,328,082                                                 16,121,163
Amortization of deferred policy
   acquisition costs                                    388,405                                                  4,083,755
Other operating expenses                                 71,103                 (10,359)                         4,340,918
___________________________________________________________________________________________________________________________
       Total benefits and expenses                    1,787,590                 (10,359)                        24,545,836

Income before income tax                                214,516               3,984,211         2,128,710       12,203,573
Less: realized investment gains (losses)
___________________________________________________________________________________________________________________________
Operating income (loss)                                 214,516               3,984,211                                                                                      (143,545)
Income tax expense                                                                              4,259,422        4,259,422
___________________________________________________________________________________________________________________________
Net income                                                                                                     $ 7,944,151
___________________________________________________________________________________________________________________________



___________________________________________________________________________________________________________________________

                                                                  Operating Segment Income for the
                                                                  Three Months Ended June 30, 2003
___________________________________________________________________________________________________________________________
                                                     Life
                                                   Marketing                  Acquisitions                  Annuities
___________________________________________________________________________________________________________________________
Premiums and policy fees                            $818,534                  $  9,838,376                  $   109,567
Reinsurance ceded                                   (891,083)                   (3,648,508)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                          (72,549)                    6,189,868                      109,567
Net investment income                                 20,185                     7,552,726                      926,560
Realized investment gains                                                                                       149,820
Other income                                                                                                      6,591
___________________________________________________________________________________________________________________________
       Total revenues                                (52,364)                   13,742,594                    1,192,538
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                    (123,843)                    6,441,570                    1,101,850
Amortization of deferred policy
   acquisition costs                                  93,778                     1,675,326                       39,644
Other operating expenses                            (228,128)                    2,243,995                      129,232
___________________________________________________________________________________________________________________________
       Total benefits and expenses                  (258,193)                   10,360,891                    1,270,726
___________________________________________________________________________________________________________________________
Income (loss) before income tax                      205,829                     3,381,703                      (78,188)
Less: realized investment gains (losses)                                                                        149,820
___________________________________________________________________________________________________________________________
Operating income (loss)                              205,829                     3,381,703                     (228,008)                                        (143,545)



___________________________________________________________________________________________________________________________
                                                                           Corporate
                                                      Asset                     and                              Total
                                                   Protection                  Other        Adjustments       Consolidated
___________________________________________________________________________________________________________________________
Premiums and policy fees                            $7,519,028                                                 $18,285,505
Reinsurance ceded                                   (6,635,626)                                                (11,175,217)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                            883,402                                                   7,110,288
Net investment income                                  143,777               $2,082,754                         10,726,002
Realized investment gains                                                                     $1,395,153         1,544,973
Other income                                                                    136,631                            143,222
___________________________________________________________________________________________________________________________
       Total revenues                                1,027,179                2,219,385        1,395,153        19,524,485
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                       863,977                                                   8,283,554
Amortization of deferred policy
   acquisition costs                                   196,895                                                   2,005,643
Other operating expenses                                43,961                   28,030                          2,217,090
___________________________________________________________________________________________________________________________
       Total benefits and expenses                   1,104,833                   28,030                         12,506,287
___________________________________________________________________________________________________________________________
Income (loss) before income tax                        (77,654)               2,191,355        1,395,153         7,018,198
Less: realized investment gains (losses)
___________________________________________________________________________________________________________________________
Operating income (loss)                                (77,654)               2,191,355                                                           (143,545)
Income tax expense                                                                             2,454,091         2,454,091
___________________________________________________________________________________________________________________________
Net income                                                                                                     $ 4,564,107
_________________________________________________________________________________________________________________________



___________________________________________________________________________________________________________________________
                                                                 Operating Segment Income for the
                                                                  Six Months Ended June 30, 2002
___________________________________________________________________________________________________________________________
                                                     Life
                                                   Marketing                  Acquisitions                    Annuities
___________________________________________________________________________________________________________________________
Premiums and policy fees                             $364,209                  $20,931,210                  $     76,876
Reinsurance ceded                                    (142,703)                  (8,054,907)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                           221,506                   12,876,303                        76,876
Net investment income                                    (208)                  15,264,331                     1,758,697
Realized investment gains                                                                                         66,277
Other income                                                                                                       2,213
___________________________________________________________________________________________________________________________
       Total revenues                                 221,298                   28,140,634                     1,904,063
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                       31,723                   13,971,889                     1,620,858
Amortization of deferred policy
   acquisition costs                                  (14,705)                   4,022,153                       579,608
Other operating expenses                              113,079                    4,286,466                       119,131
___________________________________________________________________________________________________________________________
       Total benefits and expenses                    130,097                   22,280,508                     2,319,597
___________________________________________________________________________________________________________________________
Income (loss) before income tax                        91,201                    5,860,126                      (415,534)
Less: realized investment gains (losses)                                                                          66,277
___________________________________________________________________________________________________________________________
Operating income (loss)                                91,201                    5,860,126                      (481,811)                                   (143,545)



___________________________________________________________________________________________________________________________
                                                                             Corporate
                                                      Asset                     and                              Total
                                                   Protection                  Other        Adjustments       Consolidated
___________________________________________________________________________________________________________________________
Premiums and policy fees                             $1,701,839                                                $23,074,134
Reinsurance ceded                                       (26,154)                                                (8,223,764)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                           1,675,685                                                 14,850,370
Net investment income                                   283,900               $297,892                          17,604,612
Realized investment gains (losses)                                                            $ (595,969)         (529,692)
Other income                                                                                                         2,213
___________________________________________________________________________________________________________________________
       Total revenues                                 1,959,585                297,892          (595,969)       31,927,503
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                        977,949                                                 16,602,419
Amortization of deferred policy
   acquisition costs                                    329,489                                                  4,916,545
Other operating expenses                                 57,994                (70,778)                          4,505,892
___________________________________________________________________________________________________________________________
       Total benefits and expenses                    1,365,432                (70,778)                         26,024,856
___________________________________________________________________________________________________________________________
Income (loss) before income tax                         594,153                368,670          (595,969)        5,902,647
Less: realized investment gains (losses)
___________________________________________________________________________________________________________________________
Operating income (loss)                                 594,153                368,670                                                        (143,545)
Income tax expense                                                                             2,063,664         2,063,664
___________________________________________________________________________________________________________________________
Net income                                                                                                     $ 3,838,983
___________________________________________________________________________________________________________________________


                                                                  Operating Segment Income for the
                                                                  Three Months Ended June 30, 2002
___________________________________________________________________________________________________________________________
                                                     Life
                                                   Marketing                  Acquisitions                    Annuities
___________________________________________________________________________________________________________________________
Premiums and policy fees                            $241,389                   $10,318,784                 $     40,998
Reinsurance ceded                                   (142,703)                   (3,552,726)
___________________________________________________________________________________________________________________________
    Net of reinsurance ceded                          98,686                     6,766,058                       40,998
Net investment income                                   (695)                    7,571,771                      947,610
Realized investment gains                                                                                           923
Other income (loss)                                                                                                (902)
___________________________________________________________________________________________________________________________
        Total revenues                                97,991                    14,337,829                      988,629
___________________________________________________________________________________________________________________________
Benefits and settlement expenses                     (12,627)                    7,192,798                      883,657
Amortization of deferred policy
    acquisition costs                                (16,791)                    2,103,139                      291,060
Other operating expenses                              86,908                     2,103,358                       88,213
___________________________________________________________________________________________________________________________
        Total benefits and expenses                   57,490                    11,399,295                    1,262,930
___________________________________________________________________________________________________________________________
Income (loss) before income tax                       40,501                     2,938,534                     (274,301)
Less: realized investment gains (losses)                                                                            923
___________________________________________________________________________________________________________________________
Operating income (loss)                               40,501                     2,938,534                     (275,224)                                    (143,545)



___________________________________________________________________________________________________________________________
                                                                             Corporate
                                                      Asset                     and                              Total
                                                   Protection                  Other        Adjustments       Consolidated
___________________________________________________________________________________________________________________________
Premiums and policy fees                             $846,197                                                  $11,447,368
Reinsurance ceded                                      (1,168)                                                  (3,696,597)
___________________________________________________________________________________________________________________________
   Net of reinsurance ceded                           845,029                                                    7,750,771
Net investment income                                 138,697                 $281,459                           8,938,842
Realized investment gains (losses)                                                            $(510,632)          (509,709)
Other income (loss)                                                                                                   (902)
___________________________________________________________________________________________________________________________
       Total revenues                                 983,726                  281,459         (510,632)        16,179,002

Benefits and settlement expenses                      493,612                                                    8,557,440
Amortization of deferred policy
   acquisition costs                                  164,060                                                    2,541,468
Other operating expenses                               29,954                      208                           2,308,641
___________________________________________________________________________________________________________________________
       Total benefits and expenses                    687,626                      208                          13,407,549
___________________________________________________________________________________________________________________________
Income (loss) before income tax                       296,100                  281,251         (510,632)         2,771,453
Less: realized investment gains (losses)
___________________________________________________________________________________________________________________________
Operating income (loss)                               296,100                  281,251                                                        (143,545)
Income tax expense                                                                              968,911            968,911
___________________________________________________________________________________________________________________________
Net income                                                                                                     $ 1,802,542
___________________________________________________________________________________________________________________________





                                                                       Operating Segment Assets
                                                                              June 30, 2003
___________________________________________________________________________________________________________________________
                                                   Life
                                                 Marketing                  Acquisitions                   Annuities
___________________________________________________________________________________________________________________________
Investments and other assets                      $1,420,231                 $615,867,922                  $51,836,797
Deferred policy acquisition costs                  1,028,443                   87,000,277                    2,505,805
___________________________________________________________________________________________________________________________
       Total assets                               $2,448,674                 $702,868,199                  $54,342,602
___________________________________________________________________________________________________________________________



___________________________________________________________________________________________________________________________
                                                                         Corporate
                                                    Asset                   and
                                                 Protection                Other            Adjustments           Total
___________________________________________________________________________________________________________________________
Investments and other assets                      $56,615,127            $111,042,011          $165,299        $836,947,387
Deferred policy acquisition costs                   1,578,039                                                    92,112,564
___________________________________________________________________________________________________________________________
       Total assets                               $58,193,166            $111,042,011          $165,299        $929,059,951
___________________________________________________________________________________________________________________________



                                                                     Operating Segment Assets
                                                                         December 31, 2002
___________________________________________________________________________________________________________________________
                                                    Life
                                                  Marketing                 Acquisitions                    Annuities
___________________________________________________________________________________________________________________________
Investments and other assets                     $   523,211                 $600,231,727                   $54,071,804
Deferred policy acquisition costs                    583,131                  100,007,935                     2,581,309
___________________________________________________________________________________________________________________________
       Total assets                               $1,106,342                 $700,239,662                   $56,653,113
___________________________________________________________________________________________________________________________



___________________________________________________________________________________________________________________________
                                                                         Corporate
                                                    Asset                   and
                                                 Protection                Other            Adjustments           Total
___________________________________________________________________________________________________________________________
Investments and other assets                      $78,120,621            $99,048,739         $3,723,088        $835,719,190
Deferred policy acquisition costs                   1,607,207                                                   104,779,582
___________________________________________________________________________________________________________________________
       Total assets                               $79,727,828            $99,048,739         $3,723,088        $940,498,772
___________________________________________________________________________________________________________________________`

NOTE D  STATUTORY
REPORTING PRACTICES

Financial
statements prepared in conformity with accounting principles generally accepted in the
United States of America (GAAP) differ in some respects from the statutory
accounting practices prescribed or permitted by insurance regulatory authorities. In
accordance with statutory accounting reporting practices, at June 30, 2003, and for the
six months then ended, the Company had share-owners equity of $115.4 million and net
income of $14.2 million.

NOTE E 
COMPREHENSIVE INCOME

`The following table sets forth the Company's comprehensive income for the periods shown:

                                                                     Three Months Ended              Six Months Ended
                                                                           June 30                         June 30
                                                                    2003             2002            2003           2002
_____________________________________________________________________________________________________________________________
Net income                                                       $ 4,564,107      $1,802,542     $ 7,944,151     $3,838,983
Change in net unrealized gains/losses
   on investments (net of income tax:
   three months: 2003 - $6,016,605; 2002 - $2,210,781
   six months: 2003 - $9,274,973; 2002 - $666,840)                11,173,695       4,105,736      17,224,950      1,238,418
Reclassification adjustment for amounts
   included in net income (net of income tax:
   three months: 2003 - $(540,741); 2002 - $178,398
   six months: 2003 - $(797,485); 2002 - $185,392)                (1,004,232)        331,311      (1,481,045)       344,300
_____________________________________________________________________________________________________________________________
   Comprehensive income                                          $14,733,570      $6,239,589     $23,688,056     $5,421,701
_____________________________________________________________________________________________________________________________`

NOTE F  RECLASSIFICATIONS

Certain
reclassifications have been made in the previously reported financial statements and
accompanying notes to make the prior year amounts comparable to those of the current year.
Such reclassifications had no effect on previously reported net income, total assets, or
share-owners equity.

NOTE G  RECENTLY
ISSUED ACCOUNTING STANDARDS

In
April 2003, the Derivatives Implementation Group of the Financial Accounting Standards
Board (FASB) cleared Issue No. B36, Embedded Derivatives: Modified Coinsurance
Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That Are
Unrelated or Only Partially Related to the Creditworthiness of the Obligor under Those
Instruments (DIG B36). DIG B36 requires the bifurcation of embedded derivatives
within modified coinsurance and funds withheld coinsurance arrangements that expose the
creditor to credit risk of a company other than the debtor, even if the debtor owns as
investment assets the third-party securities to which the creditor is exposed. The
effective date of the implementation guidance in DIG B36 is for the first fiscal quarter
beginning after September 15, 2003, and should be applied on a prospective basis. The
Company is currently evaluating the impact of this pronouncement on its financial
statements, but does not anticipate a material impact on its financial condition or
results of operations.

In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement 133. This Statement is effective for
contracts entered into or modified after June 30, 2003, and should be applied
prospectively. The Company does not expect the adoption of SFAS No. 149 to have a material
effect on the Companys financial position or results of operations.

In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes
standards for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company does not
expect the adoption of SFAS No. 150 to have a material effect on the Companys
financial position or results of operations.

ITEM 2.
MANAGEMENTS NARRATIVE ANALYSIS OF THE

RESULTS OF OPERATIONS

Protective
Life and Annuity Insurance Company (the Company), a stock life insurance
company, was founded in 1978. Since 1983, all outstanding shares of the Companys
common stock have been owned by Protective Life Insurance Company
(Protective), which is a wholly owned 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
the Companys preferred stock are owned by PLC. The Company is authorized to transact
insurance business as an insurance company or a reinsurance company in 49 states,
including New York.

In
accordance with General Instruction H(2)(a), the Company includes the following analysis
with the reduced disclosure format.

For
a more complete understanding of the Companys business and its current period
results, please read the following Managements Narrative Analysis of the Results of
Operations in conjunction with the Companys latest annual report on Form 10-K and
other filings with the SEC.

PLC,
through its subsidiaries, provides financial services through the production,
distribution, and administration of insurance and investment products. PLC, through its
subsidiaries, operates several business segments each having a strategic focus. An
operating segment is generally distinguished by products and/or channels of distribution.

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 June
30, 2003, the Company was involved in the businesses of four of PLCs operating
segments: Life Marketing, Acquisitions, Annuities, and Asset Protection. The Company has
an additional business segment which is described herein as Corporate and Other.

Protective
has entered into an intercompany guaranty agreement, enforceable by the Company or its
successors, whereby Protective has guaranteed the Companys payment of claims made by
the holders of Company policies according to the terms of such policies. The guarantee
will remain in force until the earlier of (a) when the Company achieves a claims-paying
rating equal to or better than Protective without the benefit of any intercompany guaranty
agreement or (b) 90 days after the guaranty agreement is revoked by written instrument;
provided, however, even after any revocation or termination by such notice, the guarantee
shall remain effective as to policies issued during the existence of the guaranty
agreement.

This
report reviews the Companys financial condition and results of operations including
its liquidity and capital resources. Historical information is presented and discussed.
Where appropriate, factors that may affect future financial performance are also
identified and discussed. Certain statements made in this report include
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include any statement that may
predict, forecast, indicate or imply future results, performance or achievements instead
of historical facts and may contain words like believe, expect,
estimate, project, budget, forecast,
anticipate, plan, will, shall, and other
words, phrases, or expressions with similar meanings. Forward-looking statements involve
risks and uncertainties which may cause actual results to differ materially from the
results contained in the forward-looking statements, and the Company cannot give
assurances that such statements will prove to be correct. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking statements as
a prediction of actual results. Please refer to Exhibit 99(a), incorporated by reference
herein, for more information about factors which could affect future results.

The
following discussion and analysis primarily relates to the six months ended June 30, 2003,
as it compares to the same period last year. Unless otherwise noted, the general factors
discussed also apply to the quarter ended June 30, 2003, as it compares to the same
quarter last year. Where needed for a more complete understanding of the Companys
operating results, information related to the quarters ended June 30, 2003, and June 30,
2002, has been provided.

The
Companys results may fluctuate from period to period due to fluctuations in
mortality, persistency, claims, expenses, interest rates, and other factors. Therefore, it
is managements opinion that quarterly operating results for an insurance company are
not necessarily indicative of results to be achieved in future periods, and that a review
of operating results over a longer period is necessary to assess an insurance
companys performance.

Revenues

`The following table sets forth revenues by source for the periods shown:

                                                       Three Months Ended                          Six Months Ended
                                                            June 30                                    June 30
                                                   2003                2002                    2003              2002
_________________________________________________________________________________________________________________________
     Premiums and policy fees,
       net of reinsurance                        $ 7,110,288        $  7,750,771            $13,469,922       $14,850,370
     Net investment income                        10,726,002           8,938,842             20,858,303        17,604,612
     Realized investment gains(losses)             1,544,973            (509,709)             2,278,530          (529,692)
     Other income (loss)                             143,222                (902)               142,654             2,213
_________________________________________________________________________________________________________________________
                                                 $19,524,485         $16,179,002            $36,749,409       $31,927,503
_________________________________________________________________________________________________________________________`

Premiums
and policy fees, net of reinsurance (premiums and policy fees) decreased $1.4
million or 9.3% in the first six months of 2003 from the first six months of 2002.
Premiums and policy fees in the Acquisitions Division are expected to decline with time
unless new acquisitions are made. No acquisitions were made in this Division in 2002 or
the first six months of 2003, therefore decreases in older acquired policies resulted in a
decrease of $1.3 million in the first six months of 2003 as compared with the first six
months of 2002. Premiums and policy fees in both the Annuities and Asset Protection
segments increased $0.1 million in the first six months of 2003 as compared to 2002,
offsetting the $0.2 million decrease in the Life Marketing segment for the same period.

Net
investment income in the first six months of 2003 increased by $3.3 million as compared to
the corresponding period of the preceding year primarily due to increases in the average
amount of invested assets. The percentage earned on average cash and investments was 5.7%
in the first six months of 2003 compared to 6.6% in the first six months of 2002. Investment
returns have been negatively affected by higher prepayments on mortgage-backed securities
and mortgage loans, and lower interest rates.

The
Company generally purchases its investments with the intent to hold to maturity by
purchasing investments that match future cash-flow needs. The sales of investments that
have occurred generally result from portfolio management decisions to maintain proper
matching of assets and liabilities. Accordingly, the Company has classified its fixed
maturities and certain other securities as available for sale.

Realized
investment gains were approximately $2.3 million in the first six months of 2003. During
the first six months of 2003, the Company recorded other than temporary impairments on its
investments of $0.3 million as compared to $3.8 million in the first six months of 2002.
Realized investment losses were approximately $0.5 million in the first six months of
2002.

Each
quarter the Company reviews investments with material unrealized losses and tests for
other-than-temporary impairments. Management analyzes various factors to determine if any
specific other-than-temporary asset impairments exist. Once a determination has been made
that a specific other-than-temporary impairment exists, a realized loss is recognized and
the cost basis of the impaired asset is adjusted to its fair value. An
other-than-temporary impairment loss is recognized based upon all relevant facts and
circumstances for each investment. With respect to unrealized losses due to
issuer-specific events, the Company considers the creditworthiness and financial
performance of the issuer and other available information. With respect to unrealized
losses that are not due to issuer-specific events, such as losses due to interest rate
fluctuations, general market conditions or industry-related events, the Company considers
its intent and ability to hold the investment to allow for a market recovery or to
maturity together with an assessment of the likelihood of full recovery.

The
Company reported an increase in the amount of other income in the first six months of 2003 of
$0.1 million as compared to the first six months of 2002.

Income Before Income Tax
and Operating Income

Consistent with
the Company's segment reporting in the Notes to Condensed Financial Statements, management
evaluates the results of the Companys segments on a before-income-tax basis as
adjusted for certain items which management believes are not indicative of the
Companys core operations. Segment operating income (loss) excludes net realized
investment gains and losses and the related amortization of deferred policy acquisition
costs because fluctuations in these items are due to changes in interest rates and other
financial market factors instead of mortality and morbidity. Also, segment operating
income (loss) excludes any net gains or losses on disposals of businesses, discontinued
operations, extraordinary items, the cumulative effect of changes in accounting
principles, and any other items, that, in each case, are neither normal nor recurring.
Although the items excluded from segment operating income (loss) may be significant
components in understanding and assessing the Companys overall financial
performance, management believes that segment operating income (loss) enhances an
investors understanding of the Companys results of operations by highlighting
the income (loss) attributable to the normal, recurring operations of the insurance
business (i.e., mortality and morbidity), consistent with industry practice. However, the
Companys segment income (loss) measures may not be comparable to similarly titled
measures reported by other companies. Segment operating income (loss) should not be
construed as a substitute for net income (loss) determined in accordance with accounting
principles generally accepted in the United States of America (GAAP). Total income
before income tax is a GAAP measure to which the non-GAAP measure total
operating income may be compared. Unlike total operating income, total income before
income tax includes net realized investment gains and losses and the related amortization
of deferred policy acquisition costs. In the Life Marketing, Acquisitions, Asset
Protection, and Corporate and Other segments, operating income equals segment income
before income tax for all periods. In the Annuities segment, operating income excludes
realized investment gains and losses.

`The following table sets forth  operating  income or loss and income or loss before income tax by business
segment for the periods shown:

                            Operating Income (Loss) and Income (Loss) Before Income Tax
_________________________________________________________________________________________________________________________
                                                              Three Months Ended                      Six Months Ended
                                                                   June 30                               June 30
                                                           2003               2002                2003            2002
_________________________________________________________________________________________________________________________
Operating income (loss)1
     Life marketing                                    $  205,829       $      40,501      $       82,613     $     91,201
     Acquisitions                                       3,381,703           2,938,534           5,787,248        5,860,126
     Annuities                                           (228,008)           (275,224)           (143,545)        (481,811)
     Asset protection                                     (77,654)            296,100             214,516          594,153
     Corporate and other                                2,191,355             281,251           3,984,211          368,670
_________________________________________________________________________________________________________________________

Realized investment gains (losses)
     Annuities                                            149,820                 923             149,820           66,277
     Unallocated realized investment
       gains (losses)                                   1,395,153            (510,632)          2,128,710         (595,969)
_________________________________________________________________________________________________________________________

Income (loss) before income tax
     Life marketing                                    $  205,829              40,501              82,613           91,201
     Acquisitions                                       3,381,703           2,938,534           5,787,248        5,860,126
     Annuities                                            (78,188)           (274,301)              6,275         (415,534)
     Asset protection                                     (77,654)            296,100             214,516          594,153
     Corporate and other                                2,191,355             281,251           3,984,211          368,670
     Unallocated realized investment
       gains (losses)                                   1,395,153            (510,632)          2,128,710         (595,969)
_________________________________________________________________________________________________________________________
     Total income before income tax                    $7,018,198          $2,771,453         $12,203,573       $5,902,647
_________________________________________________________________________________________________________________________

1 Income (loss) before income tax excluding realized investment gains and losses.`

The
Life  Marketing  segment had pretax  operating  income of $0.1 million in the first six months of 2003
and $0.1 million in the same period of 2002.

The  Annuities  segment had pretax  operating  losses of $0.1  million in the first six months of 2003 and
$0.5  million  of  pretax  operating  losses  in the same  period  of 2002,  primarily  due to an  increase  in net
investment  income on capital and a decrease in amortization of deferred policy  acquisition  costs.  The Annuities
segment's  future results may be negatively  affected by a slow economy.  Volatile equity markets could  negatively
affect  sales of  variable  annuities  and the fees the  segment  assesses on  variable  annuity  contracts.  Lower
interest rates could negatively  affect sales of fixed  annuities.  In this segment,  equity market  volatility may
create  uncertainty  regarding the level of future  profitability  in the variable annuity business and the related
rate of  amortization  of deferred  policy  acquisition  costs.  Also,  beginning  January 2003,  the Company is no
longer marketing variable annuity products.

In accordance  with  statutory  accounting  practices  prescribed  or permitted by regulatory  authorities
(which require the assumption that equity markets will  significantly  worsen),  the Company  reported GMDB related
policy liabilities and accruals of $0.1 million at June 30, 2003.

Pretax  operating  income from the  Acquisitions  segment was $5.8 million in the first six months of 2003
as compared to $5.9  million in the same period of 2002.  Earnings  from the  Acquisitions  segment are expected to
decline over time (due to the lapsing of policies  resulting from deaths of insureds or  terminations  of coverage)
unless new  acquisitions  are made.  The decrease in benefit and  settlement  expenses and the decrease in deferred
policy  acquisition  costs partially offset the decrease in premiums and policy fees and the decrease in investment
income on invested assets allocated to the segment.

The Asset  Protection  segment's pretax operating income was $0.2 million in the first six months of 2003,
as  compared  to $0.6  million  in the first six months of 2002,  primarily  due to an  increase  in  benefits  and
settlement expenses.

The Corporate and Other segment  consists of net investment  income and expenses not  identified  with the
preceding  business  segments.  Pretax  operating income from this segment was $4.0 million in the first six months
of 2003 as  compared  to $0.4  million  in the  first six  months  of 2002,  primarily  due to an  increase  in net
investment income on capital.

Income Taxes

`The following table sets forth the effective tax rates for the periods shown:

                                                               Three Months Ended                    Six Months Ended
                                                                     June 30                              June 30
                                                             2003              2002                2003             2002
_________________________________________________________________________________________________________________________
                  Effective Income Tax Rates                 35.0%            35.0%                34.9%            35.0%
_________________________________________________________________________________________________________________________`

The
effective income tax rate for the full year of 2002 was 34.9%. Managements estimate
of the effective income tax rate for the full year of 2003 is approximately 35.0%.

Net Income

The
following table sets forth net income for the periods shown:

`Three Months Ended                            Six Months Ended
                                          June 30                                        June 30
                                    2003            2002                          2003            2002
____________________________________________________________________________________________________________


                                $4,564,107        $1,802,542                  $7,944,151        $3,838,983
____________________________________________________________________________________________________________`

Compared
to the same period in 2002, net income in the first six months of 2003 increased $4.1
million, reflecting increases in the Annuities and Corporate and Other segments, and larger
unallocated realized gains, which were partially offset by decreases in the Life
Marketing, Acquisitions, and Asset Protection segments.

Review by Independent Auditors

With
respect to the unaudited condensed financial information of Protective Life and Annuity
Insurance Company for the three-month and six-month periods ended June 30, 2003 and 2002,
PricewaterhouseCoopers LLP (PricewaterhouseCoopers) reported that they have
applied limited procedures in accordance with professional standards for a review of such
information. However, their separate report dated August 6, 2003, appearing herein, stated
that they did not audit and they do not express an opinion on that unaudited condensed
financial information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review procedures
applied. PricewaterhouseCoopers is not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their report on the unaudited condensed financial
information because that report is not a report or a part of a
registration statement prepared or certified by PricewaterhouseCoopers into which this
Form 10-Q may be incorporated by reference within the meaning of Sections 7 and 11 of the
Act.

Item 4. Controls and
Procedures

The
Companys President and Chief Financial Officer have evaluated the Companys
disclosure controls and procedures and believe them to be operating effectively to make
known to them on a timely basis any material information required to be included in the
Companys periodic filings with the Securities and Exchange Commission. There have
been no changes in the Companys internal control over financial reporting that
occurred during the period covered by this report that have materially affected, or are
reasonably likely to materially affect the Companys internal control over financial
reporting.

PART II

`(a)               Exhibit 31(a) - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                  Exhibit 31(b) - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                  Exhibit 32(a) - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.
                  Exhibit 32(b) - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.
                  Exhibit 99 - Safe Harbor for Forward-Looking Statements.`

SIGNATURE

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

Protective Life and
Annuity Insurance Company

/s/Jerry W. DeFoorJerry W. DeFoor Vice President
and Controller and Chief Accounting Officer(Duly authorized officer)