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UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM 10-K

|(Mark One)                                                                |                                                                                               
|------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|ý                                                                         | ANNUAL REPORT PURSUANT TO SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended
      December 31, 2004                        
|OR                                                                       
|o                                                                         | 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 333-100944-42

Protective Life Secured Trust 2004-38(by
Protective Life Insurance Company as depositor)(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or
      organization)                                                                                                                                           |  | 51-6557807(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|Protective Life
      Secured Trust 2004-38c/o Protective Life Insurance Company, as
      depositor2801 Highway 280 SouthBirmingham,
      Alabama(Address of principal executive
      offices)35223(Zip
      Code)

Registrant's
      telephone number, including area code:(205) 268-1000

Securities
      registered pursuant to Section 12(b) of the Act:None.
Securities registered pursuant to
Section 12(g) of the Act:None.
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 ý     No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes o    No ý
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.  None.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.  Not
applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.


PART I
Item
3.    Legal Proceedings.
None.
Item
4.    Submission of Matters to a Vote of Security Holders.
None.
PART II
Item
5.    Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.
Not applicable.PART III

Item
12.    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Not applicable.

Item
13.    Certain Relationships and Related Transactions.

None.

PART IV

Item
15.    Exhibits and Financial Statement Schedules.

|Exhibit 31.1 |  | Section 302 Certification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 99.1 |  | Annual Statement of Compliance by The
      Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Exhibit 99.2 |  | Report of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 99.3 |  | Administrative Report of the Trust for September 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed September 17, 2004).

  Exhibit 99.4
    
    Administrative Report of the Trust for October 12, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed October 22, 2004).

Exhibit 99.5
    
    Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).

Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).
|Exhibit 99.4 |  | Administrative Report of the Trust for October 12, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed October 22, 2004).

Exhibit 99.5
    
    Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).

Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                    
|Exhibit 99.5 |  | Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).

Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 99.6 |  | Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

For information
relating to Protective Life Insurance Company ("PLIC"), please see PLIC's
(Commission file number 001-31901) periodic reports, including annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K, and other information on file with the Securities and Exchange
Commission (the "SEC"). You can read and copy these reports and other
information at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain copies of
this material for a fee by writing to the SEC's Public Reference Section of the
SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain information
about the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You can also access some of this information electronically by
means of the SEC's website on the Internet athttp://www.sec.gov, which contains reports and
other information that PLIC has filed electronically with the SEC.

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SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                     |  | Protective Life Secured Trust 2004-38(by
      Protective Life Insurance Companyas depositor)
|-------------------- |  | ---------------------------------------------------------------------------------------------
|                     |  |                                                                                              
|Date: March 31, 2005 |  | By:                                                                                          

Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act

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EXHIBIT INDEX

|Exhibit      |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Section 302 Certification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Exhibit 99.1 |  | Annual Statement of Compliance by The
      Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 99.2 |  | Report of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.3 |  | Administrative Report of the Trust for September 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed September 17, 2004).

Exhibit 99.4
    
    Administrative Report of the Trust for October 12, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed October 22, 2004).

Exhibit 99.5
    
    Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).
Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).
|Exhibit 99.4 |  | Administrative Report of the Trust for October 12, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed October 22, 2004).

Exhibit 99.5
    
    Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).
Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                  
|Exhibit 99.5 |  | Administrative Report of the Trust for November 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed November 19, 2004).
Exhibit 99.6
    
    Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 99.6 |  | Administrative Report of the Trust for December 10, 2004 (incorporated herein by reference to Exhibit 99 to
Protective Life Secured Trust 2004-38's Current Report on Form 8-K filed December 17, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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