The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE
OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8
Report for the Calendar Year or Quarter Ended: 06-30-2014
Check here if Amendment X Amendment Number: 1
This Amendment (Check only one.): X is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: MANULIFE FINANCIAL CORP
Address: 200 Bloor St East
Toronto, A6  M4W1E5
Form 13F File Number: 028-11519

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Graham Miller
Title: Agent*
Phone: 416-852-4533
Signature, Place, and Date of Signing:
Graham Miller Toronto,  A6 08-27-2014
[Signature] [City, State] [Date]
* Signed pursuant to a Power of Attorney dated June 10, 2014 included as an Exhibit A to this 13F-NT Filing. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Alan Seghezzi, Kenneth G. Pogrin, Nathaniel Margolis, Maureen Milet, Graham Miller and Tiffany Palmer, and each of them, with full power to act without the others, its true and lawful attorneys-in-fact and agents, with full power of substitution, for it and in its name, place and stead, in any and all capacities, to sign any and all instruments, schedules, certificates, agreements and documents, and amendments to the foregoing, that may be necessary, desirable or appropriate to be executed on its behalf, pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective until such time as the undersigned delivers a written revocation thereof to the above-named attorneys-in-fact and agents. IN WITNESS WHEREOF, this power of attorney has been signed as of the 10th day of June 2014. Manulife Financial Corporation By: /s/ Stephen Sigurdson Name: Stephen Sigurdson Title: Executive Vice President and General Counsel
Report Type (Check only one.):
   13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
X 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name
028-04428 MANUFACTURERS LIFE INSURANCE COMPANY, THE