The Manufacturers Life Insurance Company (U.S.A.)
500 Boylston Street
Boston, MA  02116-3739





January 7, 2002


VIA EDGAR
U.S. Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549


       Re:  The Manufacturers Life Insurance Company (U.S.A.) Separate Account N
            File No. 333-71312 (the "Registrant")
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Dear Sirs:

     Pursuant to Rule 497(j), please be advised that the form of prospectus and
statement of additional information dated January 1, 2002 for the Registrant
contains no changes from the form of prospectus and statement of additional
information for the Registrant contained in pre-effective amendment no. 1 under
the Securities Act of 1933 to the Registrant's registration statement on Form
S-6 filed with the Securities and Exchange Commission on January 2, 2002 via
EDGAR.

     If you have any questions, please call the undersigned at (617) 854-8628


Very truly yours,


/s/ Betsy Seel

Betsy Seel
Senior Counsel