1





                 PROSPECTUS FOR
                 FLEXIBLE PREMIUM VARIABLE
                 LIFE INSURANCE

                 ISSUED BY
                 THE MANUFACTURERS LIFE INSURANCE
                 COMPANY OF AMERICA

                 AND FOR
                 MANULIFE SERIES FUND, INC.

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                 PROSPECTUS

                 THE MANUFACTURERS LIFE INSURANCE
                 COMPANY OF AMERICA
                 SEPARATE ACCOUNT FOUR
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This prospectus describes the flexible premium variable life insurance policy
(the "Policy") issued by The Manufacturers Life Insurance Company of America
("Manufacturers Life of America" or the "Company"), a stock life insurance
company that is an indirect wholly-owned subsidiary of The Manufacturers Life
Insurance Company ("Manufacturers Life"). The Policies are designed to provide
lifetime insurance protection together with flexibility as to the timing and
amount of premium payments, the investments underlying the Policy Value and the
amount of insurance coverage. This flexibility allows the policyowner to pay
premiums and adjust insurance coverage in light of his or her current financial
circumstances and insurance needs. The Policies provide for: (1) a Net Cash
Surrender Value that can be obtained by surrendering the Policy; (2) policy
loans; and (3) an insurance benefit payable at the life insured's death. As
long as a Policy remains in force, the death benefit will not be less than the
current face amount of the Policy.

A Policy's Policy Value may be accumulated on a fixed basis or vary with the
investment performance of the sub-accounts of Manufacturers Life of America's
Separate Account Four (the "Separate Account") to which the policyowner
allocates net premiums. The assets of each sub-account will be used to purchase
shares of a particular portfolio ("Fund") of Manulife Series Fund, Inc. (the
"Series Fund"). The accompanying prospectus for the Series Fund and the Series
Fund's statement of additional information describe the investment objectives
of the Funds in which net premiums may be invested: the Emerging Growth Equity
Fund, the Balanced Assets Fund, the Capital Growth Bond Fund, the Money-Market
Fund, the Common Stock Fund, the Real Estate Securities Fund, the International
Fund, and the Pacific Rim Emerging Markets Fund. Other sub-accounts and Funds
may be added in the future.

Prospective purchasers should note that it may not be advisable to purchase a
Policy as a replacement for existing insurance.

BECAUSE OF THE SUBSTANTIAL NATURE OF THE SURRENDER CHARGES, THE POLICY IS NOT
SUITABLE FOR SHORT-TERM INVESTMENT PURPOSES. A POLICYOWNER CONTEMPLATING
SURRENDER OF A POLICY SHOULD PAY SPECIAL ATTENTION TO THE REFUND RIGHTS
DESCRIBED IN THIS PROSPECTUS, WHICH ARE AVAILABLE ONLY DURING THE FIRST TWO
YEARS FOLLOWING ISSUANCE OF THE POLICY OR FOLLOWING AN INCREASE IN FACE AMOUNT.
ALSO, POLICYOWNERS SHOULD NOTE THAT THEIR POLICY COULD BE A MODIFIED ENDOWMENT
CONTRACT UNDER FEDERAL TAX LAW AND ANY POLICY LOAN OR SURRENDER MAY RESULT IN
ADVERSE TAX CONSEQUENCES AND A PENALTY.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT IS
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR MANULIFE SERIES FUND,
INC.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Manufacturers Life Insurance
Company of America
500 North Woodward Avenue,
Bloomfield Hills, Michigan 48304

Service Office:
200 Bloor Street East
Toronto, Ontario, Canada M4W 1E5
TELEPHONE: 1 (800) 827-4546
1 (800) VARILIN(E)

   
THE DATE OF THIS PROSPECTUS IS May 1, 1995.
    

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PROSPECTUS CONTENTS




                                                                         PAGE
                                                                         ----
                                                                      
DEFINITIONS...........................................................   1
INTRODUCTION TO POLICIES..............................................   1
GENERAL INFORMATION ABOUT MANUFACTURERS
    LIFE OF AMERICA, SEPARATE ACCOUNT FOUR AND
     THE SERIES FUND..................................................   7
Who Are Manufacturers Life of America And
     Manufacturers Life?..............................................   7
What Is Manufacturers Life of America's Separate
    Account Four?.....................................................   7
What Is Manulife Series Fund, Inc.?...................................   7
What Are The Investment Objectives And Risks Of
    The Funds?........................................................   8
Which Sub-account(s) Should Be Selected?..............................   9
DETAILED INFORMATION ABOUT THE POLICIES...............................   10
PREMIUM PROVISIONS....................................................   10
What Are The Requirements And Procedures For
    Issuance Of A Policy?.............................................   10
What Limitations Apply To Premium
Amounts?..............................................................   11
Is There A Death Benefit Guarantee?...................................   11
When Does A Policy Go Into Default?...................................   12
How Can A Terminated Policy Be Reinstated?............................   12
How May Net Premiums Be Invested?.....................................   12
Is There A Short-Term Cancellation Right, Or
    "Free Look"?......................................................   13
What Are The Conversion Privileges Of The Policy?.....................   13
INSURANCE BENEFIT.....................................................   13
What Is The Insurance Benefit?........................................   13
What Death Benefit Options Are Available?.............................   14
Can The Death Benefit Option Be Changed?..............................   14
Can The Face Amount Of A Policy Be Changed?...........................   15
POLICY VALUES.........................................................   15
What Is The Policy Value And How Is It Determined?....................   15
Transfers Of Policy Value.............................................   16
What Are The Provisions Governing Policy
Loans?................................................................   17
How May A Policyowner Obtain The Net Cash
    Surrender Value?..................................................   19
CHARGES...............................................................   20
What Deductions Are Made From Premiums?...............................   20
What Are The Surrender Charges?.......................................   20
What Are The Monthly Deductions?......................................   22
Are There Special Provisions For Group Or
Sponsored Arrangements?...............................................   23
Are There Special Provisions For Exchanges?...........................   23
What Are The Risk Charges Assessed Against
Separate Account Assets?..............................................   24
Are There Other Relevant Charges?.....................................   24
THE GENERAL ACCOUNT...................................................   24
What Is The General Account?..........................................   24
OTHER PROVISIONS......................................................   25
What Supplementary Benefits Are Available?............................   25
Under What Circumstances May Fund Shares Be
    Substituted?......................................................   25
What Are The Other General Policy Provisions?.........................   25
When Are Proceeds Paid?...............................................   26
What Reports Will Be Sent To Policyowners?............................   26
OTHER MATTERS.........................................................   26
What Is The Federal Tax Treatment Of The Policies?....................   26
Tax Status Of The Policy..............................................   26
What Is The Tax Treatment Of Policy Benefits?.........................   27
What Are The Company's Tax Considerations?............................   28
Who Sells The Policies And What Are The Sales
    Commissions?......................................................   28
What Responsibilities Has Manufacturers Life
    Assumed?..........................................................   29
What Are The Voting Rights?...........................................   29
Who Are The Directors And Officers Of
    Manufacturers Life of America?....................................   30
What State Regulations Apply?.........................................   31
Is There Any Litigation Pending?......................................   31
Where Can Further Information Be Found?...............................   31
Legal Considerations..................................................   31
Legal Matters.........................................................   31
Experts...............................................................   31
Financial Statements..................................................   32
Appendix..............................................................   57
What Are Some Illustrations Of Policy Values, Cash
    Surrender Values And Death Benefits?..............................   57






THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUS OF THE SERIES FUND OR THE STATEMENT OF
ADDITIONAL INFORMATION OF THE SERIES FUND.





You are urged to examine this prospectus carefully. The INTRODUCTION TO
POLICIES will briefly describe the Flexible Premium Variable Life Insurance
Policy. More detailed information will be found further in the prospectus.

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DEFINITIONS

Business Day -- any day that the net asset value of the underlying shares of a
sub-account of the Separate Account is determined.

Cash Surrender Value -- the Policy Value less the deferred sales charge, the
deferred underwriting charge and any outstanding monthly deductions due.

Guaranteed Interest Account -- that part of the Policy Value which reflects the
value the policyowner has in the general account of Manufacturers Life of
America.

Investment Account -- that part of the Policy Value which reflects the value
the policyowner has in one of the sub-accounts of the Separate Account.

Loan Account -- that part of the Policy Value which reflects policy loans and
interest credited to the Policy Value in connection with such loans.

Modified Policy Debt -- as of any date the Policy Debt plus the amount of
interest to be charged to the next policy anniversary, all discounted from the
next policy anniversary to such date at an annual rate of 4%.

Net Cash Surrender Value -- the Cash Surrender Value less the value in the Loan
Account.

Net Policy Value -- the Policy Value less the value in the Loan Account.

Policy Debt -- as of any date the aggregate amount of policy loans, including
borrowed interest, less any loan repayments.

Policy Value -- the sum of the values in the Loan Account, the Guaranteed
Interest Account and the Investment Accounts.

Service Office -- the office we designate to service the Policies, which is
shown on the cover page of this prospectus.

Target Premium -- a premium amount used to measure the maximum deferred sales
charge under a Policy. The Target Premium for the initial face amount is set
forth in the Policy. The policyowner will be advised of the Target Premium for
any increase in face amount.

Withdrawal Tier Amount -- as of any date the product of the Net Cash Surrender
Value at the previous policy anniversary multiplied by 10%.

INTRODUCTION TO POLICIES

The following summary is intended to provide a general description of the most
important features of the Policy. It is not comprehensive and is qualified in
its entirety by the more detailed information contained in this prospectus.
Unless otherwise indicated or required by the context, the discussion
throughout this prospectus assumes that the Policy has not gone into default,
there is no outstanding Policy Debt and the death benefit is not determined by
the corridor percentage test.

GENERAL.  The Policy provides a death benefit in the event of the death of the
life insured. There are two death benefit options.  The policyowner may change
death benefit options and may increase or decrease the face amount of the
Policy.

Premium payments may be made at any time and in any amount, subject to certain
limitations.

After certain deductions, premiums will be allocated, according to the
policyowner's instructions, to one or more of the general account and the
sub-accounts of Manufacturers Life of America's Separate Account Four. Assets
of the sub-accounts of Separate Account Four are invested in shares of a
particular Fund of Manulife Series Fund, Inc. Allocation instructions may be
changed at any time and transfers among the accounts may be made.

The Funds currently offered by the Series Fund are the: Emerging Growth Equity
Fund, Balanced Assets Fund, Capital Growth Bond Fund, Money-Market Fund, Common
Stock Fund, Real Estate Securities Fund, International Fund, and Pacific Rim
Emerging Markets Fund.

The Policy has a Policy Value reflecting premiums paid, certain charges for
expenses and cost of insurance, and the investment performance of the accounts
to which the policyowner has allocated premiums. The policyowner may obtain a
portion of the Policy Value by taking a policy loan or a partial withdrawal, or
by full surrender of the Policy.

DEATH BENEFIT.

DEATH BENEFIT OPTIONS.  The policyowner elects to have the Policy's death
benefit determined under one of two options:

-   a death benefit equal to the face amount of the Policy, and

-   a death benefit equal to the face amount of the Policy plus the Policy
    Value.


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   5

Under either option, the death benefit may be increased to a multiple of the
Policy Value to satisfy the corridor percentage test under the definition of
life insurance in the Internal Revenue Code. (See DETAILED INFORMATION ABOUT
THE POLICIES: INSURANCE BENEFIT -- "What Is The Insurance Benefit?" and "What
Death Benefit Options Are Available?")

THE POLICYOWNER MAY CHANGE THE DEATH BENEFIT OPTION. A change in the death
benefit option may be requested after the Policy has been in force for two
years. A change in death benefit option will be effective on a policy
anniversary. (See DETAILED INFORMATION ABOUT THE POLICIES; INSURANCE BENEFIT --
"Can  The Death Benefit Option Be Changed?")

THE POLICYOWNER MAY INCREASE THE FACE AMOUNT.  After the Policy has been in
force for one year, an increase in the face amount of the Policy may be
requested once per policy year. An increase in the face amount is subject to
satisfactory evidence of insurability and will usually result in the Policy's
being subject to new surrender charges. (See DETAILED INFORMATION ABOUT THE
POLICIES; INSURANCE BENEFIT -- "Can The Face Amount Of A Policy Be Changed?")

THE POLICYOWNER MAY DECREASE THE FACE AMOUNT. A decrease in the face amount may
be requested after the Policy has been in force for one year, except during the
one-year period following any increase in face amount. In addition, during the
two-year period following an increase in face amount, the policyowner may elect
at any time to cancel the increase and have the deferred sales charge for the
increase reduced by the refund of any excess sales load attributable to the
increase. A decrease in face amount will be effective only on a policy
anniversary and may result in certain surrender charges being deducted from the
Policy Value. (See DETAILED INFORMATION ABOUT THE POLICIES; INSURANCE BENEFIT
-- "Can The Face Amount Of A Policy Be Changed?")

PREMIUM PAYMENTS ARE FLEXIBLE.

The policyowner may pay premiums at any time and in any amount, subject to
certain limitations. (See DETAILED INFORMATION ABOUT THE POLICIES; PREMIUM
PROVISIONS -- "What Are The Requirements And Procedures For Issuance Of A
Policy?" and "What Limitations Apply To Premium Amounts?")

In the first two policy years the policyowner must pay a minimum premium to
keep the Policy in force. (See DETAILED INFORMATION ABOUT THE POLICIES; Premium
Provisions -- "What Limitations Apply To Premium Amounts?" and "Is There A
Death Benefit Guarantee?")

After the second policy year there is no minimum premium required; however, by
complying with the minimum premium schedule for the Policy, the policyowner can
ensure the Policy will not go into default prior to the life insured's reaching
age 70. (See DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions --"Is
There A Death Benefit Guarantee?")

Certain maximum premium limitations apply to the Policy, ensuring the Policy
qualifies as life insurance under rules defined in the Internal Revenue Code.
(See DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions -- "What
Limitations Apply To Premium Amounts?")

SUMMARY OF CHARGES AND DEDUCTIONS.

Charges under the Policy are assessed as:

(1)      deductions from premiums
         -       3% sales charge
         -       2% state premium tax

(2)      surrender charges upon surrender, partial withdrawal, decrease in face
         amount or lapse
         -       deferred underwriting charge of $2-$6 for each $1,000 of face
                 amount
         -       deferred sales charge of up to 47% of two Target Premiums

(3)      monthly deductions
         -       administration charge of $6
         -       cost of insurance charge (including $1 per $1,000 of face
                 amount for policies less than $25,000)
         -       supplementary benefits charge

(4)      Certain transfers
         -       a Dollar Cost Averaging transfer charge of $5 when Policy
                 Value does not exceed $15,000
         -       an Asset Allocation Balancer transfer charge of $15

(5)      Separate Account charges
         -       mortality and expense risk charge of .65% per annum assessed
                 daily against the value of the Separate Account assets


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   6

(6)      Other Charges
         -       investment management fee of .50% per annum assessed against
                 the assets of the Emerging Growth Equity Fund, Common Stock
                 Fund, Real Estate Securities Fund, Balanced Assets Fund,
                 Capital Growth Bond Fund and Money-Market Fund
         -       investment management fee of (i) .85% per annum assessed
                 against the first $100 million of assets and (ii) .70% per
                 annum assessed against the assets over $100 million of each of
                 the International Fund and the Pacific Rim Emerging Markets
                 Fund
         -       expenses of up to .50% and .65% per annum assessed against the
                 assets of the International Fund and the Pacific Rim Emerging
                 Markets Fund, respectively

For a complete discussion of charges and deductions see the heading Charges And
Deductions in this Introduction and the references therein.

INVESTMENT OPTIONS.

After deductions for sales charges of 3% and state premium taxes of 2%, net
premiums will be allocated, according to the policyowner's instructions, to any
combination of the general account or one or more of the sub-accounts of
Manufacturers Life of America's Separate Account Four.

Each of the sub-accounts of Separate Account Four invests its assets in the
shares of a particular Fund of the Series Fund. These Funds are:

-        Emerging Growth Equity Fund
-        Balanced Assets Fund
-        Capital Growth Bond Fund
-        Money-Market Fund
-        Common Stock Fund
-        Real Estate Securities Fund
-        International Fund
-        Pacific Rim Emerging Markets Fund

The policyowner may change the allocation of net premiums among the general
account and the sub-accounts at any time. (See GENERAL INFORMATION ABOUT
MANUFACTURERS LIFE OF AMERICA, SEPARATE ACCOUNT FOUR AND THE SERIES FUND AND
DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions -- "How May Net
Premiums Be Invested?" and Policy Values -- "What Is The Policy Value And How
Is It Determined?")

THE POLICY VALUE.

The Policy has a Policy Value which reflects the following: premium payments
made; deduction of charges described under "Charges And Deductions" below;
investment performance of the sub-accounts to which amounts have been
allocated; and interest credited by the Company to amounts allocated to the
general account.

The Policy Value is the sum of the values in the Investment Accounts, the
Guaranteed Interest Account and the Loan Account.

INVESTMENT ACCOUNT. An Investment Account is established under the Policy for
each sub-account of the Separate Account to which net premiums or transfer
amounts have been allocated. An Investment Account measures the interest of the
Policy in the corresponding sub-account.

The value of each Investment Account under the Policy varies each Business Day
and reflects the investment performance of the Fund shares held in the
corresponding sub-account. (See DETAILED INFORMATION ABOUT THE POLICIES; Policy
Values -- "What Is The Policy Value And How Is It Determined?")

GUARANTEED INTEREST ACCOUNT. The Guaranteed Interest Account consists of that
portion of the Policy Value based on net premiums allocated to and amounts
transferred to the general account of the Company.

Manufacturers Life of America credits interest on amounts in the Guaranteed
Interest Account at an effective annual rate guaranteed to be at least 4%. (See
DETAILED INFORMATION ABOUT THE POLICIES; The General Account -- "What Is The
General Account?")

LOAN ACCOUNT. When a policy loan is made, Manufacturers Life of America will
establish a Loan Account under the Policy and will transfer an amount from the
Investment Accounts and the Guaranteed Interest Account to the Loan Account.

The Company will credit interest to amounts in the Loan Account at an effective
annual rate of at least 4%. The actual rate credited will be the rate charged
on policy loans less an interest rate differential, which is currently 1.25%.


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Under certain conditions the Company will credit interest to a portion of the
amounts in the Loan Account at an effective annual rate equal to the rate
charged on policy loans less 0.50%. (See DETAILED INFORMATION ABOUT THE
POLICIES; Policy Values -- "What Are The Provisions Governing Policy Loans?")

TRANSFERS ARE PERMITTED. A policyowner may change the extent to which the
Policy Value is based upon any specific sub-account of Separate Account Four or
the Company's general account by requesting a transfer of a portion or all
amounts in one account to another account.

One transfer per policy month may be made. All transfer requests received at
the same time are treated as a single transfer request.  The minimum amount
that may be transferred is the lesser of $500 or the entire account value. In
addition transfers may be effected through the Dollar Cost Averaging or Asset
Allocation Balancer transfer programs.

Certain restrictions may apply to transfer requests. (See DETAILED INFORMATION
ABOUT THE POLICIES; Policy Values -- "What Is The Policy Value And How Is It
Determined?" (Transfer of Policy Value))

USING THE POLICY VALUE.

BORROWING AGAINST THE POLICY VALUE. After the first policy anniversary, the
policyowner may borrow against the Policy Value. The minimum loan amount is
$500.

Loan interest will be charged either on a fixed basis or on a variable basis.
Interest on a fixed basis will be at an effective annual rate of 8%. Interest
on a variable basis will be at an effective annual rate equal to the greater of
6% or the Moody's Corporate Bond Yield Average -- Monthly Average Corporates.
(See DETAILED INFORMATION ABOUT THE POLICIES; Policy Values -- "What Are The
Provisions Governing Policy Loans?")

A POLICYOWNER MAY MAKE A PARTIAL WITHDRAWAL OF THE POLICY VALUE. After a Policy
has been in force for two years the policyowner may make a partial withdrawal
of the Policy Value. The minimum withdrawal amount is $500. The policyowner may
specify that the withdrawal is to be made from a specific Investment Account or
the Guaranteed Interest Account.

A partial withdrawal may result in a reduction in the face amount of the
Policy. A partial withdrawal may also result in the assessment of a portion of
the surrender charges to which the Policy is subject. (See DETAILED INFORMATION
ABOUT THE POLICIES; Policy Values -- "How May A Policyowner Obtain The Net Cash
Surrender Value?" and Charges -- "What Are The Surrender Charges?")

THE POLICY MAY BE SURRENDERED FOR ITS NET CASH SURRENDER VALUE. A Policy may be
surrendered for its Net Cash Surrender Value at any time while the life insured
is living.

The Net Cash Surrender Value is equal to the Policy Value less surrender
charges and outstanding monthly deductions due minus the value of the Loan
Account. Surrender of a Policy within 15 years after policy issue or following
an increase in the face amount will usually result in assessment of surrender
charges. (See DETAILED INFORMATION ABOUT THE POLICIES; Policy Values -- "How
May A Policyowner Obtain The Net Cash Surrender Value?" and Charges -- "What
Are The Surrender Charges?")

CHARGES AND DEDUCTIONS.

CHARGES MADE FROM PREMIUM PAYMENTS. Two deductions are made when premiums are
paid:

-        a sales charge of 3% of premium, and

-        a charge of 2% for state premium taxes.

The 3% sales charge and the deferred sales charge described below compensate
the Company for some of the expenses of selling and distributing the Policies.
(See DETAILED INFORMATION ABOUT THE POLICIES; Charges -- "What Deductions Are
Made From Premiums?") A portion of the sales charge and the deferred sales
charge may be subject to refund under certain circumstances. (See DETAILED
INFORMATION ABOUT THE POLICIES; Charges -- "What Are The Surrender Charges?";
Refund Of Excess Sales Charges)

CHARGES ON SURRENDER. Manufacturers Life of America will usually deduct a
deferred underwriting charge and a deferred sales charge if, during the 15
years following Policy issue or an increase in the face amount:

-        the Policy is surrendered for its Net Cash Surrender Value,

-        a partial withdrawal is made in excess of the Withdrawal Tier Amount,

-        a decrease in face amount is requested, or

-        the Policy lapses.


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   8

The deferred underwriting charge ranges from $2.00 to $6.00 for each $1,000 of
face amount depending on the age of the life insured.  The charge is guaranteed
not to exceed $1,000 for each level of coverage.

The maximum deferred sales charge is 47% of premiums paid up to two Target
Premiums.

The full amount of charges will be in effect for up to five years following
issue of the Policy. Beginning no later than the sixth year these charges grade
downward each month over a 10-year period. In the event of a face amount
increase, the charges applicable to the increase, which will be at the same
rates that would apply if a Policy were issued to the life insured at his or
her then attained age, will be in effect for up to five years following such
increase and thereafter grade downward over a 10-year period.  (See DETAILED
INFORMATION ABOUT THE POLICIES; Charges -- "What Are The Surrender Charges?")

SALES CHARGE REFUND. If the Policy is surrendered at any time during the first
two years following issuance or following an increase in face amount or if the
increase is cancelled during the two-year period following the increase or face
amount decreased during the second year after issuance or after increase in
face amount, Manufacturers Life of America will refund the difference, if any,
between total sales charges deducted and the maximum sales charge allowable
with respect to the Policy or the increase, as applicable. (See DETAILED
INFORMATION ABOUT THE POLICIES; Charges -- "What Are The Surrender Charges?")
If the Policy is surrendered after such two- year period, no refund will be
available and the full amount of the surrender charge will apply.

MONTHLY CHARGES. At the beginning of each month Manufacturers Life of America
deducts from the Policy Value:

-        an administration charge of $6,

-        a charge for the cost of insurance (plus, if applicable, $1 per $1,000
         of face amount for policies with a face amount of less than $25,000),
         and

-        a charge for any supplementary benefits added to the Policy.

The cost of insurance charge varies based on the net amount at risk under the
Policy and the applicable cost of insurance rate. Cost of insurance rates vary
according to age, amount of coverage, duration of coverage, and sex and risk
class of the life insured. The maximum cost of insurance rate that can be
charged is guaranteed not to exceed the 1980 Commissioners Standard Ordinary
Smoker/ Nonsmoker Mortality Tables. Currently, the cost of insurance rates
assessed under the Policies are less than the maximum rates that can be
charged. The cost of insurance charge will reflect any extra charges for
additional ratings as indicated in the Policy. (See DETAILED INFORMATION ABOUT
THE POLICIES; Charges -- "What Are The Monthly Deductions?")

CHARGES FOR CERTAIN TRANSFERS. Charges will be imposed on certain transfers of
Policy Values, including a $15 charge for each Asset Allocation Balancer
transfer and a $5 charge for each Dollar Cost Averaging transfer when Policy
Value does not exceed $15,000. See Policy Values -- "Transfers of Policy
Value."

CHARGES ASSESSED AGAINST ASSETS OF THE SEPARATE ACCOUNT. Manufacturers Life of
America makes a daily charge to the Separate Account at an annual rate of .65%
of the value of the Separate Account assets for the mortality and expense risks
it assumes under the Policies. (See DETAILED INFORMATION ABOUT THE POLICIES;
Charges -- "What Are The Risk Charges Assessed Against Separate Account
Assets?")

OTHER CHARGES. Manufacturers Life of America reserves the right to charge or
establish a provision for any federal, state or local taxes that may be
attributable to the Separate Account or the operations of the Company with
respect to the Policies. No such charge is currently made.

Certain expenses are, or will be, assessed against the assets of the Series
Fund. These are:

         (1)     an investment management fee of (a) .50% per annum assessed
                 against the assets of the Emerging Growth Equity Fund, Common
                 Stock Fund, Real Estate Securities Fund, Balanced Assets Fund,
                 Capital Growth Bond Fund and Money-Market Fund; and (b) .85%
                 per annum assessed against the first $100 million of assets
                 and .70% per annum assessed against the assets over $100
                 million of each of the International Fund and the Pacific Rim
                 Emerging Markets Fund; and

         (2)     expenses of up to .50% and .65% per annum assessed against the
                 assets of the International Fund and the Pacific Rim Emerging
                 Markets Fund, respectively. (See DETAILED INFORMATION ABOUT
                 THE POLICIES; Charges -- "Are There Other Relevant Charges?")


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SUPPLEMENTARY BENEFITS.

A policyowner may choose to include certain supplementary benefits to the
Policy. These supplementary benefits include an accidental death benefit, life
insurance for additional insured persons, an option to purchase additional
insurance, a disability benefit to waive the cost of monthly deductions, a
change of life insured option and an option to ensure a guaranteed Policy
Value. The cost of any supplementary benefits will be deducted from the Policy
Value monthly. (See DETAILED INFORMATION ABOUT THE POLICIES; Other Provisions
-- "What Supplementary Benefits Are Available?")

DEFAULT.

The Policy will go into default (a) during the first two policy years, if the
policyowner does not pay the required minimum premiums, or (b) after the second
policy anniversary, if at the beginning of any policy month the Policy's Net
Cash Surrender Value would go below zero after deducting the monthly charges
then due. The Company will notify the policyowner in the event the Policy goes
into default, and will allow a grace period in which the policyowner may make a
premium payment sufficient to bring the Policy out of default. If the required
premium is not paid during the grace period the Policy will terminate. (See
DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions -- "When Does A
Policy Go Into Default?")

DEATH BENEFIT GUARANTEE.

As long as the premiums paid by the policyowner at least equal the minimum
premiums for the Policy, the Company guarantees that the Policy will not go
into default prior to the life insured's age 70, regardless of the investment
performance of the Funds underlying the Policy Value. (See DETAILED INFORMATION
ABOUT THE POLICIES; Premium Provisions -- "Is There A Death Benefit
Guarantee?")

REINSTATEMENT.

A terminated policy may be reinstated by the policyowner within the five-year
period following the date of termination, providing certain conditions are met.
(See DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions -- "How Can A
Terminated Policy Be Reinstated?")

FREE LOOK.

A Policy may be returned for a full refund within the later of:

-        10 days after it is received

-        45 days after the application for the Policy is signed

-        10 days after Manufacturers Life of America mails or delivers a notice
         of this right of withdrawal.

If a policyowner requests an increase in face amount which results in new
surrender charges, these rights to cancel the increase will also apply. (See
DETAILED INFORMATION ABOUT THE POLICIES; Premium Provisions -- "Is There A
Short-Term Cancellation Right, Or `Free Look'?")

CONVERSION.

At any time, the policyowner may convert the Policy to a fixed benefit Policy
with a Policy Value, other values based on the Policy Value and a death benefit
which is determinable and guaranteed. The conversion is effected by
transferring the Policy Value in all of the Investment Accounts to the
Guaranteed Interest Account. (See DETAILED INFORMATION ABOUT THE POLICIES;
Premium Provisions -- "What Are The Conversion Privileges Of The Policy?")

FEDERAL TAX MATTERS.

Manufacturers Life of America believes that a Policy issued on a standard risk
class basis should meet the definition of a life insurance contract as set
forth in Section 7702 of the Internal Revenue Code of 1986. With respect to a
Policy issued on a substandard basis, there is less guidance available to
determine if such a Policy would satisfy the Section 7702 definition of a life
insurance contract, particularly if the policyowner pays the full amount of
premiums permitted under such a Policy. Assuming that a Policy qualifies as a
life insurance contract for federal income tax payments, a policyowner should
not be deemed to be in constructive receipt of Policy Value under a Policy
until there is a distribution from the Policy. Moreover, death benefits payable
under a Policy should be completely excludable from the gross income of the
beneficiary. As a result, the beneficiary generally should not be taxed on
these proceeds. See Other Matters -- "What Is The Federal Tax Treatment Of The
Policies?" (Tax Status Of The Policy).

Under certain circumstances, a Policy may be treated as a "Modified Endowment
Contract." If the Policy is a Modified Endowment Contract, then all pre-death
distributions, including Policy loans, will be treated first as a distribution
of taxable income and then as


                                                                               6

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a return of investment in the Policy. In addition, prior to age 59 1/2 any such
distributions generally will be subject to a 10% penalty tax. See Other Matters
-- "What Is The Tax Treatment Of Policy Benefits?" (Tax Treatment Of Policy
Benefits).

If the Policy is not a Modified Endowment Contract, distributions generally
will be treated first as a return of investment in the Policy and then a
disbursement of taxable income. Moreover, loans will not be treated as
distributions. A policyowner considering the use of systematic policy loans as
one element of a comprehensive retirement income plan should consult his or her
personal tax adviser regarding the potential tax consequences if such loans
were to so reduce Policy Value that the Policy would lapse, absent additional
payments. The premium payment necessary to avert lapse would increase with the
age of the insured. Finally, neither distributions nor loans under a Policy
that is not a Modified Endowment Contract are subject to the 10% penalty tax.
See Other Matters -- "What Is The Tax Treatment Of Policy Benefits?"
(Distributions From Policies Not Classified As Modified Endowment Contracts).

GENERAL INFORMATION ABOUT MANUFACTURERS
LIFE OF AMERICA, SEPARATE ACCOUNT FOUR AND THE SERIES FUND

WHO ARE MANUFACTURERS LIFE OF AMERICA AND
MANUFACTURERS LIFE?

Manufacturers Life of America, a wholly-owned subsidiary of The Manufacturers
Life Insurance Company of Michigan, is a stock life insurance company organized
under the laws of Pennsylvania on April 11, 1977 and redomesticated under the
laws of Michigan on December 9, 1992. It is a licensed life insurance company
in the District of Columbia and all states of the United States except New
York. The Manufacturers Life Insurance Company of Michigan is a life insurance
company organized in 1983 under the laws of Michigan and is a wholly-owned
subsidiary of Manufacturers Life, a mutual life insurance company based in
Toronto, Canada. Manufacturers Life and its subsidiaries, together, constitute
one of the largest life insurance companies in North America as measured by
assets.

WHAT IS MANUFACTURERS LIFE OF AMERICA'S SEPARATE ACCOUNT FOUR?

Manufacturers Life of America established its Separate Account Four on March
17, 1987 as a separate account under Pennsylvania law.  Since December 9, 1992,
it has been operated under Michigan law. The Separate Account holds assets that
are segregated from all of Manufacturers Life of America's other assets. The
Separate Account is currently used only to support variable life insurance
policies.

Manufacturers Life of America is the legal owner of the assets in the Separate
Account. The income, gains and losses of the Separate Account, whether or not
realized, are, in accordance with applicable contracts, credited to or charged
against the Account without regard to the other income, gains or losses of
Manufacturers Life of America. Manufacturers Life of America will at all times
maintain assets in the Separate Account with a total market value at least
equal to the reserves and other liabilities relating to variable benefits under
all policies participating in the Separate Account. These assets may not be
charged with liabilities which arise from any other business Manufacturers Life
of America conducts. However, all obligations under the variable life insurance
policies are general corporate obligations of Manufacturers Life of America.

The Separate Account is registered with the Securities and Exchange Commission
("S.E.C.") under the Investment Company Act of 1940 ("1940 Act") as a unit
investment trust. A unit investment trust is a type of investment company which
invests its assets in specified securities, such as the shares of one or more
investment companies, rather than in a portfolio of unspecified securities.
Registration under the 1940 Act does not involve any supervision by the S.E.C.
of the management or investment policies or practices of the Separate Account.
For state law purposes the Separate Account is treated as a part or division of
Manufacturers Life of America.

WHAT IS MANULIFE SERIES FUND, INC.?

Each sub-account of the Separate Account will purchase shares only of a
particular Fund of the Series Fund. The Series Fund is registered under the
1940 Act as an open-end diversified management investment company. The Separate
Account will purchase and redeem shares of the Series Fund at net asset value.
Shares will be redeemed to the extent necessary for Manufacturers Life of
America to provide benefits under the Policies, to transfer assets from one
sub- account to another or to the general account as requested by policyowners,
and for other purposes not inconsistent with the Policies. Any dividend or
capital gain distribution received from a Fund with respect to the Policies
will be reinvested immediately at net asset value in shares of that Fund and
retained as assets of the corresponding sub-account.

Series Fund shares are issued to fund benefits under both variable annuity
contracts and variable life insurance policies issued by the Company and, with
respect to Manufacturers Life of America only, for general investment purposes.
For a description of the procedures for handling potential conflicts of
interest arising from the funding of such benefits see "Purchases And
Redemptions Of Shares" in the attached Series Fund prospectus.





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The Series Fund receives investment management services from Manufacturers
Adviser Corporation. Manufacturers Adviser Corporation is a registered
investment adviser under the Investment Advisers Act of 1940. Certain expenses
are assessed against the assets of the Series Fund. These are: (1) an
investment management fee of (a) .50% of the average daily value of the
aggregate net assets of the Emerging Growth Equity Fund, Common Stock Fund,
Real Estate Securities Fund, Balanced Assets Fund, Capital Growth Bond Fund and
Money-Market Fund, and (b) .85% of the average daily value of the first $100
million of net assets and .70% of the average daily value of the net assets
over $100 million of each of the International Fund and the Pacific Rim
Emerging Markets Fund and (2) expenses of up to .50% and .65% per annum
assessed against the assets of the International Fund and the Pacific Rim
Emerging Markets Fund, respectively.

WHAT ARE THE INVESTMENT OBJECTIVES AND RISKS OF THE FUNDS?

The Funds are subject to varying degrees of financial and market risk.
Financial risk refers to the ability of an issuer of a debt security to pay
principal and interest on such security and to the earnings stability and
overall financial soundness of an issuer of an equity security; market risk
refers to the volatility of the reaction of the price of a security to changes
in conditions in the securities markets in general and, with particular
reference to debt securities, changes in the overall level of interest rates.

The investment objectives of the Funds currently available to policyowners
through corresponding sub-accounts are set forth below.  There is, of course,
no assurance that these objectives will be met.

EMERGING GROWTH EQUITY FUND. The investment objective of the Emerging Growth
Equity Fund is to achieve growth of capital by investing primarily in equity
securities of companies believed to offer growth potential over both the
intermediate and the long term. Current income is not a significant
consideration. In selecting investments, emphasis will be placed on securities
of progressive companies with aggressive and competent managements. A
substantial portion of the Fund's assets may be invested in emerging growth
companies, which at the time of the Fund's investment may be paying no
dividends to their shareholders.

Emerging growth companies may have limited product lines, market or financial
resources, or they may be dependent upon a small management group. An
investment in the Emerging Growth Equity Fund may therefore involve greater
financial risk than is customarily associated with less aggressive companies.
In addition, the Fund may be subject to relatively high levels of market risk.
The securities of aggressive growth companies may be subject to more abrupt or
erratic market movements than other companies or the market averages in
general. Because shares of the Emerging Growth Equity Fund may experience
above-average fluctuations in net asset value, they should be considered as
long-term investments.

BALANCED ASSETS FUND. The investment objective of the Balanced Assets Fund is
to achieve intermediate and long-term growth through capital appreciation and
income by investing in both debt and equity securities. The Fund will maintain
at all times a balance between debt securities or preferred stocks, on the one
hand, and common stocks, on the other. At least 25% of the Fund's assets will
be invested in each of the two basic categories. Investment in shares of the
Balanced Assets Fund should involve less financial and market risk than an
investment in the Emerging Growth Equity Fund.

CAPITAL GROWTH BOND FUND. The investment objective of the Capital Growth Bond
Fund is to achieve growth of capital by investing in medium-grade or better
debt securities with income as a secondary consideration. The Capital Growth
Bond Fund differs from most "bond" funds in that its primary objective is
capital appreciation, not income. The Fund will be carefully positioned in
relation to the term of debt obligations and the anticipated movement of
interest rates. Because of the Fund's emphasis on medium-grade or better
instruments, an investment in the Capital Growth Bond Fund should result in
less financial risk than an investment in the Emerging Growth Equity Fund or
Balanced Assets Fund. However, the Capital Growth Bond Fund will be subject to
substantial market risk arising from changes in the level of prevailing
interest rates and the Fund's active management in anticipation of such
changes.

MONEY-MARKET FUND. The investment objective of the Money-Market Fund is to
provide maximum current income consistent with capital preservation and
liquidity by investing in a portfolio of high-quality money market instruments.
Investment in shares of the Money- Market Fund should involve less market or
financial risk than an investment in any other Fund. However, the Fund's
performance will vary with changes in short-term interest rates.

COMMON STOCK FUND. The investment objective of the Common Stock Fund is to
achieve intermediate and long-term growth through capital appreciation and
current income by investing in common stocks and other equity securities of
well established companies with promising prospects for providing an
above-average rate of return. In selecting investments, emphasis will be placed
on companies with good financial resources, strong balance sheet, satisfactory
rate of return on capital, good industry position, superior management skills,
and earnings that tend to grow consistently. The Fund's investments are not
limited to any particular type or size of company, but high-quality growth
stocks are emphasized. Investment in shares of the Common Stock Fund should
involve less financial and market risk than the Emerging Growth Equity Fund,
but the Fund may occasionally experience above-average fluctuations in net
asset value, and therefore should be considered as a long-term





                                                                               8

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investment.

REAL ESTATE SECURITIES FUND. The investment objective of the Real Estate
Securities Fund is to achieve a combination of long-term capital appreciation
and satisfactory current income by investing in real estate related equity and
debt securities. In pursuit of its objective, the Real Estate Securities Fund
will invest principally in real estate investment trust equity and debt
securities and other securities issued by companies which invest in real estate
or interests therein. The Fund may also purchase the common stocks, preferred
stocks, convertible securities and bonds of companies operating in industry
groups relating to the real estate industry. This would include companies
engaged in the development of real estate, building and construction, and other
market segments related to real estate. The Fund will not invest directly in
real property nor will it purchase mortgage notes directly.  Under normal
circumstances, at least 65% of the value of the Fund's total assets will be
invested in real estate related equity and debt securities. Because the Fund
considers current income in its investment objectives, an investment in the
Real Estate Securities Fund should involve less financial and market risk than
the Emerging Growth Equity Fund. However, the Fund's share value may experience
above-average fluctuation in periods of changing interest rates and therefore
the shares should be considered as long- term investments.

INTERNATIONAL FUND. The investment objective of the International Fund is to
achieve long-term growth of capital by investing in a diversified portfolio
that is comprised primarily of common stocks and equity-related securities of
companies domiciled in countries other than the United States and Canada. It
invests primarily in the securities markets of Western European countries,
Australia, the Far East, Mexico and South America. The Fund will, under normal
conditions, invest at least 65% of its net assets in common stocks and
equity-related securities of established larger-capitalization companies that
have attractive long-term prospects for growth of capital. Investments of this
type involve risks of political and economic instability in the country of the
issuer, the possibility of imposition of foreign exchange controls,
confiscatory taxation, and the restriction of capital repatriation. Such
securities may be subject to greater fluctuations in price than domestic
securities and, under certain market conditions, foreign securities may be less
liquid than domestic securities. The risk of currency fluctuations is present
since it is anticipated that, in general, the majority of securities in the
Fund will not be denominated in United States currency. Accordingly, investment
in the shares of the International Fund should involve more financial and
market risk than any of the domestic Funds. Because the shares of the
International Fund may experience above-average fluctuations in net asset
value, they should be considered as long-term investments.

PACIFIC RIM EMERGING MARKETS FUND. The investment objective of the Pacific Rim
Emerging Markets Fund is to achieve long-term growth of capital by investing in
a diversified portfolio that is comprised primarily of common stocks and
equity-related securities of companies domiciled in the countries of the
Pacific Rim region. The Fund will, under normal conditions, invest at least 65%
of its net assets in common stocks and equity-related securities of established
larger-capitalization companies that have attractive long- term prospects for
growth of capital. Investments of this type involve risks of political and
economic instability in the country of the issuer, the possibility of
imposition of foreign exchange controls, confiscatory taxation, and the
restriction of capital repatriation. Such securities may be subject to greater
fluctuations in price than domestic securities and, under certain market
conditions, foreign securities may be less liquid than domestic securities. The
risk of currency fluctuations is present since it is anticipated that, in
general, the majority of securities in the Fund will not be denominated in
United States currency. Accordingly, investment in the shares of the Pacific
Rim Emerging Markets Fund should involve more financial and market risk than
any of the domestic Funds. Because the shares of the Pacific Rim Emerging
Markets Fund may experience above-average fluctuations in net asset value, they
should be considered as long-term investments.

A full description of the Series Fund, its investment objectives, policies and
restrictions, its expenses, the risks associated therewith, and other aspects
of its operation, is contained in the attached Series Fund prospectus, which
should be read together with this prospectus.

WHICH SUB-ACCOUNT(S) SHOULD BE SELECTED?

The basic purpose of the variable portion of the Policies is to accumulate
values through favorable investment results of the Funds selected by the
policyowner. The final decision on Fund(s) selection must be made by the
policyowner. Outlined below are a few points for consideration.

MARKET RISK. The previous section discussed the investment objective of each
Fund and its associated market risk. Before selecting a Fund or combination of
Funds the policyowner should determine his or her comfort level with market
volatility recognizing that the Policy is designed as a long-term contract.

FINANCIAL RISK. Each Fund differs with respect to financial risk of principal.
This variation also brings with it a divergent level of opportunity for
investment gain or loss. The policyowner should determine the financial risk he
or she is willing to accept in relation to the potential for investment gain or
loss.





                                                                               9

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HISTORICAL PERSPECTIVE OF FUND OBJECTIVES. The above risks should be considered
in conjunction with past general trends.  Historically, if investments were
held over relatively long periods, the investment performance of equities has
generally been superior to that of long or short-term debt securities, even
though equities have been subject to more dramatic changes in value over
periods of time. Emerging growth equities have also tended to have better
long-term investment performance when compared with larger, more mature
equities, even though emerging growth equities, in turn, have been subject to
more dramatic fluctuations in value. Accordingly, the Emerging Growth Equity
Fund may be the more desirable option for policyowners who are focused on the
long term and are willing to accept such short-term risks.

Over the past few decades to the present, certain foreign economies have grown
faster than the United States economy, and the return on equity investments in
these markets has often been superior to similar investments in the United
States. The securities markets in different regions and countries have, at
times in the past, moved relatively independently of one another as a result of
different economic, political and financial factors. To the extent the various
markets move independently, total portfolio volatility tends to be reduced when
securities from the various markets are combined into a single portfolio. A low
correlation between movement in one market and the Fund's total assets may,
however, reduce the gains the Fund might otherwise derive from movements in
that market. Currency exchange rates frequently move independently of
securities markets in a particular country. As a result, gains or losses in a
particular securities market may be affected by changes in currency exchange
rates.

Some policyowners may prefer somewhat greater protection against financial and
market risk than an investment in the Emerging Growth Equity Fund, the
International Fund, or the Pacific Rim Emerging Markets Fund provides. These
policyowners may then prefer the Common Stock Fund or, if more comfortable with
the long-term value of real estate, the Real Estate Securities Fund. Other
policyowners, being even more risk-averse, may prefer the Balanced Assets Fund,
which maintains at all times a balance between debt securities or preferred
stocks, on the one hand, and common stocks, on the other.

Other policyowners may prefer less financial risk than that which comes with an
investment in either the Emerging Growth Equity Fund, the Common Stock Fund,
the Real Estate Securities Fund, the Balanced Assets Fund, the International
Fund, or the Pacific Rim Emerging Markets Fund. This is made possible by the
Capital Growth Bond Fund's emphasis on investment in debt instruments. However,
the Capital Growth Bond Fund will be subject to substantial market risk arising
from changes in the level of prevailing interest rates and the Fund's active
management in anticipation of such changes.

Those who desire the least market or financial risk of all the Funds may prefer
the Money-Market Fund, recognizing that the performance of this Fund will vary
with changes in short-term interest rates. Some policyowners may wish to divide
their net premiums among two or more of the sub-accounts. Each policyowner must
make his or her own choice that takes into account how willing he or she is to
accept investment risks, the manner in which his or her other assets are
invested and his or her own predictions about what investment results are
likely to be in the future.

DETAILED INFORMATION ABOUT THE POLICIES

PREMIUM PROVISIONS

WHAT ARE THE REQUIREMENTS AND PROCEDURES FOR ISSUANCE OF A POLICY?

To purchase a Policy, an applicant must submit a completed application.
Manufacturers Life of America will issue a Policy only if it has a face amount
of at least $25,000, except for Policies issued under group or sponsored
arrangements in which case the minimum face amount is $10,000. A Policy will
generally be issued to persons between ages 0 and 80. In certain circumstances
the Company may at its sole discretion issue a Policy to persons above age 80.
Before issuing a Policy, Manufacturers Life of America will require evidence of
insurability satisfactory to it. A life insured meeting standard underwriting
rules will have a risk class of either "standard" or "nonsmoker." Persons
failing to meet standard underwriting requirements may be eligible for a Policy
with an additional rating assigned to it. Acceptance of an application is
subject to the Company's insurance underwriting rules. Each Policy is issued
with a policy date from which policy years, policy months and policy
anniversaries are all determined. Each Policy also has an effective date which
is the date the Company becomes obligated under the Policy and when the first
monthly deductions are taken. If an application is accompanied by a check for
all or a portion of the initial premium and the application is accepted, the
policy date will be the date the application and check were received at the
Manufacturers Life of America Service Office and the effective date will be the
date Manufacturers Life of America's underwriters approve issuance of the
Policy. If an application is accompanied by a check for all or a portion of the
initial premium, the life insured may be covered under the terms of a
conditional insurance agreement until the effective date. If an application
accepted by the Company is not accompanied by a check for the initial premium,
the Policy will be issued with a policy date which is seven days after issuance
of the Policy and with an effective date which is the date the Service Office
receives at least the initial planned premium. In certain situations a
different policy date may be used. The initial planned premium must be received
within 60 days after the policy date. If the premium is not paid or if the
application is





                                                                              10

   14

rejected, the Policy will be cancelled and any partial premiums paid will be
returned to the applicant.

Under certain circumstances a Policy may be issued with a backdated policy
date. A Policy will not be backdated more than six months before the date of
the application for the Policy. Monthly deductions will be made for the period
the policy date is backdated.

   
All premiums received whether prior to the effective date or not will be
allocated among Investment Accounts or the Guaranteed Interest Account as of
the date the premiums were received at the Manufacturers Life of America
Service Office. Monthly deductions are due on the policy date and at the
beginning of each policy month thereafter. However, if due prior to the
effective date, they will be taken on the effective date instead of the dates
they were due. 
    

WHAT LIMITATIONS APPLY TO PREMIUM AMOUNTS?

After the payment of the initial premium, premiums may be paid at any time and
in any amount during the lifetime of the life insured, subject to the
limitations on premium amount and the minimum premium requirement described
below. Premiums after the first must be paid to the Manufacturers Life of
America Service Office. Unlike traditional insurance, premiums are not payable
at specified intervals and in specified amounts. A Policy will be issued with a
planned premium, which is based on the amount of premium the policyowner wishes
to pay. The planned premium during the first two policy years must be such that
the minimum premium requirement will be met. Manufacturers Life of America will
send notices to the policyowner setting forth the planned premium at the
payment interval selected by the policyowner, unless payment is being made
pursuant to a pre-authorized payment plan. However, the policyowner is under no
obligation to make the indicated payment.

Manufacturers Life of America will not accept any premium payment which is less
than $50, unless the premium is payable pursuant to a pre-authorized payment
plan. In that case the Company will accept a payment of as little as $10.
Manufacturers Life of America may change these minimums on 90 days' written
notice. The Policies also limit the sum of the premiums that may be paid at any
time so as to preserve the qualification of the Policies as life insurance for
federal tax purposes. These limitations are set forth in each Policy.
Manufacturers Life of America reserves the right to refuse or refund any
premium payments that may cause the Policy to fail to qualify as life insurance
under applicable tax law.

MINIMUM PREMIUM REQUIREMENT. The Policy provides for a minimum premium
requirement. The minimum premium requirement is met if at the beginning of each
policy month the sum of all premiums paid less any partial withdrawals and any
Policy Debt is at least equal to the sum of the minimum monthly premiums since
the policy date. The minimum premium as an annualized amount is set forth in
the Policy. It is subject to change if the face amount of the Policy or the
death benefit option is changed (see Insurance Benefit -- "Can The Death
Benefit Option Be Changed?" and "Can The Face Amount Of A Policy Be Changed?")
or if there is any change in the supplementary benefits added to the Policy or
in the rate classification of the life insured.

IS THERE A DEATH BENEFIT GUARANTEE?

If the minimum premium requirement is met, Manufacturers Life of America will
guarantee that the Policy will not go into default even if a combination of
policy loans, adverse investment experience or other factors should cause the
Policy's Net Cash Surrender Value to be insufficient to meet the monthly
deduction due at the beginning of a policy month. If the guarantee is in
effect, Manufacturers Life of America will not allow the Net Policy Value to go
below zero, although it will continue to assess a monthly deduction at the
beginning of each policy month until the Net Policy Value should fall to zero.
The guarantee provides assurance to the policyowner that the Policy will remain
in force regardless of the investment performance of the sub-accounts selected
by the policyowner, provided the policyowner has satisfied the minimum premium
requirement.

The death benefit guarantee will expire on the policy anniversary on which the
life insured is 70 years old, or two years after the policy date if later.
While the guarantee is in effect, Manufacturers Life of America will determine
at the beginning of each policy month whether the minimum premium requirement
has been met. If it has not been met, the Company will notify the policyowner
of that fact and allow a 61-day grace period in which the policyowner may make
a premium payment sufficient to keep the death benefit guarantee in effect. The
required payment will be equal to the minimum premium due at the date the
minimum premium requirement was not met plus the minimum premium due for the
next two policy months. If the required payment is not received by the end of
the grace period, the death benefit guarantee will terminate. Once it is
terminated, it cannot be reinstated.





                                                                              11

   15

WHEN DOES A POLICY GO INTO DEFAULT?

DEFAULT PRIOR TO SECOND POLICY ANNIVERSARY. If the minimum premium requirement
should not be met at the beginning of any policy month during the first two
policy years, the Policy will go into default. Manufacturers Life of America
will notify the policyowner of the default and allow a 61-day grace period in
which the policyowner may make a premium payment sufficient to bring the Policy
out of default. The required premium will be equal to the minimum premium due
at the date of default plus the minimum premium due for the next two policy
months. If the required payment is not received by the end of the grace period,
the Policy will terminate and the Net Cash Surrender Value as of the date of
default less the monthly deduction then due will be paid to the policyowner
together with any refund of excess sales loading to which the policyowner is
entitled. See Charges -- "What Are The Surrender Charges?"

DEFAULT AFTER SECOND POLICY ANNIVERSARY. If the death benefit guarantee is no
longer in effect, a Policy will go into default after the second policy
anniversary if at the beginning of any policy month the Policy's Net Cash
Surrender Value would go below zero after deducting the monthly deduction then
due. As with a default during the first two policy years, Manufacturers Life of
America will notify the policyowner of the default and will allow a 61-day
grace period in which the policyowner may make a premium payment sufficient to
bring the Policy out of default. The required payment will be equal to the
amount necessary to bring the Net Cash Surrender Value to zero, if it was less
than zero at the date of default, plus the monthly deductions due at the date
of default and payable at the beginning of each of the two policy months
thereafter. If the required payment is not received by the end of the grace
period, the Policy will terminate and the Net Cash Surrender Value as of the
date of default less the monthly deduction then due will be paid to the
policyowner together with any refund of excess sales loading to which the
policyowner is entitled. See Charges -- "What Are The Surrender Charges?" If
the life insured should die during the grace period following a Policy's going
into default, the Policy Value used in the calculation of the death benefit
will be the Policy Value as of the date of default and the insurance benefit
payable will be reduced by any outstanding monthly deductions due at the time
of death.

HOW CAN A TERMINATED POLICY BE REINSTATED?

A policyowner can reinstate a Policy which has terminated after going into
default at any time within the five-year period following the date of
termination subject to the following conditions:

(a)      The Policy must not have been surrendered for its Net Cash Surrender
         Value;

(b)      Evidence of the life insured's insurability satisfactory to
         Manufacturers Life of America is furnished to it;

(c)      A premium equal to the payment required during the grace period
         following default to keep the Policy in force is paid to Manufacturers
         Life of America; and

(d)      An amount equal to any amounts paid by Manufacturers Life of America
         in connection with the termination of the Policy is repaid to
         Manufacturers Life of America.

If the reinstatement is approved, the date of reinstatement will be the later
of the date of the policyowner's written request or the date the required
payment is received at the Manufacturers Life of America Service Office.

HOW MAY NET PREMIUMS BE INVESTED?

Net premiums (gross premiums less the premium tax deduction and sales charge)
may be allocated to either the Guaranteed Interest Account for accumulation at
a rate of interest equal to at least 4% or to one or more of the Investment
Accounts for investment in the Fund shares held by the corresponding
sub-account of the Separate Account. Allocations among the Investment Accounts
and the Guaranteed Interest Account are made as a percentage of the net
premium. The percentage allocation to any account may be any whole number
between zero and 100, provided the total percentage allocations equal 100. A
policyowner may change the way in which net premiums are allocated at any time
without charge. The change will take effect on the date a written or telephonic
request for change satisfactory to the Company is received at the Manufacturers
Life of America Service Office.





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   16

IS THERE A SHORT-TERM CANCELLATION RIGHT,
OR "FREE LOOK"?

A Policy may be returned for a full refund within 10 days after it is received,
within 45 days after the application for the Policy is signed, or within 10
days after Manufacturers Life of America mails or delivers a notice of right of
withdrawal, whichever is latest. The Policy can be mailed or delivered to the
Manufacturers Life of America agent who sold it or to the Manufacturers Life of
America Service Office. Immediately on such delivery or mailing, the Policy
shall be deemed void from the beginning. Within seven days after receipt of the
returned Policy at its Service Office, Manufacturers Life of America will
refund any premium paid.  Manufacturers Life of America reserves the right to
delay the refund of any premium paid by check until the check has cleared.

If a policyowner requests an increase in face amount which results in new
surrender charges, he or she will have the same rights as described above to
cancel the increase. If cancelled, the Policy Value and the surrender charges
will be recalculated to the amounts they would have been had the increase not
taken place. A policyowner may request a refund of all or any portion of
premiums paid during the free look period, and the Policy Value and the
surrender charges will be recalculated to the amounts they would have been had
the premiums not been paid.

WHAT ARE THE CONVERSION PRIVILEGES OF THE POLICY?

The policyowner may effectively convert his or her Policy to a fixed benefit
policy by transferring the Policy Value in all of the Investment Accounts to
the Guaranteed Interest Account and by changing his or her allocation of net
premiums entirely to the Guaranteed Interest Account. As long as the entire
Policy Value is allocated to the Guaranteed Interest Account, the Policy Value,
other values based thereon and the death benefit will be determinable and
guaranteed. The Investment Account values to be transferred to the Guaranteed
Interest Account will be determined as of the Business Day on which
Manufacturers Life of America receives the request for conversion. There will
be no change in the issue age, risk class of the life insured or face amount as
a result of the conversion. A transfer of any or all of the Policy Value to the
Guaranteed Interest Account can be made at any time, even if a prior transfer
has been made during the policy month.


INSURANCE BENEFIT

WHAT IS THE INSURANCE BENEFIT?

If the Policy is in force at the time of the life insured's death,
Manufacturers Life of America will pay an insurance benefit based on the death
benefit option selected by the policyowner upon receipt of due proof of death.
The amount payable will be the death benefit under the selected option, plus
any amounts payable under any supplementary benefits added to the Policy, less
the value of the Loan Account at the date of death. The insurance benefit will
be paid in one sum unless another form of settlement option is agreed to by the
beneficiary and the Company. If the insurance benefit is paid in one sum,
Manufacturers Life of America will pay interest from the date of death to the
date of payment. If the life insured should die after the Company's receipt of
a request for surrender, no insurance benefit will be payable, and
Manufacturers Life of America will pay only the Net Cash Surrender Value.





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WHAT DEATH BENEFIT OPTIONS ARE AVAILABLE?

The Policies permit the policyowner to select one of two death benefit options
-- Option 1 and Option 2. Under Option 1 the death benefit is the face amount
of the Policy at the date of death or, if greater, the Policy Value at the date
of death multiplied by the applicable percentage in the table set forth below.
Under Option 2 the death benefit is the face amount of the Policy plus the
Policy Value at the date of death or, if greater, the Policy Value at the date
of death multiplied by the applicable percentage in the following table:



ATTAINED        CORRIDOR     ATTAINED      CORRIDOR      ATTAINED       CORRIDOR     ATTAINED        CORRIDOR
  AGE          PERCENTAGE      AGE        PERCENTAGE       AGE         PERCENTAGE      AGE          PERCENTAGE
--------       ----------    --------     ----------     --------      ----------    --------       ----------
                                                                                   
40 & below  . . . .  250%      51  . . . . . .  178%        62  . . . . . .  126%       73  . . . . . . 109%
41  . . . . . . . .  243       52  . . . . . .  171         63  . . . . . .  124        74  . . . . . . 107
42  . . . . . . . .  236       53  . . . . . .  164         64  . . . . . .  122        75-90 . . . . . 105
43  . . . . . . . .  229       54  . . . . . .  157         65  . . . . . .  120        91  . . . . . . 104
44  . . . . . . . .  222       55  . . . . . .  150         66  . . . . . .  119        92  . . . . . . 103
45  . . . . . . . .  215       56  . . . . . .  146         67  . . . . . .  118        93  . . . . . . 102
46  . . . . . . . .  209       57  . . . . . .  142         68  . . . . . .  117        94  . . . . . . 101
47  . . . . . . . .  203       58  . . . . . .  138         69  . . . . . .  116        95 & above  . . 100
48  . . . . . . . .  197       59  . . . . . .  134         70  . . . . . .  115
49  . . . . . . . .  191       60  . . . . . .  130         71  . . . . . .  113
50  . . . . . . . .  185       61  . . . . . .  128         72  . . . . . .  111



Regardless of which death benefit option is in effect, the relationship of
Policy Value to death benefit will change whenever the "corridor percentages"
are used to determine the amount of the death benefit, in other words, whenever
multiplying the Policy Value by the applicable percentage set forth in the
above table results in a greater death benefit than would otherwise apply under
the selected option. For example, assume the life insured under a Policy with a
face amount of $100,000 has an attained age of 40. If Option 1 is in effect,
the corridor percentage will produce a greater death benefit whenever the
Policy Value exceeds $40,000 (250% X $40,000 = $100,000). If the Policy Value
is less than $40,000, an incremental change in Policy Value, up or down, will
have no effect on the death benefit. If the Policy Value is greater than
$40,000, an incremental change in Policy Value will result in a change in the
death benefit by a factor of 2.5. Thus, if the Policy Value were to increase to
$40,010, the death benefit would be increased to $100,025 (250% X $40,010 =
$100,025).

If Option 2 were in effect in the above example, the corridor percentage would
produce a greater death benefit whenever the Policy Value exceeded $66,667. At
that point the death benefit produced by multiplying the Policy Value by 250%
would result in a greater amount than adding the Policy Value to the face
amount of the Policy. If the Policy Value is less than $66,667, an incremental
change in Policy Value will have a dollar-for-dollar effect on the death
benefit. If the Policy Value is greater than $66,667, an incremental change in
Policy Value will result in a change in the death benefit by a factor of 2.5 in
the same manner as would be the case under Option 1 when the corridor
percentage determined the death benefit.

CAN THE DEATH BENEFIT OPTION BE CHANGED?

The death benefit option is selected initially by the policyowner in the
application. After the Policy has been in force for two years the death benefit
option may be changed effective with a policy anniversary. Written request for
a change must be received by Manufacturers Life of America at least 30 days
prior to a policy anniversary in order to become effective on that date. The
Company reserves the right to limit a request for change if the change would
cause the Policy to fail to qualify as life insurance for tax purposes.

A change in death benefit option will result in a change in the Policy's face
amount in order to avoid any change in the amount of the death benefit. If the
change in death benefit is from Option 1 to Option 2, the new face amount will
be equal to the face amount prior to the change minus the Policy Value on the
effective date of the change. If the change in death benefit is from Option 2
to Option 1, the new face amount will be equal to the face amount prior to the
change plus the Policy Value on the effective date of the change. The increase
in face amount resulting from a change to Option 1 will not affect the amount
of surrender charges to which a Policy may be subject. A change to Option 2
will be subject to satisfactory evidence of insurability and will not be
allowed if it would cause the face amount of the Policy to go below the minimum
face amount of $25,000.

Policyowners who wish to have level insurance coverage should generally select
Option 1. Under Option 1, increases in Policy Value usually will reduce the net
amount of risk under a Policy which will reduce cost of insurance charges. This
means that favorable investment performance should result in a faster increase
in Policy Value than would occur under an identical Policy with Option 2 in
effect. However, the larger Policy Value which may result under Option 1 will
not affect the amount of the death benefit unless the corridor percentages are
used to determine the death benefit.


                                                                              14

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Policyowners who want to have the Policy Value reflected in the death benefit
so that any increases in Policy Value will increase the death benefit should
generally select Option 2. Under Option 2 the net amount at risk will remain
level unless the corridor percentages are used to determine death benefit, in
which case increases in Policy Value will increase the net amount at risk.

CAN THE FACE AMOUNT OF A POLICY BE CHANGED?

Subject to certain limitations, a policyowner may, upon written request,
increase or decrease the face amount of the Policy. A change in face amount
will usually affect the minimum premium requirement, the monthly deduction and
surrender charges (see "Charges"). Currently, a change in face amount must be
at least $10,000, except in the case of group or sponsored arrangements where
the minimum change is $5,000. Manufacturers Life of America reserves the right
to increase or decrease the minimum face amount change on 90 days' written
notice to the policyowner. The Company also reserves the right to limit a
change in face amount so as to prevent the Policy from failing to qualify as
life insurance for tax purposes.

INCREASES. Increases in face amount are subject to satisfactory evidence of
insurability. Increases may be made only once per policy year and only after
the first policy year. An increase will become effective at the beginning of
the policy month following the date Manufacturers Life of America approves the
requested increase. The Company reserves the right to refuse a requested
increase if the life insured's age at the effective date of the increase would
be greater than the maximum issue age for new Policies at that time.

An increase in face amount will usually result in the Policy's being subject to
new surrender charges. The new surrender charges will be computed as if a new
Policy were being purchased for the increase in face amount. For purposes of
determining the new deferred sales charge, a portion of the Policy Value at the
time of the increase, and a portion of the premiums paid on or subsequent to
the increase, will be deemed to be premiums attributable to the increase. See
Charges -- "What Are The Surrender Charges?" Any increase in face amount to a
level less than the highest face amount previously in effect will have no
effect on the surrender charges to which the Policy is subject, since surrender
charges, if applicable, will have been assessed in connection with the prior
decrease in face amount. As with the purchase of a Policy, a policyowner will
have free look and refund rights with respect to any increase resulting in new
surrender charges.

No additional premium is required for a face amount increase. However, a
premium payment may be necessary to avoid the Policy's going into default,
since new surrender charges resulting from an increase would automatically
reduce the Net Cash Surrender Value of the Policy. Moreover, a new minimum
premium will be determined for purposes of the death benefit guarantee. The
insurance coverage eliminated by the decrease of the oldest face amount will be
deemed to be restored first.

DECREASES. A decrease in the face amount may be requested after the Policy has
been in force for one year, except during the one- year period following any
increase in face amount. In addition, during the two-year period following an
increase in face amount, the policyowner may elect at any time to cancel the
increase and have the deferred sales charge for the increase reduced by the
refund of any excess sales load attributable to the increase. A decrease in
face amount will be effective only on a policy anniversary.  Written request
for a decrease must be received by Manufacturers Life of America at least 30
days prior to a policy anniversary in order to become effective on that date. A
decrease will not be allowed if it would cause the face amount to go below the
minimum face amount of $25,000, or $10,000 in the case of group or sponsored
arrangements.

A decrease in face amount during the 15-year period following issuance of the
Policy or any increase in face amount will usually result in surrender charges
being deducted from the Policy Value. See Charges -- "What Are The Surrender
Charges?" For purposes of determining surrender and cost of insurance charges,
a decrease will reduce face amount in the following order: (a) the face amount
provided by the most recent increase, then (b) the face amounts provided by the
next most recent increases successively, and finally (c) the initial face
amount.


POLICY VALUES

WHAT IS THE POLICY VALUE AND HOW IS IT DETERMINED?

A Policy has a Policy Value, a portion of which is available to the policyowner
by making a policy loan or partial withdrawal or upon surrender of the Policy.
See "What Are The Provisions Governing Policy Loans?" and "How May A
Policyowner Obtain The Net Cash Surrender Value?" below. The Policy Value may
also affect the amount of the death benefit (see Insurance Benefit -- "What
Death Benefit Options Are Available?"). The Policy Value at any time is equal
to the sum of the Values in the Investment Accounts, the Guaranteed Interest
Account and the Loan Account. The following discussion relates only to the
Investment Accounts. Policy loans are discussed under "What Are The Provisions
Governing Policy Loans?" and the Guaranteed Interest Account is discussed under
"The General Account." The portion of the Policy Value based on the Investment
Accounts is not guaranteed and will vary each Business Day with the investment
performance of the underlying Funds.

An Investment Account is established under each Policy for each sub-account of
the Separate Account to which net premiums or transfer amounts have been
allocated. Each Investment Account under a Policy measures the interest of the
Policy in the corresponding sub-account. The value of the Investment Account
established for a particular sub-account is equal to the number of units of
that sub-account credited to the Policy times the value of such units.





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   19

Units of a particular sub-account are credited to a Policy when net premiums
are allocated to that sub-account or amounts are transferred to that
sub-account. Units of a sub-account are cancelled whenever amounts are
deducted, transferred or withdrawn from the sub-account. The number of units
credited or cancelled for a specific transaction is based on the dollar amount
of the transaction divided by the value of the unit on the Business Day on
which the transaction occurs. The number of units credited with respect to a
premium payment will be based on the applicable unit values for the Business
Day on which the premium is received at the Manufacturers Life of America
Service Office, except for any premiums received before the policy date as to
which the applicable unit values will be the values determined on such date.

Units are valued at the end of each Business Day, which is any day that the net
asset value of the Fund shares held by the applicable sub-account is
determined. A Business Day is deemed to end at the time of such determination.
When an order involving the crediting or cancelling of units is received at the
Manufacturers Life of America Service Office after the end of a Business Day or
on a day which is not a Business Day, the order will be processed on the basis
of unit values determined on the next Business Day.  Similarly, any
determination of Policy Value, Investment Account value or death benefit to be
made on a day which is not a Business Day will be made on the next Business
Day.

The value of a unit of each sub-account was initially fixed at $10.00. For each
subsequent Business Day the unit value is determined by taking the value of the
adjusted net assets of the particular sub-account at the end of the Business
Day divided by the total number of units. The value of a unit may increase,
decrease or remain the same, depending on the investment performance of a sub-
account from one Business Day to the next. The unit value for a sub-account for
any Business Day is equal to (a) minus (b), divided by (c), where:

(a) is the net asset value of the sub-account at the end of such Business Day;

(b) is a charge not exceeding 0.000017866 for each calendar day since the
preceding Business Day, multiplied by the net assets of the sub-account as of
the end of such Business Day, corresponding to a charge not exceeding 0.65% per
year for mortality and expense risks; and

(c) is the total number of units of the sub-account.

Manufacturers Life of America reserves the right to adjust the above formula
for any taxes determined by it to be attributable to the operations of the
sub-account.

TRANSFERS OF POLICY VALUE.

Under the Policies a policyowner may change the extent to which his or her
Policy Value is based upon any specific sub-account of the Separate Account or
the Company's general account. Such changes are made by transferring amounts
from one or more Investment Accounts or the Company's general account to other
Investment Accounts or the Company's general account. A policyowner is
permitted to make one transfer each policy month. For this purpose all transfer
requests received by Manufacturers Life of America on the same Business Day are
treated as a single transfer. Transfers are free of charge.

The minimum amount that may be transferred from an account is the lesser of
$500 or the entire account value. The maximum amount that may be transferred
from the Guaranteed Interest Account in any one policy year is the greater of
$500 or 15% of the Guaranteed Interest Account value at the previous policy
anniversary. Any transfer which involves a transfer out of the Guaranteed
Interest Account may not involve a transfer to the Investment Account for the
Money-Market Fund.

Transfer requests must be in a format satisfactory to Manufacturers Life of
America and in writing, or by telephone if a currently valid telephone transfer
authorization form is on file. Although failure to follow reasonable procedures
may result in Manufacturers Life of America's liability for any losses
resulting from unauthorized or fraudulent telephone transfers, Manufacturers
Life of America will not be liable for following instructions communicated by
telephone that it reasonably believes to be genuine.  Manufacturers Life of
America will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine.  Such procedures shall consist of
confirming a valid telephone authorization form is on file, tape recording all
telephone transactions and providing written confirmation thereof.

The policyowner may effectively convert his or her Policy to a fixed benefit
policy by transferring the Policy Value in all of the Investment Accounts to
the Guaranteed Interest Account and by changing his or her allocation of net
premiums entirely to the Guaranteed Interest Account. As long as the entire
Policy Value is allocated to the Guaranteed Interest Account, the Policy Value,
other values based thereon and the death benefit will be determinable and
guaranteed. The Investment Account values to be transferred to the Guaranteed
Interest Account will be determined as of the Business Day on which
Manufacturers Life of America receives the request for conversion. There will
be no change in the issue age, risk class of the life insured or face amount as
a result of the conversion. A transfer of any or all of the Policy Value to the
Guaranteed Interest Account can be made at any time, even if a prior transfer
has been made during the policy month.





                                                                              16

   20

DOLLAR COST AVERAGING. Manufacturers Life of America will offer policyowners a
Dollar Cost Averaging program. Under this program amounts will be automatically
transferred at predetermined intervals from one Investment Account to any other
Investment Account(s) or the Guaranteed Interest Account.

Under the Dollar Cost Averaging program the policyowner will designate an
amount to be transferred each month from one Investment Account into any other
Investment Account(s) or the Guaranteed Interest Account. Each transfer under
the Dollar Cost Averaging program must be of a minimum amount as set by
Manufacturers Life of America. Once set, this minimum may be changed at any
time at the discretion of Manufacturers Life of America. Currently, no charge
will be made for this program if the Policy Value exceeds $15,000 on the date
of transfer. Otherwise, there will be a charge of $5 for each transfer under
this program. The charge will be deducted from the value of the Investment
Account out of which the transfer occurs. If insufficient funds exist to effect
a Dollar Cost Averaging transfer, including the charge, if applicable, the
transfer will not be effected and the policyowner will be so notified.
Manufacturers Life of America reserves the right to cease to offer this program
on 90 days' written notice to the policyowner.

ASSET ALLOCATION BALANCER TRANSFERS. Manufacturers Life of America will also
offer policyowners the ability to have amounts automatically transferred among
stipulated Investment Accounts to maintain an allocated percentage in each
stipulated Investment Account.

Under the Asset Allocation Balancer program the policyowner will designate an
allocation of Policy Value among Investment Accounts.  On the policy
anniversary, and at six month intervals thereafter, Manufacturers Life of
America will move amounts among the Investment Accounts as necessary to
maintain the policyowner's chosen allocation. Currently, the charge for this
program is $15 per transfer or series of transfers occurring on the same
transfer date. This charge will be deducted from all accounts affected by the
Asset Allocation Balancer transfer in the same proportion that the value in
each account bears to the Policy Value immediately after the transfer.
Manufacturers Life of America reserves the right to cease to offer this program
on 90 days' written notice to the policyowner.

WHAT ARE THE PROVISIONS GOVERNING POLICY LOANS?

On or after the first policy anniversary, while the Policy is in force, the
policyowner may borrow against the Policy Value of his or her Policy. The
one-year waiting period for borrowing against the Policy Value is waived in the
case of policies which are exchanged for Manufacturers Life of America Policies
and a policy loan will be permitted in an amount equal to the lesser of (a) the
amount rolled over into the Manufacturers Life of America Policy and (b) the
loan value of the Policy. The Policy serves as the only security for the loan.
The amount of any loan must be at least $500 and cannot exceed the amount which
would cause the Modified Policy Debt to equal the loan value of the Policy on
the date of the loan. The loan value is the Policy's Cash Surrender Value less
the monthly deductions due to the next policy anniversary. The Modified Policy
Debt as of any date is the Policy Debt (the aggregate amount of policy loans,
including borrowed interest, less any loan repayments) plus the amount of
interest to be charged to the next policy anniversary, all discounted from the
next policy anniversary to such date at an annual rate of 4%. An amount equal
to the Modified Policy Debt is transferred to the Loan Account to ensure that a
sufficient amount will be available to pay interest on the Policy Debt at the
next policy anniversary.

For example, assume a Policy with a loan value of $5,000, no outstanding policy
loans and a loan interest rate of 8%. The maximum amount that can be borrowed
is an amount that will cause the Modified Policy Debt to equal $5,000. If the
loan is made on a policy anniversary, the maximum loan will be $4,815. This
amount at 8% interest will equal $5,200 one year later; $5,200 discounted to
the date of the loan at 4% (the Modified Policy Debt) equals $5,000. Because
the minimum rate of interest credited to the Loan Account is 4%, $5,000 must be
transferred to the Loan Account to ensure that $5,200 will be available at the
next policy anniversary to cover the interest accrued on the Policy Debt.

When a loan is made, Manufacturers Life of America will deduct from the
Investment Accounts or the Guaranteed Interest Account, and transfer to the
Loan Account, an amount which will result in the Loan Account value being equal
to the Modified Policy Debt. The policyowner may designate how the amount to be
transferred to the Loan Account is allocated among the accounts from which the
transfer is to be made. In the absence of instructions, the amount to be
transferred will be allocated to each account in the same proportion as the
value in each Investment Account and the Guaranteed Interest Account bears to
the Net Policy Value. A transfer from an Investment Account will result in the
cancellation of units of the underlying sub-account equal in value to the
amount transferred from the Investment Account. However, since the Loan Account
is part of the Policy Value, transfers made in connection with a loan will not
change the Policy Value.

A policy loan may result in a Policy's failing to satisfy the minimum premium
requirement, since the Policy Debt is subtracted from the sum of the premiums
Paid in determining whether the minimum premium requirement is met. See Premium
Provisions -- "What Limitations Apply To Premium Amounts?; Minimum Premium
Requirement." As a result, the Policy may go into default if the minimum
premium requirement is not met during the first two policy years, or the death
benefit guarantee may terminate if the minimum premium requirement is not met
either before or after the second policy anniversary. See Premium Provisions --
"Is There A Death Benefit Guarantee?" and "When Does A Policy Go Into Default?"
Moreover, if the death benefit guarantee is not in force, a policy loan may
cause a Policy to be more susceptible to going into default, since a policy
loan will be reflected in the Net Cash Surrender Value. See Premium Provisions
-- "When Does A Policy Go Into Default?" A policy loan will also have an effect
on future Policy Values, since that portion of the Policy Value in the Loan
Account will increase in value at the crediting interest rate





                                                                              17

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rather than varying with the performance of the underlying Funds selected by
the policyowner or increasing in value at the rate of interest credited for
amounts allocated to the Guaranteed Interest Account. Finally, a policy loan
will affect the amount payable on the death of the life insured, since the
death benefit is reduced by the value of the Loan Account at the date of death
in arriving at the insurance benefit.

INTEREST CHARGED ON POLICY LOANS. Interest on the Policy Debt will accrue daily
and be payable annually on the policy anniversary.  The rate of interest
charged will be either on a fixed basis or a variable basis as selected by the
policyowner in the application.  The policyowner may change the interest basis
on any policy anniversary provided a written request for change is received by
the Company at least 60 days before the anniversary on which such change is to
be effective.

If the policyowner elects to have interest charged on a fixed basis, interest
will be at an effective annual rate of 8%. If the policyowner elects to have
interest charged on a variable basis, the rate will be determined by
Manufacturers Life of America at the beginning of each policy year, and the
rate so determined will be effective until the next policy anniversary at which
time it will be recalculated. Except as described below, the variable rate will
not exceed the greater of 6% per year or the Moody's Corporate Bond Yield
Average -- Monthly Average Corporates for the calendar month ending two months
before the beginning of the month in which the policy anniversary falls. On
each policy anniversary, the annual rate of interest may be adjusted up or
down, but no adjustment will be made unless the Moody's Average for the month
ending two months before the date of determination is at least one-half of one
percent greater or less than the rate in effect for the year then ending. If
the interest due on a policy anniversary is not paid by the policyowner, the
interest will be borrowed against the policy.

INTEREST CREDITED TO THE LOAN ACCOUNT. Manufacturers Life of America will
credit interest to any amount in the Loan Account at an effective annual rate
of at least 4%. The actual rate credited is:

-   the rate of interest charged on the policy loan less .50% on amounts up to
    the Policy's "loan tier amount"; and

-   the rate of interest charged on the policy loan less an interest rate
    differential (currently 1.25%) on amounts in excess of the "loan tier
    amount."

Manufacturers Life of America may change the interest rate differential on 90
days' written notice to the policyowner. The loan tier amount at any time is
equal to 25% of (a) minus (b) where (a) is the Policy's Cash Surrender Value at
the previous policy anniversary and (b) is the sum of the minimum monthly
premiums since issuance of the Policy to that date (see Premium Provisions
--"What Limitations Apply To Premium Amounts?"). The loan tier amount cannot be
a negative number.

To illustrate the application of the loan tier amount, assume a Policy with a
Cash Surrender Value at the previous policy anniversary of $10,000, the sum of
the minimum monthly premiums since issuance to the previous policy anniversary
of $6,000 and a Loan Account value of $8,000. The loan tier amount is $1,000
[25% X ($10,000 - $6,000)]. If loan interest is being charged at the fixed rate
of 8%, $1,000 of the Loan Account value will accrue interest at 7.5% and the
remaining $7,000 will accrue interest at 6.75%.

LOAN ACCOUNT ADJUSTMENTS. When a loan is first taken out, and at specified
events thereafter, the value of the Loan Account is adjusted. Whenever the Loan
account is adjusted, the difference between (i) the Loan Account before any
adjustment and (ii) the Modified Policy Debt at the time of adjustment, is
transferred between the Loan Account and the Investment Accounts or the
Guaranteed Interest Account. The amount transferred to or from the Loan Account
will be such that the value of the Loan Account is equal to the Modified Policy
Debt after the adjustment.

The specified events which cause an adjustment to the Loan Account are (i) a
policy anniversary, (ii) a partial or full loan repayment, (iii) a new loan
being taken out, or (iv) when an amount is needed to meet a monthly deduction.
A loan repayment may be implicit in that policy debt is effectively repaid upon
termination, that is upon death of the life insured, surrender or lapse of the
policy. In each of these instances, the Loan Account will be adjusted with any
excess of the Loan Account over the Modified Policy Debt after the repayment
being included in the termination proceeds.

Except as noted below in the Loan Repayments section, amounts transferred from
the Loan Account will be allocated to the Investment Accounts and the
Guaranteed Interest Account in the same proportion as the value in the
corresponding "loan sub-account" bears to the value of the Loan Account. A
"loan sub-account" exists for each Investment Account and for the Guaranteed
Interest Account.  Amounts transferred to the Loan Account are allocated to the
appropriate loan sub-account to reflect the account from which the transfer was
made.

LOAN ACCOUNT ILLUSTRATION. The operation of the Loan Account may be illustrated
by consideration of the Policy previously described with a loan value of
$5,000, a loan interest rate of 8%, and a maximum loan amount on a policy
anniversary of $4,815. For purposes of the illustration, assume that the loan
tier amount is zero. If a loan in the maximum amount of $4,815 is made, an
amount equal to the Modified Policy Debt, $5,000, is transferred to the Loan
Account. At the next policy anniversary the value of the Loan Account will have
increased to $5,337.50 ($5,000 X 1.0675) reflecting interest credited at an
effective annual rate of 6.75%. At that time the loan will have accrued
interest charges of $385 ($4,815 X .08) bringing the Policy Debt to $5,200.


                                                                              18

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If the accrued interest charges are paid on the policy anniversary, the Policy
Debt will continue to be $4,815, and the Modified Policy Debt, reflecting
interest for the next policy year and discounting the Policy Debt and such
interest at 4%, will be $5,000.  An amount will be transferred from the Loan
Account to the Guaranteed Interest Account or the Investment Accounts so that
the Loan Account value will equal the Modified Policy Debt.

Since the Loan Account value was $5,337.50, a transfer of $337.50 will be
required ($5,337.50 - $5,000).

If, however, the accrued interest charges of $385 are borrowed, an amount will
be transferred from the Investment Accounts and the Guaranteed Interest Account
so that the Loan Account value will equal the Modified Policy Debt recomputed
at the policy anniversary.  The new Modified Policy Debt is the Policy Debt,
$5,200, plus loan interest to be charged to the next policy anniversary, $416
($5,200 X .08), discounted at 4%, which results in a figure of $5,400. Since
the value of the Loan Account was $5,337.50, a transfer of $62.50 will be
required. This amount is equivalent to the 1.25% interest rate differential on
the $5,000 transferred to the Loan Account on the previous policy anniversary.

LOAN REPAYMENTS. Policy Debt may be repaid in whole or in part at any time
prior to the death of the life insured provided the Policy is in force. When a
repayment is made, the amount is credited to the Loan Account and a transfer is
made to the Guaranteed Interest Account or the Investment Accounts so that the
Loan Account at that time equals the Modified Policy Debt. Loan repayments will
first be allocated to the Guaranteed Interest Account until the associated loan
sub-account is reduced to zero. Any other amounts transferred from the Loan
Account will be allocated to the Guaranteed Interest Account and each
Investment Account in the same proportion as the value in the corresponding
loan sub-account bears to the value of the Loan Account. Amounts paid to the
Company not specifically designated in writing as loan repayments will be
treated as premiums.

HOW MAY A POLICYOWNER OBTAIN THE NET CASH SURRENDER VALUE?

A Policy may be surrendered for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less any surrender charges and outstanding monthly deductions due (the
"Cash Surrender Value") minus the value of the Loan Account. The Net Cash
Surrender Value will be determined at the end of the Business Day on which
Manufacturers Life of America receives the Policy and a written request for
surrender at its Service Office. After a Policy is surrendered, the insurance
coverage and all other benefits under the Policy will terminate. Surrender of a
Policy within 15 years of issuance or an increase in face amount will usually
result in the assessment by Manufacturers Life of America of surrender charges.
(See Charges -- "What Are The Surrender Charges?")

After a Policy has been in force for two policy years, the policyowner may make
a partial withdrawal of the Net Cash Surrender Value. The minimum amount that
may be withdrawn is $500. The policyowner should specify the portion of the
withdrawal to be taken from each Investment Account and the Guaranteed Interest
Account. In the absence of instructions, the withdrawal will be allocated among
such accounts in the same proportion as the Policy Value in each account bears
to the Net Policy Value. No more than one partial withdrawal may be made in any
one policy month.

Like surrender of a Policy, a partial withdrawal made within 15 years following
issuance of the Policy or a face amount increase will result in the assessment
of a portion of the surrender charges to which the Policy is subject if the
withdrawal is in excess of the Withdrawal Tier Amount. The Withdrawal Tier
Amount is equal to 10% of the Net Cash Surrender Value determined as of the
previous policy anniversary. In determining what, if any, portion of a partial
Net Cash Surrender Value withdrawal is in excess of the Withdrawal Tier Amount,
all previous partial Net Cash Surrender Value withdrawals that have occurred in
the current policy year are included. The portion of the surrender charges
assessed will be based on the ratio of the amount of the withdrawal which
exceeds the Withdrawal Tier Amount to the Net Cash Surrender Value of the
Policy immediately prior to the withdrawal. The surrender charges will be
deducted from each Investment Account and the Guaranteed Interest Account in
the same proportion as the amount of the withdrawal taken from such account
bears to the total amount of the withdrawal (see Charges -- "What Are The
Surrender Charges?"). If the amount in the account is not sufficient to pay the
portion of the surrender charges allocated to that account, then the portion of
the withdrawal allocated to that account will be reduced so that the withdrawal
plus the portion of the surrender charges allocated to that account equal the
value of that account. Units equal to the amount of the partial withdrawal
taken, and surrender charges deducted, from each Investment Account will be
cancelled based on the value of such units determined at the end of the
Business Day on which Manufacturers Life of America receives a written request
for withdrawal at its Service Office.

If the Option 1 death benefit is in effect under a Policy from which a partial
withdrawal is made, the face amount of the Policy will be reduced. If the death
benefit is equal to the face amount at the time of withdrawal, the face amount
will be reduced by the amount of the withdrawal plus the portion of the
surrender charges assessed. If the death benefit is based upon the Policy Value
times the applicable percentage set forth under Insurance Benefit "What Death
Benefit Options Are Available?" above, the face amount will be reduced only to
the extent that the amount of the withdrawal plus the portion of the surrender
charges assessed exceeds the difference between the death benefit and the face
amount. Reductions in face amount resulting from partial withdrawals will not
incur any surrender charges above the surrender charges applicable to the
withdrawal. When the face amount of a Policy is based on one or more increases
subsequent to issuance of the Policy, a reduction resulting from a partial
withdrawal will be applied in the same manner as a requested decrease in face
amount, i.e., against the face amount provided by the most recent increase,
then against the next most recent increases successively and finally against
the initial face amount.





                                                                              19

   23

CHARGES

Charges under the Policies are assessed as (i) deductions from premiums when
made, (ii) surrender charges upon surrender, partial withdrawals, decreases in
face amount or termination following default, (iii) monthly deductions from the
Policy Value, and (iv) risk charges assessed against Separate Account assets.
These charges are described below.

WHAT DEDUCTIONS ARE MADE FROM PREMIUMS?

Manufacturers Life of America deducts a sales charge of 3% of each premium
payment. A deferred sales charge in the maximum amount of 47% of premiums paid
up to two Target Premiums is deducted from the Policy Value upon certain
transactions. See "What Are The Surrender Charges?" below. These charges
compensate the Company for some of the expenses of selling and distributing the
Policies, including agents' commissions, advertising, agent training and the
printing of prospectuses and sales literature.

The sales charges deducted in any policy year are not specifically related to
sales expenses incurred in that year. Instead, the Company expects that the
major portion of the sales expenses attributable to a Policy will be incurred
during the first policy year, although the sales charge deducted from premiums
and any deferred sales charge may be spread out over the period the Policy is
in force. Manufacturers Life of America anticipates that the aggregate amounts
received under the Policies for sales loading will be insufficient to cover
aggregate sales expenses. To the extent that sales expenses exceed sales
charges, Manufacturers Life of America will pay the excess from its other
assets or surplus, including amounts derived from the mortality and expense
risks charge described below. A portion of the sales charge and the deferred
sales charge may be subject to refund if the Policy is surrendered for its Net
Cash Surrender Value at any time during the first two years following issuance
or following an increase in face amount or if the increase is cancelled during
the two-year period following the increase. See "What Are The Surrender
Charges?" (Refund Of Excess Sales Charges).

Manufacturers Life of America deducts a premium tax charge of 2% of each
premium payment. State and local premium taxes differ from state to state. The
2% rate, which cannot be changed, is expected to be sufficient, on average, to
pay premium taxes where required.

WHAT ARE THE SURRENDER CHARGES?

Manufacturers Life of America will assess surrender charges upon surrender or
lapse of a Policy, a partial withdrawal of Policy Value in excess of the
Withdrawal Tier Amount or a requested decrease in face amount. The charges will
be assessed if any of the above transactions occurs within 15 years after
issuance of the Policy or any increase in face amount unless the charges have
been previously deducted. There are two surrender charges -- a deferred
underwriting charge and a deferred sales charge.

DEFERRED UNDERWRITING CHARGE. The deferred underwriting charge is a dollar
amount for each $1,000 of face amount of insurance in accordance with the
following schedule:



Age:                  0-20    21-40   41-50   51-60   61 & above
                                          
Charge Per $1,000:    $2.00   $3.00   $4.00   $5.00      $6.00


The charge per $1,000 will be determined on the basis of the age of the life
insured at issue or upon increase of the face amount, as applicable. The
deferred underwriting charge applicable to each level of insurance coverage
cannot exceed $1,000. The amount of the charge remains level for five years.
Following the fifth year after issuance of the Policy or a face amount
increase, the charge applicable to the initial face amount or increase will
decrease each month by .83%, or 10% per year. After the monthly deduction is
taken for the last policy month preceding the end of the fifteenth year after
issuance or face amount increase, the charge will have decreased to zero. The
applicable percentage of the surrender charges to which the Policy would
otherwise be subject is illustrated on an annual basis by the following table:



      Transaction Occurs
   After Monthly Deduction
     Taken for Last Month        Percent of
    Preceding End of Year    Surrender Charges
    ---------------------    -----------------
                               
 . . . . . . .   5 & below            100%
 . . . . . . .   6                     90%
 . . . . . . .   7                     80%
 . . . . . . .   8                     70%
 . . . . . . .   9                     60%
 . . . . . . .  10                     50%
 . . . . . . .  11                     40%
 . . . . . . .  12                     30%
 . . . . . . .  13                     20%
 . . . . . . .  14                     10%
 . . . . . . .  15 & above              0%



                                                                              20

   24

The surrender charges begin to grade downward before the beginning of the sixth
year for issue ages above 69. For issue ages 70, 71, 72, 73, and issue ages 74
to 80, the surrender charges begin to grade downward at the beginning of the
fifth, fourth, third, second, and first years, respectively.

The deferred underwriting charge is designed to cover the administrative
expenses associated with underwriting and policy issue, including the costs of
processing applications, conducting medical examinations, determining the life
insured's risk class and establishing policy records. Manufacturers Life of
America does not expect to recover from the deferred underwriting charge any
amount in excess of its expenses associated with underwriting and policy issue.

DEFERRED SALES CHARGE. The maximum deferred sales charge is equal to 47% of the
premiums paid under the Policy up to two Target Premiums described below. For
life insureds over age 69 at issue or face amount increase, the applicable
percentage of premiums will be reduced in accordance with the following table:



             Applicable                     Applicable
Age    Percentage of Premiums   Age    Percentage of Premiums
---    ----------------------   ---    ----------------------
                                      
70               45%             76             34%
71               43%             77             33%
72               41%             78             32%
73               39%             79             31%
74               37%             80             30%
75               35%


Like the deferred underwriting charge, the percentage deferred sales charge
applicable to the initial face amount or face amount increase will remain level
for five years (or less for issue ages above 69) and following such period will
decrease .83% per month, or 10% per year, from the charge that would otherwise
apply. See chart under "Deferred Underwriting Charge" above.

As noted above, the deferred sales charge may not exceed 47% of two Target
Premiums. The Target Premium for the initial face amount is set forth in the
Policy. A Target Premium will be computed for each increase in face amount
above the highest face amount of coverage previously in effect, and the
policyowner will be advised of such Target Premium. Target Premiums are
determined on the basis of a target premium rate and the face amount of
insurance provided at issue or by the increase. The applicable rate varies with
the issue age and sex (unless unisex rates are required by law) of the life
insured and, in the case of certain Policies issued in group or sponsored
arrangements providing for reduction in cost of insurance charges (see "Are
There Special Provisions For Group Or Sponsored Arrangements?"), the amount of
insurance coverage. In order to determine the deferred sales charge applicable
to a face amount increase, Manufacturers Life of America will treat a portion
of the Policy Value on the date of increase as a premium attributable to the
increase. In addition, a portion of each premium paid subsequent to the
increase will be attributed to the increase. In each case, the portion
attributable to the increase will be the ratio of the guideline annual premium
(described below) for the increase to the sum of the guideline annual premiums
for the initial face amount and all increases including the requested increase.

REFUND OF EXCESS SALES CHARGES. If a Policy is surrendered for its Net Cash
Surrender Value at any time during the first two years following issuance or
following an increase in face amount or the face amount decreased during the
second year after issuance or after increase in face amount, Manufacturers Life
of America will refund that part of the total sales charges deducted (the sum
of the deferred sales charge and the sales charge deducted from premiums) with
respect to "premiums" paid for the initial face amount or such increase
(including premiums allocated to the increase as described in the preceding
paragraph), whichever is applicable, which is in excess of (i) the sum of 30%
of the "premiums" paid up to one guideline annual premium plus 10% of the
"premiums" paid in excess of one guideline annual premium up to two guideline
annual premiums and (ii) up to 9% of the "premiums" paid in excess of two
guideline annual premiums. Since Target Premiums are always less than guideline
annual premiums, with the deferred sales charge structure described above,
there will be no refund with respect to "premiums" paid in excess of two
guideline annual premiums and these excess "premiums" will not reduce the
refund applicable to "premiums" paid up to two guideline annual premiums.

A policyowner may also elect to cancel an increase in face amount during the
first two years following the increase and have the deferred sales charge for
the increase reduced by the refund of any excess sales load attributable to the
increase. The guideline annual premium, which is set forth in the Policy, is
the level annual premium that would be payable for the life of the Policy for a
specific amount of coverage if premiums were fixed as to both timing and amount
and based on the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker
Mortality Tables, net investment earnings at an effective annual rate of 5% and
fees and charges as set forth in the Policy. In determining the maximum sales
charge allowable, "premiums" will be attributed to the initial face amount and
each increase in the same manner as used in determining the deferred sales
charge applicable to the face amount and each increase, and the guideline
annual premium will be determined separately for the initial face amount and
each increase.

The operation of the maximum sales charge allowable is illustrated by the
following example. Assume that the policyowner has paid $3,000 in premiums
under a Policy with a guideline annual premium of $2,000 and a Target Premium
of $1,500 and decides to surrender his or her Policy during the second policy
year. In the absence of the refund right, the deferred sales charge would be
$1,410 (47% of $3,000). However, under the formula described above, the maximum
sales charge allowable is the sum of $600 (30%





                                                                              21

   25

of $2,000) and $100 (10% of $1,000), or $700. Since a sales load of $90 (3% of
$3,000) was deducted from the premiums when received, and therefore only $610
($700 - $90) of the deferred sales charge may be retained by the Company, a
refund of $800 ($1,410 - $610) will be payable to the policyowner. Since a
deferred sales charge is deducted in the event a Policy terminates for failure
to make the required payment following the Policy's going into default, the
refund right will apply if such termination occurs during the two-year period
following issuance of the Policy or any increase in face amount. If the Policy
terminates during the two years after a face amount increase, the refund will
relate only to the sales charges assessed against premiums attributable to the
increase.

CHARGES ON PARTIAL WITHDRAWALS. As noted above, both the deferred sales charge
and the deferred underwriting charge are applicable in the event of a partial
withdrawal of the Net Cash Surrender Value in excess of the Withdrawal Tier
Amount. A portion of the surrender charges applicable to the initial face
amount and to each increase in face amount will be deducted as a result of the
withdrawal. The portion to be deducted will be the same as the ratio of the
amount of the withdrawal to the Net Cash Surrender Value prior to the
withdrawal.

The charges will be deducted from the Policy Value, and the amount so deducted
will be allocated among the Investment Accounts and the Guaranteed Interest
Account in the same proportion that the withdrawal is allocated among such
accounts. Whenever a portion of the surrender charges are deducted as a result
of a partial withdrawal, the Policy's remaining surrender charges will be
reduced by the amount of the charges taken. The surrender charges not assessed
as a result of the 10% free withdrawal provision remain in effect under the
Policy and may be assessed upon surrender or lapse, other partial withdrawals
or a requested decrease in face amount.

CHARGES ON DECREASES IN FACE AMOUNT. As with partial withdrawals, a portion of
a Policy's surrender charges will be deducted upon a decrease in or
cancellation of face amount requested by the policyowner. Since surrender
charges are determined separately for the initial face amount and each face
amount increase and since a decrease in face amount will have a different
impact on each level of insurance coverage, the portion of the surrender
charges to be deducted with respect to each level of insurance coverage will be
determined separately. Such portion will be the same as the ratio of the amount
of the reduction in such coverage to the amount of such coverage prior to the
reduction. As noted under Insurance Benefit -- "Can The Face Amount Of A Policy
Be Changed?" decreases are applied to the most recent increase first and
thereafter to the next most recent increases successively. The charges will be
deducted from the Policy Value, and the amount so deducted will be allocated
among the Investment Accounts and the Guaranteed Interest Account in the same
proportion as the Policy Value in each bears to the Net Policy Value. Whenever
a portion of the surrender charges is deducted as a result of a decrease in
face amount, the Policy's remaining surrender charges will be reduced by the
amount of the charges taken.

WHAT ARE THE MONTHLY DEDUCTIONS?

On the policy date and at the beginning of each policy month, a deduction is
due from the Policy Value to cover certain charges in connection with the
Policy. Monthly deductions due prior to the effective date will be taken on the
effective date instead of the dates they were due. The charges consist of (i) a
monthly administration charge, (ii) a monthly charge for the cost of insurance,
and (iii) a monthly charge for any supplementary benefits added to the Policy
(see Other Provisions -- "What Supplementary Benefits Are Available?"). The
monthly deduction will be allocated among the Investment Accounts and the
Guaranteed Interest Account in the same proportion as the Policy Value in each
bears to the Net Policy Value.

The monthly administration charge is $6.00. The charge is designed to cover
certain administrative expenses associated with the Policy, including
maintaining policy records, collecting premiums and processing death claims,
surrender and withdrawal requests and various changes permitted under a Policy.
Manufacturers Life of America does not expect to recover from the monthly
administration charge any amount in excess of its accumulated administrative
expenses relating to the Policies and the Separate Account. Even though
administrative expenses may increase, the Company guarantees that it will not
increase the amount of the monthly administration charge.

The monthly charge for the cost of insurance is determined by multiplying the
applicable cost of insurance rate times the net amount at risk at the beginning
of each policy month. The charge for the cost of insurance will reflect any
extra charges for additional ratings indicated in the Policy. The cost of
insurance rate is based on the life insured's age, sex (unless unisex rates are
required by law), risk class, the duration of the insurance coverage and, in
the case of certain Policies issued in group or sponsored arrangements
providing for reduction in cost of insurance charges (see "Are There Special
Provisions For Group Or Sponsored Arrangements?"), the face amount of the
Policy. See Other Matters -- Legal Considerations. The rate is determined
separately for the initial face amount and for each increase in face amount.
Cost of insurance rates will generally increase with the life insured's age.

The cost of insurance rates used by Manufacturers Life of America reflect its
expectations as to future mortality experience. The rates may be changed from
time to time on a basis which does not unfairly discriminate within the class
of lives insured. In no event will the cost of insurance rate exceed the
guaranteed rates set forth in the Policy except to the extent that an extra
charge is imposed because of an additional rating applicable to the life
insured or if simplified underwriting is granted in a group or sponsored
arrangement (see "Are There Special Provisions For Group Or Sponsored
Arrangements?"). The guaranteed rates are based on the 1980 Commissioners
Standard Ordinary Smoker/Nonsmoker Mortality Tables.





                                                                              22

   26

The net amount at risk to which the cost of insurance rate is applied is the
difference between the death benefit, divided by 1.0032737 (a factor which
reduces the net amount at risk for cost of insurance charge purposes by taking
into account assumed monthly earnings at an annual rate of 4%), and the Policy
Value. Because different cost of insurance rates may apply to different levels
of insurance coverage, the net amount at risk will be calculated separately for
each level of insurance coverage. When the Option 1 death benefit is in effect,
for purposes of determining the net amount at risk applicable to each level of
insurance coverage, the Policy Value is attributed first to the initial face
amount and then, if the Policy Value is greater than the initial face amount,
to each increase in face amount in the order made.

Because the calculation of the net amount at risk is different under the death
benefit options when more than one level of insurance coverage is in effect, a
change in the death benefit option may result in a different net amount at risk
for each level of insurance coverage than would have occurred had the death
benefit option not been changed. Since the cost of insurance is calculated
separately for each level of insurance coverage, any change in the net amount
at risk for a level of insurance coverage resulting from a change in the death
benefit option may affect the amount of the charge for the cost of insurance.
Partial withdrawals and decreases in face amount will also affect the manner in
which the net amount at risk for each level of insurance coverage is
calculated.

In group or sponsored arrangements where Manufacturers Life of America issues
Policies with a face amount of less than $25,000 but not less than $10,000,
Policies issued with a face amount of less than $25,000 may be subject to an
additional premium deduction equal to $1.00 per $1,000 face amount. This amount
is added to the cost of insurance and deducted monthly. The amount so added
will not cause the cost of insurance deducted to exceed the guaranteed rates
set forth in the Policy.

ARE THERE SPECIAL PROVISIONS FOR GROUP OR SPONSORED ARRANGEMENTS?

Where permitted by state insurance laws, Policies may be purchased under group
or sponsored arrangements, as well as on an individual basis. As noted
previously, the minimum face amount and minimum change in face amount are
reduced to $10,000 and $5,000, respectively, for Policies issued pursuant to
such arrangements. A "group arrangement" includes a program under which a
trustee, employer or similar entity purchases Policies covering a group of
individuals on a group basis. In California all participants of group
arrangements will be individually underwritten. A "sponsored arrangement"
includes a program under which an employer permits group solicitation of its
employees or an association permits group solicitation of its members for the
purchase of Policies on an individual basis.

The sales charge, monthly deductions, surrender charges, and other charges
described above may be reduced for Policies issued in connection with group or
sponsored arrangements. Such arrangements may include sales without withdrawal
charges and deductions to employees, officers, directors, agents, immediate
family members of the foregoing, and employees of agents of Manufacturers Life
and its subsidiaries. Manufacturers Life of America will reduce the above
charges in accordance with its rules in effect as of the date an application
for a Policy is approved. To qualify for such a reduction, a group or sponsored
arrangement must satisfy certain criteria as to, for example, size of the
group, expected number of participants and anticipated premium payments from
the group.  Generally, the sales contacts and effort, administrative costs and
mortality cost per Policy vary based on such factors as the size of the group
or sponsored arrangements, the purposes for which Policies are purchased and
certain characteristics of its members.  The amount of reduction and the
criteria for qualification will reflect the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying groups and sponsored arrangements.

Manufacturers Life of America may modify from time to time, on a uniform basis,
both the amounts of reductions and the criteria for qualification. Reductions
in these charges will not be unfairly discriminatory against any person,
including the affected policyowners and all other policyowners funded by the
Separate Account.

In addition, groups or persons purchasing under a sponsored arrangement may
apply for simplified underwriting. If simplified underwriting is granted, the
cost of insurance charge may increase as a result of higher anticipated
mortality experience. In addition, groups or persons purchasing under a
sponsored arrangement may request increases and decreases in face amount at any
time after issue and decreases in face amount at any time after an increase in
face amount. Increases in face amount requested by groups or persons purchasing
under a sponsored arrangement are not subject to a minimum amount. Decreases in
face amount may involve imposition of a surrender charge.

ARE THERE SPECIAL PROVISIONS FOR EXCHANGES?

Manufacturers Life of America will permit owners of certain fixed benefit life
insurance policies issued either by the Company or Manufacturers Life to
exchange their policies for the Policies described in this prospectus. A
portion of the cash values transferred from such policies will be credited to
the Policies without deduction of the 3% sales charge. Moreover, surrender
charges under the policies being exchanged or the Policies issued in exchange
therefor may be reduced or eliminated. Policy loans made under policies being
exchanged may be carried over to the new Policies without repayment at the time
of exchange. Policyowners considering an exchange should consult their tax
advisers as to the tax consequences of an exchange.

Manufacturers Life of America has obtained an order from the Securities and
Exchange Commission dated November 28, 1990 pursuant to which holders of
Manufacturers Life of America's scheduled premium variable life ("Director
2000") insurance policies may elect to exchange those policies for the Policies
described in this prospectus (the "Exchange Offer").





                                                                              23

   27

The terms and conditions under which Director 2000 policyowners may exchange
their policies for the Policies differ from the terms and conditions set forth
in this prospectus and are available only to Director 2000 policyowners who
accept the Exchange Offer.

Those Director 2000 policyowners who accept the Exchange Offer will be able to
exchange their existing policies for Policies of like face amount without any
new evidence of insurability. No direct or deferred sales charge will be
imposed on the cash values rolled over into the Policy. No deferred sales
charges or underwriting charges will be imposed on surrenders of Policies
acquired through this Exchange Offer except in connection with premium payments
attributable to an increase in face amount. Increases in the face amount of a
Policy issued pursuant to the Exchange Offer will be permitted one month after
issuance. In addition, a Policy may be issued with a face amount less than
$25,000 if issued pursuant to the Exchange Offer.

WHAT ARE THE RISK CHARGES ASSESSED AGAINST SEPARATE ACCOUNT ASSETS?

Manufacturers Life of America makes a daily charge to the Separate Account for
the mortality and expense risks it assumes under the Policies. This charge is
made each Business Day at an annual rate of .65% of the value of the Separate
Account's assets. The mortality risk assumed is that lives insured may live for
a shorter period of time than the Company estimated. The expense risk assumed
is that expenses incurred in issuing and administering the Policies will be
greater than the Company estimated.  Manufacturers Life of America will realize
a gain from this charge to the extent it is not needed to provide benefits and
pay expenses under the Policies.

ARE THERE OTHER RELEVANT CHARGES?

Currently, Manufacturers Life of America makes no charge against the Separate
Account for federal, state or local taxes that may be attributable to the
Separate Account or to the operations of the Company with respect to the
Policies. However, if Manufacturers Life of America incurs any such taxes, it
may make a charge or establish a provision for those taxes.

Charges will be imposed on certain transfers of Policy Values, including a $15
charge for each Asset Allocation Balancer transfer and a $5 charge for each
Dollar Cost Averaging transfer when Policy Value does not exceed $15,000. See
Policy Values -- "Transfers Of Policy Value."

The Separate Account purchases shares of the Series Fund at net asset value.
The net asset value of those shares reflects:

    (i)   an investment management fee equivalent to an annual rate of .50% of
          the value of the average daily net assets of the Emerging Growth
          Equity Fund, Common Stock Fund, Real Estate Securities Fund, Balanced
          Assets Fund, Capital Growth Bond Fund and Money-Market Fund;

    (ii)  an investment management fee equivalent to an annual rate of (a) .85%
          of the value of the first $100 million of average daily net assets
          and (b) .70% of the value of the average daily net assets over $100
          million of each of the International Fund and the Pacific Rim
          Emerging Markets Fund;

    (iii) expenses of up to .50% and .65% per annum assessed against the assets
          of the International Fund and the Pacific Rim Emerging Markets Fund,
          respectively; and

    (iv)  other expenses already deducted from the assets of the Series Fund.

Detailed information concerning such fees and expenses is set forth under the
caption "Management Of The Funds" in the Prospectus for the Series Fund that
accompanies this Prospectus.

THE GENERAL ACCOUNT

By virtue of exclusionary provisions, interests in the general account of
Manufacturers Life of America have not been registered under the Securities Act
of 1933 and the general account has not been registered as an investment
company under the Investment Company Act of 1940. Accordingly, neither the
general account nor any interests therein are subject to the provisions of
these acts, and as a result the staff of the Securities and Exchange Commission
has not reviewed the disclosures in this prospectus relating to the general
account. Disclosures regarding the general account may, however, be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of statements made in a prospectus.

WHAT IS THE GENERAL ACCOUNT?

The general account of Manufacturers Life of America consists of all assets
owned by the Company other than those in the Separate Account and other
separate accounts of the Company. Subject to applicable law, Manufacturers Life
of America has sole discretion over the investment of the assets of the general
account.

A policyowner may elect to allocate net premiums to the Guaranteed Interest
Account or to transfer all or a portion of the Policy Value to the Guaranteed
Interest Account from the Investment Accounts. Manufacturers Life of America
will hold the reserves





                                                                              24

   28

required for any portion of the Policy Value allocated to the Guaranteed
Interest Account in its general account. However, an allocation of Policy Value
to the Guaranteed Interest Account does not entitle the policyowner to share in
the investment experience of the general account. Instead, Manufacturers Life
of America guarantees that the Policy Value in the Guaranteed Interest Account
will accrue interest daily at an effective annual rate of at least 4%, without
regard to the actual investment experience of the general account.
Consequently, if a policyowner pays the planned premiums, allocates all net
premiums only to the general account and makes no transfers, partial
withdrawals, or policy loans, the minimum amount and duration of his or her
death benefit will be determinable and guaranteed. Transfers from the
Guaranteed Interest Account to the Investment Accounts are subject to
restrictions (see Policy Values -- "What Is The Policy Value And How Is It
Determined?").

The Policy Value in the Guaranteed Interest Account is equal to the portion of
the net premiums allocated to it, plus any amounts transferred to it and
interest credited to it minus any charges deducted from it or partial
withdrawals or amounts transferred from it. Manufacturers Life of America
guarantees that the interest credited to the Policy Value in the Guaranteed
Interest Account will not be less than an effective annual rate of 4%. The
Company may, at its sole discretion, credit a higher rate of interest, although
it is not obligated to do so. The policyowner assumes the risk that interest
credited may not exceed the guaranteed minimum rate of 4% per year.

OTHER PROVISIONS

WHAT SUPPLEMENTARY BENEFITS ARE AVAILABLE?

Subject to certain requirements, one or more supplementary benefits may be
added to a Policy, including those providing term insurance for various
persons, guaranteeing insurability, providing accidental death coverage,
waiving monthly deductions upon disability, guaranteeing the Policy Value and,
in the case of corporate-owned Policies, permitting a change of the life
insured. The guarantee of Policy Value is a supplementary benefit which
guarantees that at the life insured's age 65 the Policy Value will at least
equal the value that would have accumulated if all net premiums had been
allocated to the Guaranteed Interest Account with interest credited at an
effective annual rate of 5.5% and maximum charges for cost of insurance and
supplementary benefits, where appropriate. This supplementary benefit must be
made a part of the Policy at issue, and the minimum premium requirement of the
Policy must be satisfied at all times for the guarantee to remain in effect.
The cost of the benefit for each $1,000 of face amount ranges from 1 cent to 4
cents per month, depending on the current age of the life insured. More
detailed information concerning this and other supplementary benefits may be
obtained from an authorized agent of the Company. The cost of any supplementary
benefits will be deducted as part of the monthly deduction. See Charges --
"What Are The Monthly Deductions?"

UNDER WHAT CIRCUMSTANCES MAY FUND SHARES BE SUBSTITUTED?

Although Manufacturers Life of America believes it to be highly unlikely, it is
possible that in the judgment of its management, one or more of the Funds may
become unsuitable for investment by the Separate Account because of a change in
investment policy or a change in the applicable laws or regulations, because
the shares are no longer available for investment, or for some other reason.
In that event, Manufacturers Life of America may seek to substitute the shares
of another Fund or of an entirely different mutual fund. Before this can be
done, the approval of the S.E.C. and one or more state insurance departments
may be required.

Manufacturers Life of America also reserves the right to combine other separate
accounts with the Separate Account, to establish additional sub-accounts within
the Separate Account, to operate the Separate Account as a management
investment company or other form permitted by law, and to de-register the
Separate Account under the 1940 Act. Any such change would be made only if
permissible under applicable federal and state law.

The investment objective of the Separate Account will not be changed materially
without the approval of the Insurance Commissioner of the Commonwealth of
Pennsylvania. Policyowners will be advised of any such change at the time it is
made.

WHAT ARE THE OTHER GENERAL POLICY PROVISIONS?

BENEFICIARY. One or more beneficiaries of the Policy may be appointed by the
policyowner by naming them in the application.  Beneficiaries may be appointed
in three classes -- primary, secondary and final. There after the beneficiary
may be changed by the policyowner during the life insured's lifetime by giving
written notice to Manufacturers Life of America in a form satisfactory to it
unless an irrevocable designation has been elected. If the life insured dies
and there is no surviving beneficiary, the policyowner, or the policyowner's
estate if the policyowner is the life insured, will be the beneficiary. If a
beneficiary dies before the seventh day after the death of the life insured,
the Company will pay the insurance benefit as if the beneficiary had died
before the life insured.

INCONTESTABILITY. Manufacturers Life of America will not contest the validity
of a Policy after it has been in force during the life insured's lifetime for
two years from the policy date. It will not contest the validity of an increase
in face amount or the addition of a supplementary benefit after such increase
or addition has been in force during the life insured's lifetime for two years.
If a Policy has been reinstated and been in force for less than two years from
the reinstatement date, the Company can contest any misrepresentation of a fact
material to the reinstatement.





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MISSTATEMENT OF AGE OR SEX. If the life insured's stated age or sex or both in
the Policy are incorrect, Manufacturers Life of America will change the face
amount of insurance so that the death benefit will be that which the most
recent monthly charge for the cost of insurance would have bought for the
correct age and sex.

SUICIDE EXCLUSION. If the life insured, whether sane or insane, dies by suicide
within one year from the policy date, Manufacturers Life of America will pay
only the premiums paid less any partial withdrawals of the Net Cash Surrender
Value and any amount in the Loan Account. If the life insured should die by
suicide within one year after a face amount increase, the death benefit for the
increase will be limited to the monthly deduction for the increase.

ASSIGNMENT. Manufacturers Life of America will not be bound by an assignment
until it receives a copy of it at its Service Office.  Manufacturers Life of
America assumes no responsibility for the validity or effects of any
assignment.

WHEN ARE PROCEEDS PAID?

As long as the Policy is in force, Manufacturers Life of America will
ordinarily pay any policy loans, partial withdrawals, Net Cash Surrender Value
or any insurance benefit within seven days after receipt at the Manufacturers
Life of America Service Office of all the documents required for such a
payment. The Company may delay the payment of any policy loans, partial
withdrawals, Net Cash Surrender Value or the portion of any insurance benefit
that depends on Investment Account values for up to six months if such payments
are based on values which do not depend on the investment performance of the
sub-accounts; otherwise for any period during which the New York Stock Exchange
is closed for trading (except for normal holiday closings) or when the
Securities and Exchange Commission has determined that a state of emergency
exists which may make such payment impracticable.

WHAT REPORTS WILL BE SENT TO POLICYOWNERS?

Within 30 days after each policy anniversary, Manufacturers Life of America
will send the policyowner a statement showing, among other things, the amount
of the death benefit, the Policy Value and its allocation among the Investment
Accounts, the Guaranteed Interest Account and the Loan Account, the value of
the units in each Investment Account to which the Policy Value is allocated,
any Loan Account balance and any interest charged since the last report, the
premiums paid and policy transactions made during the period since the last
statement and any other information required by law.

Each policyowner will also be sent an annual and a semi-annual report for the
Series Fund which will include a list of the securities held in each Fund as
required by the 1940 Act.

OTHER MATTERS

WHAT IS THE FEDERAL TAX TREATMENT OF POLICIES?

The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete
or to cover all situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon the Company's understanding of the
present federal income tax laws as they are currently interpreted by the
Internal Revenue Service (the "Service"). No representation is made as to the
likelihood of continuation of the present federal income tax laws nor of the
current interpretations by the Service. WE DO NOT MAKE ANY GUARANTEE REGARDING
THE TAX STATUS OF ANY POLICY OR ANY TRANSACTION REGARDING THE POLICIES.

TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code") sets
forth a definition of a life insurance contract for federal tax purposes. The
Secretary of Treasury (the "Treasury") is authorized to prescribe regulations
implementing Section 7702.  However, while proposed regulations and other
interim guidance have been issued, final regulations have not been adopted and
guidance as to how Section 7702 is to be applied is limited. If a Policy were
determined not to be a life insurance contract for purposes of Section 7702,
such Policy would not provide the tax advantages normally provided by a life
insurance policy.

With respect to a Policy issued on the basis of a standard rate class, the
Company believes (largely in reliance on IRS Notice 88-128 and the proposed
mortality charge regulations under Section 7702, issued on July 5, 1991) that
such a Policy should meet the Section 7702 definition of a life insurance
contract.

With respect to a Policy that is issued on a substandard basis (i.e., a premium
class involving higher-than-standard mortality risk), there is less guidance,
in particular as to how mortality and other expense requirements of Section
7702 are to be applied in determining whether such a Policy meets the Section
7702 definition of a life insurance contract. Thus, it is not clear whether or
not such a Policy would satisfy Section 7702, particularly if the policyowner
pays the full amount of premiums permitted under the Policy.





                                                                              26

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If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company may take whatever steps are appropriate and reasonable to attempt
to cause such a Policy to comply with Section 7702. For these reasons, the
Company reserves the right to restrict Policy transactions as necessary to
attempt to qualify it as a life insurance contract under Section 7702.

Section 817(h) of the Code requires that the investments of the Separate
Account be "adequately diversified" in accordance with Treasury regulations in
order for the Policy to qualify as a life insurance contract under Section 7702
of the Code (discussed above). The Separate Account, through the Series Fund,
intends to comply with the diversification requirements prescribed in Treas.
Reg. Sec.1.817-5, which affect how the Series Fund's assets are to be invested.
The Company believes that the Separate Account will thus meet the
diversification requirement, and the Company will monitor continued compliance
with the requirement.

In certain circumstances, owners of variable life insurance Policies may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their Policies. In those circumstances, income
and gains from the separate account assets would be includible in the variable
policyowner's gross income. The IRS has stated in published rulings that a
variable policyowner will be considered the owner of separate account assets if
the policyowner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. The Treasury Department
has also announced, in connection with the issuance of regulations concerning
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated
asset account may cause the investor (i.e., the policyowner), rather than the
insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyowners may direct their
investments to particular subaccounts without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has
been issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets. For example, the
owner has additional flexibility in allocating premium payments and Policy
Values. These differences could result in an owner being treated as the owner
of a pro rata portion of the assets of the Separate Account. In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.

WHAT IS THE TAX TREATMENT OF POLICY BENEFITS?

IN GENERAL. The Company believes that the proceeds and cash value increases of
a Policy should be treated in a manner consistent with a fixed-benefit life
insurance policy for federal income tax purposes. Thus, the death benefit under
the Policy should be excludable from the gross income of the beneficiary under
Section 101(a)(1) of the Code.

Depending on the circumstances, the exchange of a Policy, a change in the
Policy's death benefit option, a Policy loan, a partial withdrawal, a
surrender, a change in ownership, a change of insured, the addition of an
accelerated death benefit rider, or an assignment of the Policy may have
federal income tax consequences. In addition, federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy proceeds
depend on the circumstances of each policyowner or beneficiary.

Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value, including increments thereof, until there is a distribution.
The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a "Modified Endowment
Contract." Upon a complete surrender or lapse of a Policy or when benefits are
paid at a Policy's maturity date, if the amount received plus the amount of
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax, regardless of whether
the Policy is or is not a Modified Endowment Contract.

MODIFIED ENDOWMENT CONTRACTS. Section 7702A establishes a class of life
insurance contracts designated as "Modified Endowment Contracts," which applies
to Policies entered into or materially changed after June 20, 1988.

Because of the Policy's flexibility, classification as a Modified Endowment
Contract will depend on the individual circumstances of each Policy. In
general, a Policy will be a Modified Endowment Contract if the accumulated
premiums paid at any time during the first seven policy years exceed the sum of
the net level premiums which would have been paid on or before such time if the
Policy provided for paid-up future benefits after the payment of seven level
annual premiums. The determination of whether a Policy will be a Modified
Endowment Contract after a material change generally depends upon the
relationship of the death benefit and Policy Value at the time of such change
and the additional premiums paid in the seven years following the material
change. If a premium is credited or transaction conducted which would cause the
Policy to become a Modified Endowment Contract, the Company will notify the
policyowner that unless a refund of the excess premium is requested by the
policyowner within 45 days of the policy anniversary next occurring, thereafter
the Policy will become a Modified Endowment Contract.





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The rules relating to whether a Policy will be treated as a Modified Endowment
Contract are extremely complex and cannot be adequately described in the
limited confines of this summary. Therefore, a current or prospective
policyowner should consult with a competent adviser to determine whether a
transaction will cause the Policy to be treated as a Modified Endowment
Contract.

DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.
Policies classified as Modified Endowment Contracts will be subject to the
following tax rules: First, all partial withdrawals from such a Policy are
treated as ordinary income subject to tax up to the amount equal to the excess
(if any) of the Policy Value immediately before the distribution over the
investment in the Policy (described below) at such time. Second, loans taken
from or secured by such a Policy are treated as partial withdrawals from the
Policy and taxed accordingly. Past-due loan interest that is added to the loan
amount is treated as a loan. Third, a 10% additional income tax is imposed on
the portion of any distribution (including distributions upon surrender) from,
or loan taken from or secured by, such a Policy that is included in income
except where the distribution or loan is made on or after the policyowner
attains age 59 1/2, is attributable to the policyowner's becoming disabled, or
is part of a series of substantially equal periodic payments for the life (or
life expectancy) of the policyowner or the joint lives (or joint life
expectancies) of the policyowner and the policyowner's beneficiary.

DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. A
distribution from a Policy that is not a Modified Endowment Contract is
generally treated as a tax-free recovery by the policyowner of the investment
in the Policy (described below) to the extent of such investment in the Policy,
and as a distribution of taxable income only to the extent the distribution
exceeds the investment in the Policy. An exception to this general rule occurs
in the case of a decrease in the Policy's death benefit or any other change
that reduces benefits under the Policy in the first 15 years after the Policy
is issued and that results in a cash distribution to the policyowner in order
for the Policy to continue complying with the Section 7702 definitional limits.
Such a cash distribution will be taxed in whole or in part as ordinary income
(to the extent of any gain in the Policy) under rules prescribed in Section
7702.

Loans from, or secured by, a Policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner. Select Loans may, however, be treated as a
distribution.

Finally, neither distributions (including distributions upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment Contract
are subject to the 10% additional tax.

POLICY LOAN INTEREST. Generally, personal interest paid on any loan under a
Policy which is owned by an individual is not deductible. In addition, interest
on any loan under a Policy owned by a taxpayer and covering the life of any
individual who is an officer or employee of or is financially interested in the
business carried on by that taxpayer will not be tax deductible to the extent
the aggregate amount of such loans with respect to contracts covering such
individual exceeds $50,000. The deduction of interest on Policy loans may also
be subject to other restrictions under Section 264 of the Code.

INVESTMENT IN THE POLICY. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which has been excluded from gross
income of the policyowner (except that the amount of any loan from, or secured
by, a Policy that is a Modified Endowment Contract, to the extent such amount
has been excluded from gross income, will be disregarded), plus (iii) the
amount of any loan from, or secured by, a Policy that is a Modified Endowment
Contract to the extent that such amount has been included in the gross income
of the policyowner.

MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by the
Company (or its affiliates) to the same policyowner during any calendar year
are treated as one Modified Endowment Contract for purposes of determining the
amount includible in the gross income under Section 72(e) of the Code.

WHAT ARE THE COMPANY'S TAX CONSIDERATIONS?

As a result of the Omnibus Budget Reconciliation Act of 1990, insurance
companies are generally required to capitalize and amortize certain policy
acquisition expenses over a 10-year period rather than currently deducting such
expenses. This treatment applies to the deferred acquisition expenses of a
Policy and results in a significantly higher corporate income tax liability for
the Company.

At the present time, the Company makes no charge to the Separate Account for
any federal, state or local taxes that the Company incurs that may be
attributable to such Account or to the Policies. The Company, however, reserves
the right in the future to make a charge for any such tax or other economic
burden resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.

WHO SELLS THE POLICIES AND WHAT ARE THE SALES COMMISSIONS?

ManEquity, Inc., an indirect wholly-owned subsidiary of Manufacturers Life,
will act as the principal underwriter of, and continuously offer, the Policies
pursuant to a Distribution Agreement with Manufacturers Life of America.
ManEquity, Inc. is registered as a broker-dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers.
The Policies will be sold by registered representatives of either ManEquity,
Inc. or other broker-dealers having distribution agreements with ManEquity,
Inc. who are also authorized by state insurance departments to do so. A
registered representative will





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   32

receive first-year commissions not to exceed 50% of premiums paid up to the
"target commissionable premium," commissions of 3% of premiums in excess
thereof and, on and after the third anniversary, 0.15% of the Policy Value per
annum. In addition, representatives may be eligible for bonuses of up to 90% of
first-year commissions. Representatives who meet certain productivity standards
with regard to the sale of the Policies and certain other policies issued by
Manufacturers Life of America or Manufacturers Life will be eligible for
additional compensation.

WHAT RESPONSIBILITIES HAS MANUFACTURERS LIFE ASSUMED?

Manufacturers Life has entered into an agreement with ManEquity, Inc. pursuant
to which Manufacturers Life, on behalf of ManEquity, Inc., will pay the sales
commissions in respect of the Policies and certain other policies issued by
Manufacturers Life of America, prepare and maintain all books and records
required to be prepared and maintained by ManEquity, Inc. with respect to the
Policies and such other policies, and send all confirmations required to be
sent by ManEquity, Inc. with respect to the Policies and such other policies.
ManEquity, Inc. will promptly reimburse Manufacturers Life for all sales
commissions paid by Manufacturers Life and will pay Manufacturers Life for its
other services under the agreement in such amounts and at such times as agreed
to by the parties.

Manufacturers Life has also entered into a Service Agreement with Manufacturers
Life of America pursuant to which Manufacturers Life will provide to
Manufacturers Life of America in Toronto, Ontario, Canada all issue,
administrative, general services and recordkeeping functions on behalf of
Manufacturers Life of America with respect to all of its insurance policies
including the Policies.

Finally, Manufacturers Life has entered into a Stoploss Reinsurance Agreement
with Manufacturers Life of America under which Manufacturers Life reinsures all
aggregate claims in excess of 110% of the expected claims for all Flexible
Premium Variable Life Insurance Policies. Under the agreement Manufacturers
Life will automatically reinsure the risk for any one life up to a maximum of
$7,500,000, except in the case of aviation risks where the maximum will be
$5,000,000. However, Manufacturers Life may also consider reinsuring any
non-aviation risk in excess of $7,500,000 and any aviation risk in excess of
$5,000,000.

WHAT ARE THE VOTING RIGHTS?

As stated above, all of the assets held in the sub-accounts of the Separate
Account will be invested in shares of a particular Fund of the Series Fund.
Manufacturers Life of America is the legal owner of those shares and as such
has the right to vote to elect the Board of Directors of the Series Fund, to
vote upon certain matters that are required by the 1940 Act to be approved or
ratified by the shareholders of a mutual fund and to vote upon any other
matters that may be voted upon at a shareholders' meeting. However,
Manufacturers Life of America will vote shares of the Series Fund held in the
sub-accounts in accordance with instructions received from policyowners having
an interest in such sub-accounts. Fund shares held in each sub-account for
which no timely instructions from policyowners are received, including shares
not attributable to Policies, will be voted by Manufacturers Life of America in
the same proportion as those shares in that sub-account for which instructions
are received. Should the applicable federal securities laws or regulations
change so as to permit Manufacturers Life of America to vote shares of the
Series Fund held in the Separate Account in its own right, it may elect to do
so.

The number of Fund shares in each sub-account for which instructions may be
given by a policyowner is determined by dividing the portion of the Policy
Value derived from participation in that sub-account, if any, by the value of
one share of the corresponding Fund. The number will be determined as of a date
chosen by Manufacturers Life of America, but not more than 90 days before the
meeting of the Series Fund. Fractional votes are counted. Voting instructions
will be solicited in writing at least 14 days prior to the meeting of the
Series Fund.

Manufacturers Life of America may, if required by state insurance officials,
disregard voting instructions if such instructions would require shares to be
voted so as to cause a change in the sub-classification or investment policies
of one or more of the Funds, or to approve or disapprove an investment
management contract for the Series Fund. In addition, Manufacturers Life of
America itself may disregard voting instructions that would require changes in
the investment policies or investment adviser of one or more of the Funds,
provided that Manufacturers Life of America reasonably disapproves such changes
in accordance with applicable federal regulations. If Manufacturers Life of
America does disregard voting instructions, it will advise policyowners of that
action and its reasons for such action in the next communication to
policyowners.





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WHO ARE THE DIRECTORS AND OFFICERS OF MANUFACTURERS LIFE OF AMERICA?

The directors and executive officers of Manufacturers Life of America, together
with their principal occupations during the past five years, are as follows:



                          POSITION WITH
                          MANUFACTURERS LIFE
NAME                      OF AMERICA                        PRINCIPAL OCCUPATION
----                      ------------------                --------------------
                                                      
Sandra M. Cotter          Director                          Attorney -- 1989-present, Dykema Gossett

Leonard V. Day, Jr.       Director                          General Manager, Philadelphia Branch -- 1970-
                                                            present, The Manufacturers Life Insurance Company

Donald A. Guloien         President and Director            Senior Vice President, Business Development --
                                                            1994-present, The Manufacturers Life Insurance
                                                            Company; Vice President, U.S. Individual Business
                                                            -- 1990-1994, The Manufacturers Life Insurance
                                                            Company

Stephen C. Nesbitt        Secretary, General                Legal Vice President -- 1990-present, The
                          Counsel and Director              Manufacturers Life Insurance Company

Joseph J. Pietroski       Director                          Senior Vice President, General Counsel and
                                                            Corporate Secretary --1988-present, The
                                                            Manufacturers Life Insurance Company

John D. Richardson        Chairman and Director             Senior Vice President and General Manager, U.S.
                                                            Operations --1995-present, The Manufacturers Life
                                                            Insurance Company; Senior Vice President and
                                                            General Manager, Canadian Operations -- 1992-1994,
                                                            The Manufacturers Life Insurance Company; Senior
                                                            Vice President, Financial Services -- 1992, The
                                                            Manufacturers Life Insurance Company; Executive
                                                            Vice Chairman and CFO --1989-1991, Canada Trust

Diane M. Schwartz         Director                          Senior Vice President, International Operations --
                                                            1992-present, The Manufacturers Life Insurance
                                                            Company; Senior Vice President and General
                                                            Manager, U.S. Operations -- 1988-1992, The
                                                            Manufacturers Life Insurance Company

Robin Bolton              Vice President, Marketing         Assistant Vice President, Variable and Annuity
                                                            Products -- 1992-present, The Manufacturers Life
                                                            Insurance Company; Assistant Vice President,
                                                            Variable Universal Life Products -- 1991-1992, The
                                                            Manufacturers Life Insurance Company; Director,
                                                            Agencies -- 1990-1991, The Manufacturers Life
                                                            Insurance Company; Assistant Vice President,
                                                            Finance & Planning -- 1987-1991, The Manufacturers
                                                            Life Insurance Company

John R. Ostler            Vice President, Chief             Financial Vice President -- 1992-present, The
                          Actuary and Treasurer             Manufacturers Life Insurance Company; Vice
                                                            President, Insurance Products -- 1990-1992, The
                                                            Manufacturers Life Insurance Company

Douglas H. Myers          Vice President, Finance           Assistant Vice President and Controller, U.S.
                          and Compliance,                   Operations -- 1988-present, The Manufacturers Life
                          Controller                        Insurance Company



                                                                              30

   34

WHAT STATE REGULATIONS APPLY?

Manufacturers Life of America is subject to regulation and supervision by the
Michigan Department of Insurance, which periodically examines its financial
condition and operations. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business. The
Policies have been filed with insurance officials, and meet all standards set
by law, in each jurisdiction where they are sold.

Manufacturers Life of America is required to submit annual statements of its
operations, including financial statements, to the insurance departments of the
various jurisdictions in which it does business for the purposes of determining
solvency and compliance with local insurance laws and regulations.

IS THERE ANY LITIGATION PENDING?

No litigation is pending that would have a material effect upon the Separate
Account or the Series Fund.

WHERE CAN FURTHER INFORMATION BE FOUND?

A registration statement under the Securities Act of 1933 has been filed with
the S.E.C. relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. The omitted information may be obtained from the S.E.C.'s principal
office in Washington, D.C. upon payment of the prescribed fee.

For further information you may also contact Manufacturers Life of America's
Service Office, the address and telephone number of which are on the first page
of this prospectus.

LEGAL CONSIDERATIONS

On July 6, 1983, the Supreme Court of The United States held in Arizona
Governing Committee v. Norris that certain annuity benefits provided by
employers' retirement and fringe benefit programs may not, under Title VII of
the Civil Rights Act of 1964, vary between men and women. Unless requested by
the applicant, the Policy which will be issued by Manufacturers Life of America
will be based on actuarial tables which distinguish between men and women and
thus provide different benefits to men and women of the same age.  Accordingly,
employers and employee organizations should consider, in consultation with
legal counsel, the effect of Norris or any other applicable law on any
employment-related insurance benefit program before purchasing a Policy. If
requested by the applicant, Manufacturers Life of America may offer the Policy
with provisions based on actuarial tables that do not differentiate on the
basis of sex to such prospective purchasers in states where the unisex version
of the Policy has been approved.

The State of Montana currently prohibits the use of actuarial tables that
distinguish between men and women in determining premiums and policy benefits
for policies issued on the life of any of its residents. Consequently, a Policy
will be issued pursuant to the offer contained in this prospectus to a Montana
resident having premiums and benefits which are based on actuarial tables that
do not differentiate on the basis of sex.

LEGAL MATTERS

The legal validity of the policies has been passed on by Stephen C. Nesbitt,
Esq., Secretary and General Counsel of Manufacturers Life of America. Jones &
Blouch, Washington, D.C., has passed on certain matters relating to the federal
securities laws.

EXPERTS

The financial statements of The Manufacturers Life Insurance Company of America
and of The Manufacturers Life Insurance Company of America Separate Account
Four appearing in this prospectus have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports appearing elsewhere herein,
and are included in reliance upon such reports given upon the authority of such
firm as experts in auditing and accounting.

Actuarial matters included in this prospectus have been examined by John
Ostler, Vice President, Chief Actuary and Treasurer of Manufacturers Life of
America, whose opinion is filed as an exhibit to the registration statement.





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   35
                              FINANCIAL STATEMENTS

The financial statements of Manufacturers Life of America included herein
should be distinguished from the financial statements of the Account and should
be considered only as bearing upon the ability of Manufacturers Life of America
to meet its obligations under the Policies.





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   36



                         Report of Independent Auditors


To the Board of Directors
The Manufacturers Life Insurance
  Company of America


We have audited the statement of assets and liabilities as of December 31, 1994
and the statement of operations and the statements of changes in net assets for
each of the periods presented herein of Separate Account Four of The
Manufacturers Life Insurance Company of America (comprising, respectively, the
Emerging Growth Equity Sub-Account, Common Stock Sub-Account, Real Estate
Securities Sub-Account, Balanced Assets Sub-Account, Capital Growth Bond
Sub-Account, Money Markets Sub-Account, International Sub-Account, and Pacific
Rim Emerging Markets Sub-Account).  These financial statements are the
responsibility of the management of The Manufacturers Life Insurance Company of
America.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
sub-accounts constituting Separate Account Four of The Manufacturers Life
Insurance Company of America at December 31, 1994, and the results of their
operations and changes in their net assets for each of the periods presented
herein, in conformity with generally accepted accounting principles.


Philadelphia, Pennsylvania
February 6, 1995


                                                                              33
   37
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                      Statement of Assets and Liabilities

                               December 31, 1994




                                                          EMERGING GROWTH EQUITY        COMMON STOCK         REAL ESTATE SECURITIES
                                                                SUB-ACCOUNT              SUB-ACCOUNT              SUB-ACCOUNT
                                                          -------------------------------------------------------------------------
                                                                                                    
ASSETS
Investment in Manulife Series Fund, Inc. --
  at market value:
    Emerging Growth Equity Fund,
      1,669,953 shares (cost $30,867,826)                       $30,978,887
    Common Stock Fund,
      952,286 shares (cost $13,509,634)                                                  $12,725,566
    Real Estate Securities Fund,
      795,505 shares (cost $11,183,037)                                                                           $10,615,690
    Balanced Assets Fund,
      1,943,930 shares (cost $29,032,874)
    Capital Growth Bond Fund,
      836,856 shares (cost $9,464,548)
    Money Market Fund,
      440,414 shares (cost $4,551,021)
    International Fund,
      27,640 shares (cost $272,301)
    Pacific Rim Emerging Markets,
      18,600 shares (cost $180,453)
                                                          -------------------------------------------------------------------------
                                                                 30,978,887               12,725,566               10,615,690

Receivable for policy-related transactions                           22,294                   11,053                   12,252
                                                          -------------------------------------------------------------------------
Net assets                                                      $31,001,181              $12,736,619              $10,627,942
                                                          =========================================================================
Units outstanding                                                  $758,547                 $598,807                 $455,939
                                                          =========================================================================
Net asset value per unit                                             $40.87                   $21.27                   $23.31
                                                          =========================================================================



See accompanying notes.


                                                                              34
   38





                                                                                       PACIFIC RIM
BALANCED ASSETS      CAPITAL GROWTH         MONEY MARKET SUB-      INTERNATIONAL     EMERGING MARKETS
  SUB-ACCOUNT       BOND SUB-ACCOUNT             ACCOUNT            SUB-ACCOUNT        SUB-ACCOUNT             TOTAL
--------------------------------------------------------------------------------------------------------------------------
                                                                                           
                                                                                                            $30,978,887


                                                                                                             12,725,566


                                                                                                             10,615,690


 $26,777,200                                                                                                 26,777,200

                       $8,451,396                                                                             8,451,396


                                               $4,519,597                                                     4,519,597


                                                                     $271,377                                   271,377


                                                                                          $174,968              174,968
--------------------------------------------------------------------------------------------------------------------------
  26,777,200            8,451,396               4,519,597             271,377              174,968           94,514,681
     161,275                  370                  57,821                  30                   75              265,170
--------------------------------------------------------------------------------------------------------------------------
 $26,938,475           $8,451,766              $4,577,418            $271,407             $175,043          $94,779,851
==========================================================================================================================
   1,446,749              514,098                 326,027              27,894               18,582
==========================================================================================================================
      $18.62               $16.44                  $14.04               $9.73                $9.42
==========================================================================================================================



                                                                              35
   39
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                            Statement of Operations

                               December 31, 1994




                                                           EMERGING GROWTH               COMMON STOCK         REAL ESTATE SECURITIES
                                                          EQUITY SUB-ACCOUNT             SUB-ACCOUNT               SUB-ACCOUNT
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Investment Income:
  Dividend income                                            $   109,977                 $   624,444                 $ 235,629

Expenses:
  Mortality and expense risks charge                             163,630                      69,927                    58,536
                                                          --------------------------------------------------------------------------
  Net investment (loss) income                                   (53,653)                    554,517                   177,093
                                                          --------------------------------------------------------------------------

Realized and unrealized gain (loss) on
  investments:
    Realized gain (loss) from security
      transactions:
         Proceeds from sales                                   1,283,379                     726,604                   471,250
         Cost of securities sold                               1,023,667                     633,623                   363,043
                                                          --------------------------------------------------------------------------
Net realized gain (loss)                                         259,712                      92,981                   108,207
                                                          --------------------------------------------------------------------------

  Unrealized appreciation (depreciation)
    of investments:
      Beginning of year                                        1,338,902                     399,441                   124,429
      End of year                                                111,061                    (784,068)                 (567,347)
                                                          --------------------------------------------------------------------------
Net unrealized depreciation during the year                   (1,227,841)                 (1,183,509)                 (691,776)
                                                          --------------------------------------------------------------------------
Net realized and unrealized loss on investments                 (968,129)                 (1,090,528)                 (583,569)
                                                          --------------------------------------------------------------------------
Net (decrease) increase in net assets derived
    from operations                                          $(1,021,782)                $  (536,011)                $(406,476)
                                                          ==========================================================================



*Reflects the period from commencement of operations October 4, 1994 through
December 31, 1994

See accompanying notes.


                                                                              36
   40



                                                                                         *PACIFIC RIM
BALANCED ASSETS         CAPITAL GROWTH         MONEY MARKET SUB-     *INTERNATIONAL     EMERGING MARKETS
  SUB-ACCOUNT          BOND SUB-ACCOUNT             ACCOUNT            SUB-ACCOUNT        SUB-ACCOUNT             TOTAL
---------------------------------------------------------------------------------------------------------------------------
                                                                                              

  $ 1,417,788           $   539,847              $  143,363              $   704           $   624           $ 3,072,376


      160,111                47,338                  22,538                  171                52               522,303
---------------------------------------------------------------------------------------------------------------------------
    1,257,677               492,509                 120,825                  533               572             2,550,073
---------------------------------------------------------------------------------------------------------------------------




    1,213,103               483,080               2,855,562                5,218               624             7,038,820
    1,140,593               512,871               2,843,921                5,433               655             6,523,806
---------------------------------------------------------------------------------------------------------------------------
       72,510               (29,791)                 11,641                 (215)              (31)              515,014
---------------------------------------------------------------------------------------------------------------------------



      304,691              (190,624)                (11,517)                  --                --             1,965,322
   (2,255,674)           (1,013,152)                (31,424)                (924)           (5,485)           (4,547,013)
---------------------------------------------------------------------------------------------------------------------------
   (2,560,365)             (822,528)                (19,907)                (924)           (5,485)           (6,512,335)
---------------------------------------------------------------------------------------------------------------------------
   (2,487,855)             (852,319)                 (8,266)              (1,139)           (5,516)           (5,997,321)
---------------------------------------------------------------------------------------------------------------------------

  $(1,230,178)          $  (359,810)             $  112,559              $  (606)          $(4,944)          $(3,447,248)
===========================================================================================================================



                                                                              37
   41
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                      Statements of Changes in Net Assets

                     Years ended December 31, 1994 and 1993






                                         EMERGING GROWTH                     COMMON STOCK                 REAL ESTATE SECURITIES
                                       EQUITY SUB-ACCOUNT                    SUB-ACCOUNT                        SUB-ACCOUNT
                                  --------------------------------------------------------------------------------------------------
                                   YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED        YEAR ENDED       YEAR ENDED
                                   DEC. 31/94       DEC. 31/93       DEC. 31/94       DEC. 31/93        DEC. 31/94       DEC. 31/93
                                  --------------------------------------------------------------------------------------------------
                                                                                                      
FROM OPERATIONS
Net investment (loss) income      $   (53,653)     $ 2,072,766      $   554,517       $  431,862       $   177,093       $  545,615
Net realized gain (loss)              259,712          326,893           92,981          103,985           108,207           64,725
Unrealized (depreciation)
  appreciation of investments
  during the period                (1,227,841)         559,356       (1,183,509)         147,571          (691,776)         (60,818)
                                  --------------------------------------------------------------------------------------------------
Increase (decrease) in net
  assets derived from
  operations                       (1,021,782)       2,959,015          536,011          683,418           406,476          549,522
                                  --------------------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
  Transfer of net premiums         14,531,343       10,608,613        5,946,303        4,791,211         4,968,671        4,225,128
  Transfer of terminations         (2,706,223)      (1,527,711)      (1,073,532)        (646,557)         (931,394)        (407,115)
  Transfer of policy loans           (308,656)        (277,430)         (97,701)         (72,082)          (85,424)         (94,310)
  Net interfund transfers             322,712          776,331         (252,248)         235,452           267,605        1,150,615
                                  --------------------------------------------------------------------------------------------------
                                   11,839,176        9,579,803        4,522,822        4,308,024         4,219,458        4,874,318
                                  --------------------------------------------------------------------------------------------------
Net increase in net assets         10,817,394       12,538,818        3,986,811        4,991,442         3,812,982        5,423,840

NET ASSETS
Beginning of year                  20,183,787        7,644,969        8,749,808        3,758,366         6,814,960        1,391,120
                                  --------------------------------------------------------------------------------------------------
End of year                       $31,001,181      $20,183,787      $12,736,619       $8,749,808       $10,627,942       $6,814,960
                                  ==================================================================================================



See accompanying notes.





                                                                              38
   42





      BALANCED ASSETS                  CAPITAL GROWTH                     MONEY MARKET
        SUB-ACCOUNT                    BOND SUB-ACCOUNT                   SUB-ACCOUNT
---------------------------------------------------------------------------------------------
YEAR ENDED       YEAR ENDED       YEAR ENDED      YEAR ENDED       YEAR ENDED      YEAR ENDED
DEC. 31/94       DEC. 31/93       DEC. 31/94      DEC. 31/93       DEC. 31/94      DEC. 31/93
---------------------------------------------------------------------------------------------
                                                                  

$ 1,257,677     $ 1,183,263       $  492,509      $  394,202      $   120,825    $    53,886
     72,510         169,830          (29,791)         27,300           11,641         (1,285)


 (2,560,365)         61,409         (822,528)       (160,971)         (19,907)         1,684
---------------------------------------------------------------------------------------------


 (1,230,178)      1,414,502         (359,810)        260,531          112,559         54,285
---------------------------------------------------------------------------------------------



 11,014,712      11,670,937        3,088,112       4,597,900        2,895,833      3,473,746
 (3,111,863)     (1,726,315)        (628,592)       (379,641)      (1,071,814)      (439,675)
   (287,843)       (146,296)         (55,847)       (135,497)         (42,089)       (31,176)
   (396,171)        639,550          (86,125)        (23,707)        (234,848)    (2,531,629)
---------------------------------------------------------------------------------------------
  7,218,835      10,437,876        2,317,548       4,059,055        1,547,087        471,266
---------------------------------------------------------------------------------------------
  5,988,657      11,852,378        1,957,738       4,319,586        1,659,646        525,551


 20,949,818       9,097,440        6,494,028       2,174,442        2,917,772      2,392,221
---------------------------------------------------------------------------------------------
$26,938,475     $20,949,818       $8,451,766      $6,494,028      $ 4,577,418    $ 2,917,772
=============================================================================================



                                                                              39
   43
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                Statements of Changes in Net Assets (continued)

                     Years ended December 31, 1994 and 1993




                                         INTERNATIONAL        PACIFIC RIM EMERGING
                                          SUB-ACCOUNT         MARKETS SUB-ACCOUNT                       TOTAL
                                                              -------------------------------------------------------------
                                         PERIOD ENDED            PERIOD ENDED               YEAR ENDED         YEAR ENDED
                                         DEC. 31/94*             DEC. 31/94*                DEC. 31/93         DEC. 31/93
                                       ------------------------------------------------------------------------------------
                                                                                                  
FROM OPERATIONS
Net investment (loss) income               $    533                 $    572               $ 2,550,073        $ 4,681,594
Net realized (loss) gain                       (215)                     (31)                  515,014            691,448
Unrealized (depreciation)
appreciation of investments
  during the period                            (924)                  (5,485)               (6,512,335)           548,231
                                       ------------------------------------------------------------------------------------
Increase (decrease) in net
  assets derived from
  operations                                   (606)                  (4,944)                3,447,248          5,921,273
                                       ------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
  Transfer of net premiums                   36,857                   37,942                42,519,778         39,367,535
  Transfer of terminations                   (2,007)                  (1,460)               (9,526,885)        (5,127,014)
  Transfer of policy loans                       --                       --                  (877,560)          (756,791)
  Net interfund transfers                   237,163                  143,505                     1,593            246,612
                                       ------------------------------------------------------------------------------------
                                            272,013                  179,987                32,116,926         33,730,342
                                       ------------------------------------------------------------------------------------
Net increase in net assets                  271,407                  175,043                28,669,678         39,651,615

NET ASSETS
Beginning of year                                --                       --                66,110,173         26,458,558
                                       ------------------------------------------------------------------------------------
End of year                                $271,407                 $175,043               $94,779,851        $66,110,173
                                       ====================================================================================



*Reflects the period from commencement of operations October 4, 1994 through
 December 31, 1994.


See accompanying notes.


                                                                              40
   44
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                         Notes to Financial Statements

                               December 31, 1994




1.  ORGANIZATION

Separate Account Four of The Manufacturers Life Insurance Company of America
(the "Separate Account") is a unit investment trust registered under the
Investment Company Act of 1940, as amended.  The Separate Account is currently
comprised of eight investment sub-accounts, one for each series of shares of
Manulife Series Fund, Inc., available for allocation of net premiums under
variable universal life insurance policies (the "Policies") issued by The
Manufacturers Life Insurance Company of America ("Manufacturers Life of
America").

The Separate Account was established by Manufacturers Life of America, a
wholly-owned subsidiary of The Manufacturers Life Insurance Company of Michigan
("MLIM"), as a separate investment account on March 17, 1987.  MLIM is a life
insurance holding company organized in 1983 under Michigan law and a
wholly-owned subsidiary of The Manufacturers Life Insurance Company ("Manulife
Financial"), a mutual life insurance company based in Toronto, Canada.

The assets of the Separate Account are the property of Manufacturers Life of
America.  The portion of the Separate Account's assets applicable to the
Policies will not be chargeable with liabilities arising out of any other
business Manufacturers Life of America may conduct.

The net assets may not be less than the amount required under state insurance
law to provide for death (without regard to the minimum death benefit
guarantee) and other Policy benefits.

Additional assets are held in Manufacturers Life of America's general account
to cover the contingency that the guaranteed minimum death benefit might exceed
the death benefit which would have been payable in the absence of such
guarantee.





                                                                              41
   45
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                   Notes to Financial Statements (continued)




2.  SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Separate Account in preparation of its financial statements.

a.  Valuation of Investments - Investments are made among the eight Funds of
    Manulife Series Fund, Inc. and are valued at the reported net asset values
    of these Funds.  Transactions are recorded on the trade date.

b.  Realized gains and losses on the sale of investments are computed on the
    first-in, first-out basis.

c.  Dividend income is recorded on the ex-dividend date.

d.  Federal Income Taxes - Manufacturers Life of America, the Separate
    Account's sponsor, is taxed as a "life insurance company" under the
    Internal Revenue Code.  Under these provisions of the Code, the operations
    of the Separate Account form part of the sponsor's total operations and are
    not taxed separately.

The current year's operations of the Separate Account are not expected to
affect the sponsor's tax liabilities and, accordingly, no charges were made
against the Separate Account for federal, state and local taxes.  However, in
the future, should the sponsor incur significant tax liabilities related to
Separate Account operations, it intends to make a charge or establish a
provision within the Separate Account for such taxes.

3.  MORTALITY AND EXPENSE RISKS CHARGE

Manufacturers Life of America deducts from the assets of the Separate Account a
daily charge equivalent to an annual rate of 0.65% of the average net value of
the Separate Account's assets for mortality and expense risks.

4.  PREMIUM DEDUCTIONS

Manufacturers Life of America deducts a sales charge of 3% and a charge of 2%
to cover state premium taxes from the gross single premium and any additional
premiums before placing the remaining net premiums in the sub-accounts.





                                                                              42
   46
                            Separate Account Four of
              The Manufacturers Life Insurance Company of America

                   Notes to Financial Statements (continued)




5.  PURCHASES AND SALES OF MANULIFE SERIES FUND, INC. SHARES

Purchases and sales of the shares of common stock of Manulife Series Fund, Inc.
for the year ended December 31, 1994 were $41,461,367 and $7,038,820,
respectively, and for the year ended December 31, 1993 were $45,471,528 and
$6,994,499, respectively.

6.  RELATED PARTY TRANSACTIONS

ManEquity, Inc., a registered broker-dealer and indirect wholly-owned
subsidiary of Manulife Financial, acts as the principal underwriter of the
Policies pursuant to a Distribution Agreement with Manufacturers Life of
America.  Registered representatives of either ManEquity, Inc. or other
broker-dealers having distribution agreements with ManEquity, Inc. who are also
authorized as variable life insurance agents under applicable state insurance
laws, sell the Policies.  Registered representatives are compensated on a
commission basis.

Manufacturers Life of America has a formal service agreement with its
affiliate, Manulife Financial, which can be terminated by either party upon two
months' notice.  Under this Agreement, Manufacturers Life of America pays for
legal, actuarial, investment and certain other administrative services.





                                                                              43
   47
                         Report of Independent Auditors



The Board of Directors
The Manufacturers Life Insurance
   Company of America


We have audited the accompanying balance sheets of The Manufacturers Life
Insurance Company of America as of December 31, 1994 and 1993, and the related
statements of operations, changes in capital and surplus, and cash flows for
each of the three years in the period ended December 31, 1994.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Manufacturers Life
Insurance Company of America at December 31, 1994 and 1993, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles and with reporting practices prescribed or permitted by the
Insurance Department of the State of Michigan.


Philadelphia, Pennsylvania                      ERNST & YOUNG LLP
February 20, 1995





                                                                              44
   48
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                                 BALANCE SHEETS



                                                                                   DECEMBER 31
                                                                           1994                   1993
                                                                       -----------------------------------
                                                                                        
ASSETS
Bonds, at amortized cost (market $51,082,395--1994
  and $24,120,198--1993)                                               $ 52,149,080           $ 23,375,773
Stocks (note 9)                                                          25,629,580             40,549,278
Short-term investments                                                   10,914,561                797,875
Policy loans                                                              4,494,390              3,023,275
                                                                       -----------------------------------
Total investments                                                        93,187,611             67,746,201
Cash                                                                      5,069,197              8,260,261
Life insurance premiums deferred and uncollected                             13,646                 31,574
Accrued investment income                                                   796,333                468,968
Separate account assets                                                 302,736,198            174,182,746
Funds receivable on reinsurance assumed                                     880,284              2,240,200
Receivable for undelivered securities                                        69,003                353,576
Other assets                                                                333,651                108,260
                                                                       -----------------------------------
Total assets                                                           $403,085,923           $253,391,786
                                                                       ===================================

LIABILITIES, CAPITAL AND SURPLUS
Aggregate policy reserves                                              $ 29,761,174           $ 13,019,605
Other contract deposits                                                   3,938,425              3,284,211
Interest maintenance and asset valuation reserves                           111,566                431,400
Policy and contract claims                                                   94,346                153,709
Provision for policyholder dividends payable                              1,385,409              1,016,502
Amounts due to affiliates                                                 7,377,108              7,953,242
Payable for undelivered securities                                        3,512,459                      -
Accrued liabilities                                                       4,773,565              2,694,433
Separate account liabilities                                            302,736,198            174,182,746
                                                                       -----------------------------------
Total liabilities                                                       353,690,250            202,735,848
Capital and surplus:
  Common shares, par value $1.00; authorized,
   5,000,000 shares; issued and outstanding
    4,501,855 shares (1,501,854 shares in 1993)                           4,501,855              1,501,854
  Preferred shares, par value $100; authorized
    5,000,000 shares; issued and outstanding
    105,000 shares (335,000 shares in 1993)                              10,500,000             33,500,000
  Surplus (deficit)                                                     (15,456,180)             5,804,085
                                                                       -----------------------------------
  Capital paid in excess of par value                                    49,849,998              9,849,999
Total capital and surplus                                                49,395,673             50,655,938
                                                                       -----------------------------------
Total liabilities, capital and surplus                                 $403,085,923           $253,391,786
                                                                       ===================================



See accompanying notes.





                                                                              45
   49
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                            STATEMENTS OF OPERATIONS


                                                                            YEAR ENDED DECEMBER 31
Revenues:                                                       1994               1993                   1992
                                                          ----------------------------------------------------------
                                                                                           
Life and annuity premiums, principally
  reinsurance assumed                                      $ 25,385,628         $ 12,745,981          $ 6,579,233
Other life and annuity considerations                       168,075,003          113,332,974           33,268,869
Investment income, net of investment
  expenses ($106,908 in 1994,
  $89,186 in 1993, $58,423 in 1992)                           3,588,629            3,323,962            1,430,454
Amortization of interest maintenance reserve                     19,527               32,866                7,707
Commission and expense allowance
  on reinsurance ceded                                          187,694                    -                    -
 Foreign exchange gain (loss)                                   114,728             (197,971)              24,657
 Other revenue                                                   54,763               33,935                4,903
                                                          ----------------------------------------------------------
Total revenues                                              197,425,972          129,271,747           41,315,823
Benefits paid or provided:
 Increase in aggregate policy reserves                       16,741,569            5,168,484            3,625,964
 Increase in liability for deposit funds                        654,214            2,820,520              422,369
 Transfers to separate accounts, net                        136,896,150           98,601,141           26,789,260
 Death benefits                                                 640,875              582,534              286,278
 Maturity benefits                                              580,615               79,253                    -
 Surrender benefits                                           3,701,591            2,319,926            1,596,434
                                                          ----------------------------------------------------------
                                                            159,215,014          109,571,858           32,720,305

Insurance expenses:
 Management fee                                              21,222,310           12,378,288            4,861,244
 Commissions                                                 23,416,110           14,742,130            5,192,462
 General expenses                                             8,260,467            5,108,104            2,744,475
 Commissions and expense allowances
  on reinsurance assumed                                        810,252              329,634              269,141
                                                          ----------------------------------------------------------
                                                             53,709,139           32,558,156           13,067,322
                                                          ----------------------------------------------------------
Loss before policyholders' dividends
 and federal income tax                                     (15,498,181)         (12,858,267)          (4,471,804)
Dividends to policyholders                                    1,149,719              837,454              634,652
                                                          ----------------------------------------------------------
Loss before federal income tax                              (16,647,900)         (13,695,721)          (5,106,456)
Federal income tax provision (benefit)                                -             (324,643)             339,539
Net loss from operations after policyholders'
 dividends and federal income tax                           (16,647,900)         (13,371,078)          (5,445,995)
Net realized capital gains (net of capital
 gains tax of $0 in 1994, $236,415 in 1993,
 and $0 in 1992 and $(554,000) in 1994,
 $347,292 in 1993, and $68,401 in 1992
 transferred to (from) the interest
 maintenance reserve)                                        (3,012,485)              93,618              139,261
                                                          ----------------------------------------------------------
Net loss from operations                                   $(19,660,385)        $(13,277,460)         $(5,306,734)
                                                          ==========================================================


See accompanying notes.





                                                                              46
   50
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS



                                                                  CAPITAL
                                                                  PAID IN
                                                                 EXCESS OF           SURPLUS
                                                CAPITAL          PAR VALUE          (DEFICIT)             TOTAL
                                          ---------------------------------------------------------------------------
                                                                                           
Balance, December 31, 1991                  $ 29,001,853       $ 4,000,000        $ 19,650,265         $ 52,652,118

Net loss from operations                                                            (5,306,734)          (5,306,734)
Issuance of preferred shares                   6,000,000                                                  6,000,000
Increase in asset valuation reserve                                                     (8,813)              (8,813)
Increase in nonadmitted assets                                                      (1,025,556)          (1,025,556)
Change in liability for reinsurance
  in unauthorized companies                                                             (7,166)              (7,166)
Company's share of increase
  in separate account assets                                                         3,240,199            3,240,199
                                          ---------------------------------------------------------------------------
Balance, December 31, 1992                    35,001,853         4,000,000          16,542,195           55,544,048

Net loss from operations                                                           (13,277,460)         (13,277,460)
Issuance of common stocks                              1         5,849,999                                5,850,000
Increase in asset valuation reserve                                                    (13,076)             (13,076)
Increase in nonadmitted assets                                                        (133,575)            (133,575)
Change in net unrealized capital
  losses                                                                            (1,592,242)          (1,592,242)
Change in liability for reinsurance
  in unauthorized companies                                                            (29,905)             (29,905)
Company's share of increase in
  separate account assets                                                            4,308,148            4,308,148
                                          ---------------------------------------------------------------------------
Balance, December 31, 1993                    35,001,854         9,849,999           5,804,085           50,655,938

Net loss from operations                                                           (19,660,385)         (19,660,385)
Issuance of common shares                              1        19,999,999                               20,000,000
Capital restructuring of preference
  shares                                     (20,000,000)       20,000,000                                       --
Increase in asset valuation reserve                                                    (55,286)             (55,286)
Increase in nonadmitted assets                                                      (1,021,357)          (1,021,357)
Change in net unrealized capital
  losses                                                                              (425,082)            (425,082)
Change in liability for reinsurance
  in unauthorized companies                                                            (98,155)             (98,155)
Company's share of increase in
  separate account assets, net                                                              --                   --
                                          ---------------------------------------------------------------------------
Balance, December 31, 1994                  $ 15,001,855       $49,849,998        $(15,456,180)        $ 49,395,673
                                          ===========================================================================


See accompanying notes.





                                                                              47
   51
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                            STATEMENTS OF CASH FLOWS




                                                                            YEAR ENDED DECEMBER 31
Revenues:                                                       1994               1993                   1992
                                                          ----------------------------------------------------------
                                                                                             
OPERATING ACTIVITIES
Premiums collected, net                                    $ 193,478,637         $126,075,035         $ 39,842,600
Policy benefits paid, net                                     (4,982,444)          (2,829,812)          (1,932,712)
Commissions and other expenses paid                          (48,141,400)         (35,203,997)          (9,431,344)
Net investment income                                          3,343,515            3,197,892            1,356,553
Other income and expenses                                     (1,946,063)          (1,592,957)          (1,849,180)
Transfers to separate accounts, net                         (136,950,482)         (98,220,292)         (26,266,436)
                                                          ----------------------------------------------------------
Net cash provided by (used in)
  operating activities                                         4,801,763           (8,574,131)           1,719,481

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments                   73,187,733           28,248,633           11,975,475
Purchase of investments                                      (91,063,874)         (73,688,735)         (24,400,135)
                                                          ----------------------------------------------------------
Net cash used in investing activities                        (17,876,141)         (45,440,102)         (12,424,660)

FINANCING ACTIVITIES
Issuance of shares                                            20,000,000            5,850,000            6,000,000
Surplus withdrawn from separate account                                -           48,701,076            6,000,000
                                                          ----------------------------------------------------------
Net cash provided by financing activities                     20,000,000           54,551,076           12,000,000
                                                          ----------------------------------------------------------
Net increase in cash and short-term
  investments                                                  6,925,622              536,843            1,294,821
Cash and short-term investments
  at beginning of year                                         9,058,136            8,521,293            7,226,472
                                                          ----------------------------------------------------------
Cash and short-term investments
  at end of year                                           $  15,983,758         $  9,058,136         $  8,521,293
                                                          ==========================================================


See accompanying notes.





                                                                              48
   52
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994



1.  ORGANIZATION

ORGANIZATION

The Manufacturers Life Insurance Company of America (Manufacturers Life of
America or the Company) is a wholly-owned subsidiary of The Manufacturers Life
Insurance Company of Michigan (the Parent), which is in turn a wholly-owned
subsidiary of The Manufacturers Life Insurance Company (Manulife Financial), a
Canadian-based mutual life insurance company (Notes 4 and 5).

During 1994, the Company's parent contributed $20,000,000 capital in return for
1 share of the Company's common stock par value $1 with the remaining
$19,999,999 being recorded as contributed surplus.  During 1994 the Company
restructured its capital by exchanging 230,000 shares of preferred stock with a
par value of $23,000,000 for 3,000,000 shares of common stock par value
$3,000,000 with the remaining $20,000,000 being recorded as contributed
surplus.

The Parent contributed $5,850,000 in capital in return for 1 share of common
stock during 1993, $6,000,000 in capital in return for 60,000 shares of
preferred stock during 1992.

During 1991, the Company invested $1,800,000 to fund initial branch operations
in Taiwan.  This investment in Taiwan was increased by $6,000,000 in 1992 and a
further investment of $5,200,000 in 1993.  There was no new funding in 1994 for
the Taiwan branch.

2.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements of Manufacturers Life of America have
been prepared in accordance with accounting practices prescribed or permitted
by the Insurance Department of Michigan, which are considered generally
accepted accounting principles for mutual life insurance companies and their
wholly-owned direct and indirect subsidiaries.  Such practices differ in
certain respects from generally accepted accounting principles followed by
stock life insurance companies in determining financial position and results of
operations.  In general, the differences are:  (1) commissions and other costs
of acquiring and writing policies are charged to expense in the year incurred
rather than being amortized over the related policy term; (2) certain
non-admitted assets are excluded from the balance sheet; (3) deferred income
taxes are not provided for timing differences in recording certain items for
financial statement and tax purposes; (4) certain transactions are reflected
directly to surplus rather than reflected in net income from operations (for
example, certain transactions related to the separate accounts); and (5) debt
securities are carried at amortized cost.





                                                                              49
   53
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

In April 1993, the Financial Accounting Standards Board issued Interpretation
40, "Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises."  The interpretation, which has been amended
to be effective for 1996 annual financial statements and thereafter, will no
longer allow statutory financial statements to be described as being prepared
in conformity with generally accepted accounting principles (GAAP).  This will
require life insurance companies to adopt all applicable standards promulgated
by the FASB in any general purpose financial statements such companies may
issue.  While GAAP standards have recently been developed for mutual life
insurance companies, the Company has not yet completed the complex and
extensive historical calculations and thus is unable to quantify the effects of
the Interpretation on its financial statements.

All amounts presented are expressed in U.S. Dollars.  Certain amounts from
prior periods have been reclassified to conform with current period
presentation.

STOCKS

Stocks are carried at market value.

BONDS

Bonds are carried at amortized cost.  Discounts and premiums on investments are
amortized using the effective interest method.  Gains and losses on sales of
bonds are calculated on the specific identification method and recognized into
income based on NAIC prescribed formulas.  Short-term investments include
investments with maturities of less than one year at the date of acquisition.
Market values disclosed are based on NAIC quoted values.

ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

The Asset Valuation Reserve and Interest Maintenance Reserve were determined by
NAIC prescribed formulas and are reported as liabilities rather than as
valuation allowances or appropriations of surplus.

POLICY AND CONTRACT CLAIMS

Policy and contract claims are determined on an individual case basis for
reported losses.  Estimates of incurred but not reported losses are developed
on the basis of past experience.





                                                                              50
   54
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SEPARATE ACCOUNTS

Separate account assets and liabilities reported in the accompanying financial
statements represent funds that are separately administered, principally for
variable annuity and variable life contracts.  For the majority of these
contracts the contractholder, rather than the Company, bears the investment
risk.  Separate account assets are recorded at market value.  Operations of the
separate accounts are not included in the accompanying financial statements.

REVENUE RECOGNITION

Both premium and investment income are recorded when due.

REINSURANCE

Reinsurance premiums and claims are accounted for on a basis consistent with
that used in accounting for the original policies issued and the terms of the
reinsurance contracts.  Premiums and claims are reported net of reinsured
amounts.

POLICY RESERVES

Certain policy reserves are calculated based on statutorily required interest
and mortality assumptions.

3.  INVESTMENTS AND INVESTMENT INCOME

The amortized cost and market value of investments in fixed maturities (bonds)
as of December 31, 1994 are summarized as follows:



                                                                                                QUOTED OR
                                                            GROSS              GROSS            ESTIMATED
                                        AMORTIZED         UNREALIZED         UNREALIZED          MARKET
                                           COST             GAINS              LOSSES             VALUE
                                      ----------------------------------------------------------------------
                                                                                    
U.S. Government securities             $34,265,152         $243,971         $  (441,592)        $34,067,531
Foreign government securities            7,388,458                -            (294,385)          7,094,073
Corporate securities                    10,495,470            2,457            (577,136)          9,920,791
                                      ----------------------------------------------------------------------
                                       $52,149,080         $246,428         $(1,313,113)        $51,082,395
                                      ======================================================================



Proceeds from sales of investments in debt securities during 1994 were
$43,175,845.  Gross gains of $167,738 and gross losses of $1,006,702 were
realized on those sales.





                                                                              51
   55
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


3.  INVESTMENTS AND INVESTMENT INCOME (CONTINUED)

The amortized cost and market value of investments in fixed maturities (bonds)
as of December 31, 1993 are summarized as follows:




                                                                                                QUOTED OR
                                                            GROSS              GROSS            ESTIMATED
                                        AMORTIZED         UNREALIZED         UNREALIZED          MARKET
                                           COST             GAINS              LOSSES             VALUE
                                      ----------------------------------------------------------------------
                                                                                   
U.S. Government securities             $15,473,821         $725,851          $(19,830)         $16,179,842
Foreign government securities            3,277,886           39,710            (5,316)           3,312,280
Corporate securities                     4,624,066           47,402           (43,392)           4,628,076
                                      ----------------------------------------------------------------------
                                       $23,375,773         $812,963          $(68,538)         $24,120,198
                                      ======================================================================



Proceeds from sales of investments in debt securities during 1993 were
$28,248,633.  Gross gains of $694,800 and gross losses of $17,715 were realized
on those sales.

The investments above are valued, for financial statement purposes, as
described in Note 2 to these financial statements.

The amortized cost and market value of fixed maturities at December 31, 1994 by
contractual maturities, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.



        YEARS TO MATURITY                      AMORTIZED COST    MARKET VALUE
        -----------------                      ------------------------------
                                                           
One year or less                                   $107,413         $108,160
Greater than 1; up to 5 years                     5,213,296        5,217,002
Greater than 5; up to 10 years                   24,217,449       23,599,525
Due after 10 years                               22,610,922       22,157,708
                                                ----------------------------
                                                $52,149,080      $51,082,395
                                                ============================



At December 31, 1994, $4,447,934 of bonds at amortized cost were on deposit
with government insurance departments to satisfy regulatory regulations.


                                                                              52
   56
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


3.  INVESTMENTS AND INVESTMENT INCOME (CONTINUED)

Major categories of net investment income for each year were as follows:



                                                                        NET INVESTMENT INCOME
                                                             1994                1993               1992
                                                      ---------------------------------------------------------
                                                                                    
Gross investment income:
Dividends; Manulife Series Fund, Inc.
  (Note 9)                                            $    1,244,794      $    1,440,392     $            -
Bond income                                                1,712,294           1,422,064          1,043,273
Policy loans                                                 236,972             166,514            131,606
Short-term investments                                       501,477             384,178            313,998
                                                      ---------------------------------------------------------
                                                           3,695,537           3,413,148           1,488,87
Investment expenses                                         (106,908)            (89,786)           (58,423)
                                                      ---------------------------------------------------------
Net investment income                                 $    3,588,629      $    3,323,962     $    1,430,454
                                                      =========================================================


4.  RELATED PARTY TRANSACTIONS

The Company has a formal service agreement with Manulife Financial which can be
terminated by either party upon two months' notice.  Under the Agreement, the
Company will pay direct operating expenses incurred each year by Manulife
Financial on behalf of the Company.  Services provided under the Agreement
include legal, actuarial, investment, data processing and certain other
administrative services.  Costs incurred under this Agreement were $21,326,446
in 1994, $12,467,474 in 1993, and $4,919,667 in 1992.  In addition, there were
$7,795,184 agents' bonuses in 1994, $5,363,558 in 1993, and $1,871,799 in 1992
which were allocated to the Company and are included in commissions.

In addition, the Company has several reinsurance agreements with Manulife
Financial which may be terminated upon the specified notice by either party.
These agreements are summarized as follows:

 (a)  The Company assumes two blocks of insurance from Manulife Financial under
      coinsurance treaties. The Company's risk is limited to $100,000 of initial
      face amount per claim plus a pro-rata share of any increase in face
      amount.

 (b)  The Company cedes the risk in excess of $25,000 per life to Manulife
      Financial under the terms of an automatic reinsurance agreement.

 (c)  The Company cedes a substantial portion of its risk on its Flexible
      Premium Variable Life policies to Manulife Financial under the terms of a
      stop loss reinsurance agreement.

 (d)  Under the terms of an automatic coinsurance agreement, the Company cedes
      its risk on structured settlements to Manulife Financial.


                                                                              53
   57
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  RELATED PARTY TRANSACTIONS (CONTINUED)


Selected amounts relating to the above treaties reflected in the financial
statements are as follows:



                                                       1994                 1993                1992
                                                 --------------------------------------------------------
                                                                                  
Life and annuity premiums assumed                $    25,385,628      $    12,745,981      $    6,579,233
Other life and annuity
   considerations ceded                                 (437,650)            (201,685)           (114,505)
Commissions and expense allowances
   on reinsurance assumed                               (810,252)            (329,634)           (269,141)
Policy reserves assumed                               47,672,591           23,070,952          10,799,350
Policy reserves ceded                                  3,786,647            3,782,156           3,662,930


During 1992 and 1993 the Company assumed the first $50,000 of initial face
amount on two blocks of business.  This resulted in transfers of $5,031,000 and
$10,837,000, respectively, to establish the initial reserves.  In 1994 the
treaties were amended to assume the first $100,000 of initial face amount for
the same blocks of business.  This resulted in a transfer of $21,477,000 to
establish the additional reserve.  Commissions equal to 17% are charged for all
renewed premiums related to these contracts.

During 1994, the Company terminated another treaty resulting in a premium to
Manulife Financial to transfer the reserve of $799,874.


5.  FEDERAL INCOME TAX

The Company joins the Parent, The Manufacturers Life Insurance Co. (U.S.A.) and
Manufacturers Reinsurance Limited in filing a U.S. consolidated income tax
return as a life insurance group under provisions of the Internal Revenue Code.
In accordance with an income tax-sharing agreement dated December 29, 1983, the
Company's income tax provision (or benefit) is computed as if the Company filed
a separate income tax return.  The Company receives no surtax exemption.  Tax
benefits from operating losses are provided at the U.S. statutory rate plus any
tax credits attributable to the Company, provided the consolidated group
utilizes such benefits currently.

The Company, Parent and The Manufacturers Life Insurance Co. (U.S.A.) have
available consolidated net operating losses of approximately $92,600,000 which
will expire in the years 2007 to 2009, and capital loss carryforwards of
$129,600,000 which will expire in 1999.  The losses of the Company, Parent and
The Manufacturers Life Insurance Co. (U.S.A.) may be used to offset the
ordinary and capital gain income of Manufacturers Reinsurance Limited.
However, losses of Manufacturers Reinsurance Limited may not be used to offset
the income of the other members of the consolidated group.


                                                                              54
   58
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


6.  STATUTORY RESTRICTIONS ON DIVIDENDS

The Company is subject to statutory limitations on the payment of dividends to
its Parent.  The Company cannot pay dividends during 1995 without the prior
approval of insurance regulatory authorities.

7.  REINSURANCE

The Company cedes reinsurance as a party to several reinsurance treaties with
major unrelated insurance companies.

Summary financial information related to these reinsurance activities is as
follows:



                                            1994              1993             1992
                                      -------------------------------------------------------
                                                                   
Life insurance premiums assumed       $          -      $          -        $28,887,669
Life insurance premiums ceded             (218,767)         (130,913)       (28,809,307)


During 1992, the Company assumed and ceded a significant block of business on a
yearly renewable term basis.  This contract was not renewed in 1993.

8.  AGGREGATE POLICY RESERVES

Aggregate policy reserves for life policies including variable life are based
on statutory mortality tables and interest assumptions using either the net
level or commissioners' reserve valuation method.  The composition of the
aggregate policy reserves at December 31, 1994 and 1993 is as follows:



                                        MORTALITY           INTEREST
        AGGREGATE RESERVES                TABLE               RATES
---------------------------------       ---------            --------
  1994                 1993
  ----                 ----
                                                   
$         -           $   758,158       1958 CSO                4%
 28,553,885            11,792,874       1980 CSO                4%
   (189,080)              (62,228)      Reinsurance ceded
  1,396,369               530,801       Miscellaneous
 ----------           -----------
$29,761,174           $13,019,605
===========           ===========


                                                                              55
   59
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


9.  INVESTMENT IN SEPARATE ACCOUNTS

During 1984, the Company initiated plans to market variable life insurance
products through Separate Account One of The Manufacturers Life Insurance
Company of America ("Separate Account One") using Manulife Series Fund, Inc. as
its investment vehicle.  Initial capitalization was $15,000,000.  Through 1988,
the Company provided an additional capitalization of $6,000,000.

In December 1993, the Company transferred all of its shares, related to seed
money, in Manulife Series Fund, Inc. out of Separate Account One to the General
Account.  At December 31, 1994, the $25,629,580 common stock represents the
Company's seed money investment in Manulife Series Fund, Inc.

During 1994, 1993, and 1992, the following dividends were received from
Manulife Series Fund, Inc.:



                                1994              1993             1992
                          --------------------------------------------------
                                                      
Separate Account One       $    38,732       $ 1,610,693       $3,166,712
Separate Account Two         4,574,620         7,377,861        1,706,218
Separate Account Three       1,490,374           666,141          277,830
Separate Account Four        3,072,376         4,966,559        1,578,932
General Account              1,244,794         1,440,392                -


Dividends have been reinvested by the Company in Manulife Series Fund, Inc.

During 1993, the Company withdrew $8,000,000 of its seed money and accumulated
earnings from Separate Account One and the Manulife Series Fund, Inc. and
utilized these funds to pay down its intercompany debt.

During 1994, the Company withdrew $13,011,137 of its seed money and accumulated
earnings from the Manulife Series Fund, Inc. and utilized these funds to pay
down its intercompany debt.


                                                                              56
   60
                                    APPENDIX

WHAT ARE SOME ILLUSTRATIONS OF POLICY VALUES, CASH SURRENDER VALUES AND DEATH
BENEFITS?

The following tables have been prepared to help show how values under the
Policy change with investment performance. The tables include both Policy
Values and Cash Surrender Values as well as Death Benefits. The Policy Value is
the sum of the values in the Investment Accounts, as the tables assume no
values in the Guaranteed Interest Account or Loan Account. The Cash Surrender
Value is the Policy Value less the deferred sales charge and deferred
underwriting charge. The tables illustrate how Policy Values and Cash Surrender
Values, which reflect the deduction of all applicable charges including the
premium tax charge and the sales charge, and death benefits of the Policy on an
insured of a given age would vary over time if the return on the assets of the
Funds was a uniform, gross, after-tax, annual rate of 0%, 6% or 12%. The Policy
Values, death benefits and Cash Surrender Values would be different from those
shown if the returns averaged 0%, 6% or 12%, but fluctuated over and under
those averages throughout the years.

The amounts shown for the Policy Value, death benefit and Cash Surrender Value
as of each policy year reflect the fact that the net investment return on the
assets held in the sub-accounts is lower than the gross, after-tax return. This
is because the daily charge to the Separate Account for assuming mortality and
expense risks (0.65% on an annual basis) and the expenses and fees borne by the
Series Fund are deducted from the gross return. The illustrations reflect an
average of those Funds' expenses, which is approximately 0.73% on an annual
basis. The gross annual rates of return of 0%, 6% and 12% correspond to
approximate net annual rates of return of -1.15%, 4.79% and 10.72% in the first
set of illustrations and to approximate net annual rates of return of -1.37%,
4.54% and 10.46% in the second set of illustrations.

The tables assume that no premiums have been allocated to the Guaranteed
Interest Account, that planned premiums are paid on the policy anniversary and
that no transfers, partial withdrawals, policy loans, changes in death benefit
options or changes in face amount have been made. The tables reflect the fact
that no charges for federal, state or local taxes are currently made against
the Separate Account. If such a charge is made in the future, it will take a
higher gross rate of return to produce after-tax returns of 0%, 6% and 12% than
it does now.

There are two tables shown for each combination of age and death benefit option
for male nonsmokers, one based on current cost of insurance charges assessed by
the Company and the other based on the maximum cost of insurance charges based
on the 1980 Commissioners Standard Ordinary Smoker/ Nonsmoker Mortality Tables.
Current cost of insurance charges are not guaranteed and may be changed. Upon
request, Manufacturers Life of America will furnish a comparable illustration
based on the proposed life insured's age, sex and risk class, any additional
ratings and the death benefit option, face amount and planned premium
requested.  Illustrations for smokers would show less favorable results than
the illustrations shown below.

From time to time, in advertisements or sales literature for the Policies that
quote performance data of one or more of the Funds, the Company may include
cash surrender values and death benefit figures computed using the same
methodology as that used in the following illustrations, but with the average
annual total return of the Fund for which performance data is shown in the
advertisement replacing the hypothetical rates of return shown in the following
tables.

The Policies were first sold to the public on December 7, 1987. However, total
return data may be advertised for as long a period of time as the underlying
Fund has been in existence. The results for any period prior to the Policies
being offered would be calculated as if the Policies had been offered during
that period of time, with all charges assumed to be the same as for the first
full year the Policies were offered.





                                                                              57
   61

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 25
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                           $575 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES



                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                         CASH                         CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER  DEATH    POLICY  SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----   --------  -------    -----   --------  -------    -----   --------  -------
                                                                                 
     1          $604        $383       $0   $100,000     $411       $0   $100,000     $438       $0   $100,000
     2         1,238         756        0    100,000      834       67    100,000      916      149    100,000
     3         1,903       1,115      348    100,000    1,269      502    100,000    1,436      669    100,000
     4         2,602       1,463      696    100,000    1,717      950    100,000    2,004    1,237    100,000
     5         3,336       1,800    1,033    100,000    2,179    1,411    100,000    2,624    1,857    100,000
     6         4,107       2,124    1,434    100,000    2,653    1,963    100,000    3,301    2,611    100,000
     7         4,916       2,436    1,822    100,000    3,142    2,528    100,000    4,042    3,428    100,000
     8         5,765       2,738    2,201    100,000    3,647    3,110    100,000    4,855    4,318    100,000
     9         6,657       3,031    2,571    100,000    4,171    3,710    100,000    5,748    5,288    100,000
    10         7,594       3,311    2,928    100,000    4,709    4,326    100,000    6,727    6,343    100,000
    15        13,028       4,508    4,508    100,000    7,641    7,641    100,000   13,245   13,245    100,000
    20        19,964       5,300    5,300    100,000   10,968   10,968    100,000   23,681   23,681    100,000
    25        28,815       5,505    5,505    100,000   14,599   14,599    100,000   40,543   40,543    100,000
    30        40,112       4,910    4,910    100,000   18,417   18,417    100,000   68,263   68,263    107,173


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                                                              58
   62
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 25
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                           $575 ANNUAL PLANNED PREMIUM
                           ASSUMING GUARANTEED CHARGES





                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                         CASH                         CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER  DEATH    POLICY  SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----   --------  -------    -----   --------  -------    -----   --------  -------
                                                                                 
     1          $604        $383       $0   $100,000     $411        0   $100,000     $438       $0   $100,000
     2         1,238         700        0    100,000      777       10    100,000      857       90    100,000
     3         1,903       1,015      248    100,000    1,162      395    100,000    1,323      556    100,000
     4         2,602       1,328      561    100,000    1,568      801    100,000    1,840    1,072    100,000
     5         3,336       1,637      870    100,000    1,992    1,225    100,000    2,412    1,644    100,000
     6         4,107       1,942    1,252    100,000    2,437    1,746    100,000    3,044    2,354    100,000
     7         4,916       2,241    1,627    100,000    2,899    2,285    100,000    3,741    3,127    100,000
     8         5,765       2,533    1,996    100,000    3,380    2,843    100,000    4,509    3,972    100,000
     9         6,657       2,817    2,356    100,000    3,879    3,419    100,000    5,353    4,893    100,000
    10         7,594       3,091    2,708    100,000    4,396    4,012    100,000    6,282    5,898    100,000
    15        13,028       4,281    4,281    100,000    7,222    7,222    100,000   12,479   12,479    100,000
    20        19,964       5,046    5,046    100,000   10,395   10,395    100,000   22,360   22,360    100,000
    25        28,815       5,202    5,202    100,000   13,806   13,806    100,000   38,271   38,271    100,000
    30        40,112       4,415    4,415    100,000   17,198   17,198    100,000   64,315   64,315    100,975


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                                                              59
   63
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                       MALE    NONSMOKER    ISSUE AGE 25
                 $100,000 FACE AMOUNT    DEATH BENEFIT OPTION 2
                          $575 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES




                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                         CASH                         CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER  DEATH    POLICY  SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----   --------  -------    -----   --------  -------    -----   --------  -------
                                                                                 
     1          $604        $383       $0   $100,383     $410       $0   $100,410     $438       $0   $100,438
     2         1,238         755        0    100,755      833       66    100,833      915      148    100,915
     3         1,903       1,113      346    101,113    1,267      499    101,267    1,433      666    101,433
     4         2,602       1,459      692    101,459    1,712      945    101,712    1,998    1,231    101,998
     5         3,336       1,794    1,027    101,794    2,171    1,404    102,171    2,614    1,847    102,614
     6         4,107       2,115    1,425    102,115    2,642    1,952    102,642    3,286    2,596    103,286
     7         4,916       2,424    1,811    102,424    3,126    2,512    103,126    4,020    3,406    104,020
     8         5,765       2,723    2,186    102,723    3,626    3,089    103,626    4,824    4,287    104,824
     9         6,657       3,012    2,551    103,012    4,142    3,682    104,142    5,706    5,246    105,706
    10         7,594       3,287    2,903    103,287    4,672    4,288    104,672    6,670    6,286    106,670
    15        13,028       4,447    4,447    104,447    7,528    7,528    107,528   13,034   13,034    113,034
    20        19,964       5,177    5,177    105,177   10,689   10,689    110,689   23,033   23,033    123,033
    25        28,815       5,286    5,286    105,286   13,976   13,976    113,976   38,720   38,720    138,720
    30        40,112       4,560    4,560    104,560   17,127   17,127    117,127   63,419   63,419    163,419


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                                                              60
   64
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 25
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                           $575 ANNUAL PLANNED PREMIUM
                           ASSUMING GUARANTEED CHARGES




                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                         CASH                         CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER  DEATH    POLICY  SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----   --------  -------    -----   --------  -------    -----   --------  -------
                                                                                 
     1          $604         383       $0   $100,383     $410       $0   $100,410     $438       $0   $100,438
     2         1,238         699        0    100,699      775        8    100,775      855       88    100,855
     3         1,903       1,012      245    101,012    1,159      392    101,159    1,318      551    101,318
     4         2,602       1,323      556    101,323    1,562      794    101,562    1,832    1,065    101,832
     5         3,336       1,630      862    101,630    1,983    1,216    101,983    2,400    1,633    102,400
     6         4,107       1,932    1,241    101,932    2,423    1,733    102,423    3,027    2,336    103,027
     7         4,916       2,227    1,614    102,227    2,881    2,267    102,881    3,716    3,102    103,716
     8         5,765       2,516    1,979    102,516    3,356    2,819    103,356    4,474    3,937    104,474
     9         6,657       2,795    2,335    102,795    3,847    3,387    103,847    5,307    4,846    105,307
    10         7,594       3,065    2,681    103,065    4,355    3,971    104,355    6,220    5,836    106,220
    15        13,028       4,219    4,219    104,219    7,107    7,107    107,107   12,264   12,264    112,264
    20        19,964       4,924    4,924    104,924   10,117   10,117    110,117   21,714   21,714    121,714
    25        28,815       4,985    4,985    104,985   13,190   13,190    113,190   36,468   36,468    136,468
    30        40,112       4,065    4,065    104,065   15,907   15,907    115,907   59,451   59,451    159,451


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                                                              61
   65
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 45
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $1,325 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES




                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                               CASH                            CASH                         CASH
 POLICY     ACCUMULATED    POLICY   SURRENDER   DEATH      POLICY   SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE    VALUE(3)   BENEFIT      VALUE    VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----    --------   -------      -----   ---------  -------    -----   --------  -------
                                                                                       
     1        $1,391        $896        $0    $100,000       $960        $0   $100,000   $1,024        $1   $100,000
     2         2,852       1,763       203     100,000      1,946       386    100,000    2,136       576    100,000
     3         4,386       2,593     1,033     100,000      2,951     1,391    100,000    3,340     1,780    100,000
     4         5,996       3,385     1,825     100,000      3,976     2,416    100,000    4,643     3,083    100,000
     5         7,688       4,132     2,572     100,000      5,013     3,453    100,000    6,049     4,489    100,000
     6         9,463       4,835     3,431     100,000      6,064     4,660    100,000    7,571     6,167    100,000
     7        11,328       5,489     4,241     100,000      7,125     5,877    100,000    9,215     7,967    100,000
     8        13,285       6,100     5,008     100,000      8,202     7,110    100,000   11,003     9,911    100,000
     9        15,341       6,662     5,726     100,000      9,289     8,353    100,000   12,944    12,008    100,000
    10        17,499       7,176     6,396     100,000     10,389     9,609    100,000   15,058    14,278    100,000
    15        30,021       8,958     8,958     100,000     16,041    16,041    100,000   28,965    28,965    100,000
    20        46,003       8,977     8,977     100,000     21,644    21,644    100,000   51,278    51,278    100,000
    25        66,400       4,710     4,710     100,000     25,042    25,042    100,000   88,282    88,282    102,407
    30        92,433           0(4)      0(4)        0(4)  23,643    23,643    100,000  150,530   150,530    161,068


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.
(4) In the absence of additional premium payments, the Policy will lapse.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                                                              62
   66
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          MALE NON-SMOKER ISSUE AGE 45
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $1,325 ANNUAL PLANNED PREMIUM
                           ASSUMING GUARANTEED CHARGES




                                 0% HYPOTHETICAL               6% HYPOTHETICAL              12% HYPOTHETICAL
                            GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                           --------------------------      ---------------------------   ---------------------------
 END OF                              CASH                             CASH                          CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER   DEATH       POLICY   SURRENDER   DEATH    POLICY   SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)   BENEFIT       VALUE   VALUE(3)   BENEFIT    VALUE   VALUE(3)   BENEFIT
 -------    -----------    -----   --------   -------       -----   --------   -------    -----   --------   -------
                                                                                       
     1        $1,391        $896       $0    $100,000        $960        $0   $100,000   $1,024       $1    $100,000
     2         2,852       1,706      146     100,000       1,887       327    100,000    2,075      515     100,000
     3         4,386       2,479      919     100,000       2,830     1,270    100,000    3,212    1,652     100,000
     4         5,996       3,215    1,655     100,000       3,790     2,230    100,000    4,441    2,881     100,000
     5         7,688       3,910    2,350     100,000       4,764     3,204    100,000    5,770    4,210     100,000
     6         9,463       4,564    3,161     100,000       5,750     4,346    100,000    7,208    5,804     100,000
     7        11,328       5,172    3,924     100,000       6,745     5,497    100,000    8,762    7,514     100,000
     8        13,285       5,726    4,634     100,000       7,743     6,651    100,000   10,439    9,347     100,000
     9        15,341       6,223    5,287     100,000       8,738     7,802    100,000   12,249   11,313     100,000
    10        17,499       6,656    5,876     100,000       9,725     8,945    100,000   14,202   13,422     100,000
    15        30,021       7,656    7,656     100,000      14,321    14,321    100,000   26,620   26,620     100,000
    20        46,003       5,865    5,865     100,000      17,479    17,479    100,000   45,518   45,518     100,000
    25        66,400           0(4)     0(4)  100,000(4)   16,810    16,810    100,000   76,334   76,334     100,000
    30        92,433           0(5)     0(5)        0(5)    7,077     7,077    100,000  130,308  130,308     139,430


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.
(4) Provided the Minimum Premium Requirement has been met, the death benefit
    guarantee will have kept the Policy in force until this point, i.e. the
    policy anniversary on which the life insured is 70 years old, at which time
    the death benefit guarantee will expire and in the absence of additional
    premium payments the Policy will lapse.
(5) In the absence of additional premium payments, the Policy will lapse.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                                                              63
   67
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 45
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                          $1,325 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES




                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                         CASH                         CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER  DEATH    POLICY  SURRENDER   DEATH    POLICY  SURRENDER   DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT    VALUE   VALUE(3)  BENEFIT
 -------    -----------    -----   --------  -------    -----   --------  -------    -----   --------  -------
                                                                                 
     1        $1,391        $893       $0   $100,893     $957       $0   $100,957   $1,020       $0   $101,020
     2         2,852       1,754      194    101,754    1,936      376    101,936    2,126      566    102,126
     3         4,386       2,575    1,015    102,575    2,930    1,371    102,930    3,316    1,757    103,316
     4         5,996       3,355    1,795    103,355    3,939    2,380    103,939    4,600    3,040    104,600
     5         7,688       4,084    2,524    104,084    4,954    3,394    104,954    5,977    4,417    105,977
     6         9,463       4,766    3,362    104,766    5,975    4,571    105,975    7,457    6,053    107,457
     7        11,328       5,393    4,145    105,393    6,996    5,748    106,996    9,044    7,796    109,044
     8        13,285       5,973    4,881    105,973    8,023    6,931    108,023   10,755    9,663    110,755
     9        15,341       6,497    5,561    106,497    9,048    8,112    109,048   12,594   11,659    112,594
    10        17,499       6,967    6,187    106,967   10,072    9,292    110,072   14,577   13,797    114,577
    15        30,021       8,430    8,430    108,430   15,042   15,042    115,042   27,082   27,082    127,082
    20        46,003       7,932    7,932    107,932   19,128   19,128    119,128   45,232   45,232    145,232
    25        66,400       2,959    2,959    102,959   19,075   19,075    119,075   69,191   69,191    169,191
    30        92,433        0(4)     0(4)       0(4)   11,270   11,270    111,270   99,683   99,683    199,683


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.
(4) In the absence of additional premium payments, the Policy will lapse.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                                                              64
   68
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           MALE NONSMOKER ISSUE AGE 45
                   $100,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                          $1,325 ANNUAL PLANNED PREMIUM
                           ASSUMING GUARANTEED CHARGES




                                0% HYPOTHETICAL              6% HYPOTHETICAL             12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                           ------------------------     ------------------------     ------------------------
 END OF                              CASH                             CASH                            CASH
 POLICY     ACCUMULATED    POLICY  SURRENDER   DEATH      POLICY    SURRENDER    DEATH     POLICY  SURRENDER    DEATH
 YEAR(1)    PREMIUMS(2)    VALUE   VALUE(3)   BENEFIT      VALUE     VALUE(3)   BENEFIT     VALUE   VALUE(3)   BENEFIT
 -------    -----------    -----   --------   -------      -----     --------   -------     -----   --------   -------
                                                                                           
     1        $1,391        $893        $0    $100,893       $957         $0    $100,957     $1,020       $0    $101,020
     2         2,852       1,696       136     101,696      1,876        316     101,876      2,064      504     102,064
     3         4,386       2,459       899     102,459      2,807      1,247     102,807      3,186    1,626     103,186
     4         5,996       3,181     1,621     103,181      3,749      2,189     103,749      4,393    2,833     104,393
     5         7,688       3,858     2,298     103,858      4,698      3,138     104,698      5,689    4,129     105,689
     6         9,463       4,489     3,085     104,489      5,653      4,249     105,653      7,082    5,678     107,082
     7        11,328       5,068     3,820     105,068      6,605      5,357     106,605      8,574    7,326     108,574
     8        13,285       5,589     4,497     105,589      7,549      6,457     107,549     10,169    9,077     110,169
     9        15,341       6,046     5,110     106,046      8,478      7,542     108,478     11,870   10,934     111,870
    10        17,499       6,432     5,652     106,432      9,381      8,602     109,381     13,681   12,901     113,681
    15        30,021       7,078     7,078     107,078     13,214     13,214     113,214     24,512   24,512     124,512
    20        46,003       4,755     4,755     104,755     14,646     14,646     114,646     38,483   38,483     138,483
    25        66,400           0(4)      0(4)  100,000(4)  10,652     10,652     110,652     54,821   54,821     154,821
    30        92,433           0(5)      0(5)        0(5)       0(5)       0(5)        0(5)  70,849   70,849     170,849


(1) All values shown are as of the end of the policy year indicated and assume
    that (a) premiums paid after the initial premium are received on the policy
    anniversary, (b) no policy loan has been made, (c) no partial withdrawal of
    the Cash Surrender Value has been made and (d) no premiums have been
    allocated to the Guaranteed Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the Minimum Premium Requirement has been and continues to be met,
    the death benefit guarantee will keep the Policy in force until the policy
    anniversary on which the life insured is 70 years old.
(4) Provided the Minimum Premium Requirement has been met, the death benefit
    guarantee will have kept the Policy in force until this point, i.e. the
    policy anniversary on which the life insured is 70 years old, at which time
    the death benefit guarantee will expire and in the absence of additional
    premium payments the Policy will lapse.
(5) In the absence of additional premium payments, the Policy will lapse.

THE POLICY VALUE, CASH SURRENDER VALUE AND THE DEATH BENEFIT WILL DIFFER IF
PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.  IT IS EMPHASIZED THAT
THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF MANULIFE SERIES FUND, INC. THE POLICY VALUE, CASH
SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                                                              65