John Hancock Financial Services, Inc.

John Hancock Place                        [LOGO OF JOHN HANCOCK FINANCIAL
Post Office Box 111                              SERVICES COMPANY]
Boston, Massachusetts 02117
(617) 572-9197
Fax: (617) 572-9161
E-mail: jchoodlet@jhancock.com

James C. Hoodlet
Vice President and Counsel

                                                 July 18, 2005

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

        RE:     John Hancock Life Insurance Company (U.S.A)
                Separate Account N
                File Nos. 811-5130
                Initial Form N-6 Registration Statement under the 1933 Act

Commissioners:

        Conveyed herewith via EDGAR for filing under the Securities Act of 1933
("1933 Act"), pursuant to Rule 101(a)(i) of Regulation S-T, is the initial Form
N-6 registration statement for the Separate Account N ("Registrant") relating to
the Corporate VUL ("CVUL") insurance policies to be offered by John Hancock Life
Insurance Company (U.S.A.) ("John Hancock" or the "Depositor").

Background of the Enclosed Filing

        The purpose of this filing is to add the CVUL prospectus to the
Registrant's filing under the Investment Company Act of 1940 and to obtain a
separate 1933 Act file number for the separate account interests offered through
the CVUL prospectus. The CVUL policy and prospectus is in many ways quite
similar to the Protection Variable Universal Life ("PVUL") policy and prospectus
issued by Depositor. The separate account interests under the PVUL policy are
registered by John Hancock Variable Account A under File Nos. 811-4834 and
333-124150. The material differences between the two products are (i) those
required to reflect the different Registrant (Variable Account N), (ii) the
absence of a "No-Lapse Guarantee" in the CVUL product, (iii) the absence of a
surrender charge in the CVUL policy, (iv) the different limiting age (age 100
vs. age 121 in the PVUL product), (v) the availability of only a single rider
(Enhanced Cash Value Rider) with the PVUL policy, and (vi) changes in certain
administrative procedures (such as the elimination of the option to change the
death benefit from Option 1 to Option 2). The prospectus also reflects the
change to no longer provide page references in the text to cited sections of the
prospectus. Providing such page references is time consuming and



prone to error as we work through the various prospectus drafts, and offers the
investors little benefit given the existence of the page references in the Table
of Contents.

Matters to be Completed by Pre-Effective Amendment

        Registrant will file a pre-effective amendment to respond to comments of
the Commission staff and otherwise complete the enclosed filing prior to
effectiveness. Registrant would appreciate receiving any comments the Commission
staff may have prior to that time pertaining to the enclosed registration
statement.

Request for Selective Review

        In view of the similarities between this filing and the JHUSA PVUL
filing as noted above, Registrant hereby requests selective review of this
filing.

Request for Acceleration

        An oral request for acceleration of the enclosed filing may be made. The
Registrant and its Principal Underwriter have authorized us to hereby state to
the Commission on their behalf that they are aware of their obligations under
the Securities Act of 1933.

         Please direct all questions to the undersigned at (617) 572-9197.

                                        Sincerely,


                                        /s/ James C. Hoodlet
                                        James C. Hoodlet
                                        Vice President & Counsel