CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated March 23, 2001 accompanying the consolidated
financial statements of The Manufacturers Life Insurance Company (U.S.A.) and to
the use of our report dated February 2, 2001 accompanying the financial
statements of Separate Account Two of The Manufacturers Life Insurance Company
of America in the Registration Statement on Form S-6 and related prospectus of
Separate Account M of The Manufacturers Life Insurance Company (U.S.A.) relating
to the "Variable Annuity" contracts and to be filed with the Securities and
Exchange Commission on January 2, 2002.


/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
December 28, 2001