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

                                   FORM 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.   Name and address of issuer:
     Separate Account Two of The Manufacturers Life Insurance Company of America
     200 Bloor Street East
     Toronto, Ontario, Canada M4W 1E5

2.   The name of each series or class of securities for which this Form is filed
     (If the Form is being filed for all series and classes of securities of the
     issuer, check the box but do not list series or classes): [ x ]

     Variable Insurance Contracts

3.   Investment Company Act File Number: 811-5179

     Securities Act File Number: 33-57018 and 33-14499

4(a). Last day of fiscal year for which this Form is filed : December 31, 1997

4(b).[ ] Check box if this Form is being filed late (i.e. more than 90 calendar
         days after the end of the issuers fiscal year). (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the registration
fee due.

4(c) [ ] Check box if this is the last time the issuer will be filing this Form.

5.    Calculation of registration fee:

                                                                               
     (i)   Aggregate sale price of securities sold during the
           fiscal year pursuant to section 24 (f):                                   $11,295,626
                                                                                     -----------

     (ii)  Aggregate price of securities redeemed or 
           repurchased during the fiscal year:                      $(27,619,088)
                                                                    -------------

     (iii) Aggregate price of securities redeemed or repurchased 
           during any prior fiscal year ending no earlier than 
           October 11, 1995 that were not previously used to 
           reduce registration fees payable to the Commission:      $          0 
                                                                    ------------


     (iv)  Total available redemption credits [add items 5(ii)
           and 5(iii)]:                                                             -$(27,619,088)
                                                                                    --------------

     (v)   Net sales -- if Item 5(i) is greater than Item 5(iv)
           [subtract Item 5(iv) from Item 5(i)]                                     $
                                                                                    -------------

     (vi)  Redemption credits available for use in future years



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              --  if Item 5(i) is less than Item 5(iv) [subtract Item (iv)
              from Item 5(i)]:                                                $(16,323,462)
                                                                              -------------

     (vii)    Multiplier for determining registration fee (See
              Instruction C.9):                                                               x.000295
                                                                                              --------

     (viii)   Registration fee due [multiply Item 5(v) by Item 5(vii)]
              (enter "0" if no fee is due):                                                   =$     0
                                                                                              --------




6.   Prepaid Shares

     If the response to Item 5(i) was determined by deducting an amount of
     securities that were registered under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect before October 11, 1997, then report the amount
     of securities (number of shares or other units) deducted
     here:________________. If there is a number of shares or other units that
     were registered pursuant to rule 24e-2 remaining unsold at the end of the
     fiscal year for which this form is filed that are available for use by the
     issuer in future fiscal years, then state that number here:_____________.

7.   Interest due -- if this Form is being filed more than 90 days after the end
     of the issuer's fiscal year (see Instruction D): +$
                                                      ------------- 

8.   Total of the amount of the registration fees due plus any interest due
     [line 5(viii) plus line 7]:
                                                      =$          0
                                                      -------------

9.   Date the registration fee and any interest payment was sent to the
     Commission's lockbox depository:

                  Method of Delivery:
                                    [    ] Wire Transfer
                                    [    ]  Mail or other means



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                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.


By (Signature and Title)   /s/ DOUGLAS MYERS
                           --------------------------------------
                           Douglas Myers, Vice President, Finance


Date:  March 27, 1998