HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF, N-4, 1999-06-21

HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF
N-4, 1999-06-21

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<PAGE>

As filed with the Securities and Exchange Commission on June 18, 1999.
File Nos. 333-_____
811-07451
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 6 [X]
(Check Appropriate Box or Boxes)

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
(Exact Name of Registrant)

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(Name of Depositor)

JOHN HANCOCK PLACE, BOSTON, MA 02117
(Address Of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, Including Area Code: (617) 572-9196

RONALD J. BOCAGE, ESQUIRE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE
BOSTON, MA 02117
(Name and Address of Agent for Service)

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

Title and amount of securities being registered: interests under flexible
premium deferred variable annuity contracts.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)

<TABLE>
<CAPTION>
Form N-4 Item Prospectus Caption
------------- ------------------

<S> <C>
1. Cover Page..................... Cover Page
2. Definitions.................... Index of Key Words
3. Synopsis....................... Fee table
4. Condensed Financial Information Not applicable
5. General Description of Registrant,
Depositor and Portfolio Companies Cover Page; Description of John Hancock;
How we support the variable investment
options.
6. Deductions and Expenses........ What fees and charges will be deducted
from my contract?
7. General Description of Variable
Annuity Contracts................ What is the contract?
8. Annuity Period................. The annuity period
9. Death Benefit.................. What happens if the annuitant dies
before my contract's date of maturity?
Payment of death benefits; Distribution
requirements following death of owner
10. Purchases and Contract Value.. Distribution of the contracts; How will
the value of my investment in the
contract change over time?
11. Redemptions................... What fees and charges will be deducted
from my contract? How can I withdraw
money from my contract? Can I change my
contract's investment options? Can I
return my contract?
12. Taxes......................... Tax information
13. Legal Proceedings............. Not applicable
14. Table of Contents of Statement of
Additional Information........ Registration statement
</TABLE>

<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)

<TABLE>
<CAPTION>
Form N-4 Item Statement of Additional Information
------------- -----------------------------------
Caption
-------
<S> <C>
15. Cover Page.................... Cover Page

16. Table of Contents............. Table of Contents

17. General Information and History Not Applicable

18. Services...................... Not Applicable

19. Purchase of Securities Being
Offered....................... Not Applicable

20. Underwriters.................. Not Applicable

21. Calculation of Performance Data Calculation of Performance Data

22. Annuity Payments.............. Calculation of Payments

23. Financial Statements.......... Separate Account Financial Statements
</TABLE>

<PAGE>

PROSPECTUS DATED ________, 1999

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REVOLUTION VALUE VARIABLE ANNUITY
- --------------------------------------------------------------------------------

a deferred combination fixed and variable annuity contract issued by

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY ("JHVLICO")

------------------------------------------------
JOHN HANCOCK ANNUITY SERVICING OFFICE
------------------------------------------------

529 Main Street (X-3) Phone: 1-800-732-5543
Charlestown, MA 02129 Fax: 1-800-886-3048
------------------------------------------------

The contract enables you to earn (1) fixed rates of interest that we
guarantee for stated periods of time ("guarantee periods") and (2) an
investment-based return in the following variable investment options:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
<S> <C>
V.A. Sovereign Investors ................... John Hancock Advisers, Inc.
V.A. Core Equity ........................... Independence Investment Associates, Inc.
Aggressive Balanced ........................ Independence Investment Associates, Inc.
Fidelity VIP Contrafund .................... Fidelity Management & Research Company
Equity Index ............................... State Street Global Advisers
Large Cap Value CORE ....................... Goldman Sachs Asset Management
V.A. Financial Industries .................. John Hancock Advisers, Inc.
Large Cap Aggressive Growth ................ Alliance Capital Management L.P.
Fidelity VIP Growth ........................ Fidelity Management & Research Company
MFS Growth ................................. Massachusetts Financial Services Company
Large/Mid Cap Value ........................ Wellington Management Company, LLP
Mid Cap Blend .............................. Independence Investment Associates, Inc.
AIM V.I. Value ............................. AIM Advisors, Inc.
MFS Research ............................... Massachusetts Financial Services Company
AIM V.I. Growth ............................ AIM Advisors, Inc.
Fundamental Mid Cap Growth ................. Oppenheimer Funds, Inc.
Small/Mid Cap CORE ......................... Goldman Sachs Asset Management
Small/Mid Cap Value ........................ The Boston Company Asset Management, LLC
Small/Mid Cap Growth ....................... Wellington Management Company, LLP
Small Cap Growth ........................... John Hancock Advisers, Inc.
MFS New Discovery .......................... Massachusetts Financial Services Company
International Balanced ..................... Brinson Partners, Inc.
Templeton International .................... Templeton Investment Counsel, Inc.
International Equity ....................... Goldman Sachs Asset Management
Fidelity VIP Overseas ...................... Fidelity Management & Research Company
Templeton Developing Markets ............... Templeton Asset Management, Ltd.
Short-Term Bond ............................ Independence Investment Associates, Inc.
Bond Index ................................. Mellon Bond Associates, LLP
V.A. Bond .................................. John Hancock Advisers, Inc.
V.A. Strategic Income ...................... John Hancock Advisers, Inc.
High Yield Bond ............................ Wellington Management Company, LLP
V.A. Money Market .......................... John Hancock Advisers, Inc.
- ------------------------------------------------------------------------------------------------
</TABLE>

We may offer additional variable investment options in the future.
<PAGE>

For each variable investment option you select, we invest your money in a
corresponding "Fund." The currently available "Funds" include certain Funds,
Portfolios or Series of the John Hancock Declaration Trust, the John Hancock
Variable Series Trust I, the AIM Variable Insurance Funds, Inc., the Templeton
Variable Product Series Fund, Fidelity's Variable Insurance Products Fund and
Variable Insurance Products Fund II, and the MFS Variable Insurance Trust
(together, "the Trusts").

Each Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). Each of the Trusts' "Funds" is a
separately managed investment portfolio that has its own investment objective
and strategies. Attached at the end of this prospectus is a prospectus for each
Trust and each individual Fund that contains detailed information about each
available Fund. Be sure to read the prospectuses for the Trusts and the
individual Funds before selecting any variable investment option.

For amounts you don't wish to invest in a variable investment option, you can
choose among several guarantee periods, each of which has its own guaranteed
interest rate and expiration date. If you remove money from a guarantee period
prior to its expiration, however, we may increase or decrease your contract's
value to compensate for changes in interest rates that may have occurred
subsequent to the beginning of that guarantee period. This is known as a "market
value adjustment."

************************************************************************

The SEC has not approved or disapproved the contracts, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Contracts are not deposits or obligations of, or insured, endorsed, or
guaranteed by the U.S. Government, any bank, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency, entity or person,
other than JHVLICO. They involve investment risks including the possible loss
of principal.

The contracts are not available in all states. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in
any state to any person to whom it is unlawful to make or solicit an offer in
that state.
<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
contract or exercise any of your rights under the contract. We have arranged
the prospectus in the following way:

. The first section contains an "INDEX OF KEY WORDS."

. Behind the index is the "FEE TABLE." This section highlights the
various fees and expenses you will pay directly or indirectly, if you
purchase a contract.

. The next section is called "BASIC INFORMATION." It contains basic
information about the contract presented in a question and answer
format. You should read the Basic Information before reading any
other section of the prospectus.

. Behind the Basic Information is "ADDITIONAL INFORMATION." This
section gives more details about the contract. It generally does not
repeat information contained in the Basic Information.

. "CONDENSED FINANCIAL INFORMATION" follows the "Additional
Information." This gives some basic information about the size and
past performance of the variable investment options.

The Trusts' prospectuses are attached at the end of this prospectus. You
should save these prospectuses for future reference.

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IMPORTANT NOTICES

This is the prospectus - it is not the contract. The prospectus simplifies
many contract provisions to better communicate the contract's essential
features. Your rights and obligations under the contract will be determined by
the language of the contract itself. On request, we will provide the form of
contract for you to review. In any event, when you receive your contract, we
suggest you read it promptly.

We've also filed with the SEC a "Statement of Additional Information," dated
_______, 1999. This Statement contains detailed information not included in
the prospectus. Although a separate document from this prospectus, the
Statement of Additional Information has the same legal effect as if it were a
part of this prospectus. We will provide you with a free copy of the Statement
upon your request. To give you an idea what's in the Statement, we have
included a copy of the Statement's table of contents on page __.
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<PAGE>

INDEX OF KEY WORDS

We define or explain each of the following key words used in this prospectus
on the pages shown below:

KEY WORD PAGE

Accumulation units.................................................
Annuitant..........................................................
Annuity payments...................................................
Annuity period.....................................................
Contract year......................................................
Date of issue......................................................
Date of maturity...................................................
Free withdrawal amount.............................................
Funds..............................................................
Guarantee periods.............................................cover
Investment options.................................................
Market value adjustment............................................
Premium payments...................................................
Surrender value....................................................
Surrender..........................................................
Variable investment options...................................cover
Withdrawal charge..................................................
Withdrawal.........................................................

<PAGE>

FEE TABLE

The following fee table shows the various fees and expenses that you will pay,
either directly or indirectly, if you purchase a contract. The table does not
include charges for premium taxes (which may vary by state) or fees for any
optional benefit riders that you select.

OWNER TRANSACTION EXPENSES AND ANNUAL CONTRACT FEE

. Maximum Withdrawal Charge (as % of amount withdrawn) 7%
. Annual Contract Fee (applies only to contracts of less than $50,000) $30

ANNUAL CONTRACT EXPENSES (AS A % OF THE AVERAGE TOTAL VALUE OF THE CONTRACT)

. Mortality and Expense Risk Charge 1.25%

This charge doesn't apply to amounts held in the guarantee periods.

ANNUAL FUND EXPENSES (BASED ON % OF AVERAGE NET ASSETS)

The Funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each Fund and reduce the investment
return of each Fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select.

The figures in the following chart for the Funds of the John Hancock Variable
Series Trust I are expressed as percentages of each Fund's average daily net
assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees currently payable and the 1998 other operating
expenses allocated to the Fund (except that the other fund expenses for the
Aggressive Balanced, Large Cap Value CORE, Large Cap Aggressive Growth,
Large/Mid Cap Value, Mid Cap Blend, Fundamental Mid Cap Growth, Small/Mid Cap
Value, and International Equity Index Funds are based upon estimates for the
current fiscal year).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
OTHER FUND
MANAGEMENT OTHER FUND TOTAL FUND EXPENSES ABSENT
FUND NAME FEES EXPENSES(1) EXPENSES REIMBURSEMENT
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Aggressive Balanced 0.10%
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Equity Index 0.14% 0.08% 0.22% 0.08%
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Large Cap Value CORE 0.10%
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Large Cap Aggressive
Growth 0.10%
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Large/Mid Cap Value 0.10%
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Mid Cap Blend 0.10%
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Fundamental Mid Cap
Growth 0.10%
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Small/Mid Cap CORE 0.80% 0.10% 0.90% 0.23%
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Small/Mid Cap Value 0.10%
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Small/Mid Cap Growth 0.75% 0.05% 0.80% 0.05%
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Small Cap Growth 0.75% 0.08% 0.83% 0.08%
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</TABLE>
<PAGE>

(1) John Hancock Mutual Life Insurance Company reimburses a fund when the
fund's other operating expenses exceed 0.10% of the Fund's average
daily net assets.

The figures in the following chart for the Funds of the John Hancock
Declaration Trust are expressed as percentages of each Fund's average daily net
assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees currently payable and the 1998 other operating
expenses allocated to the John Hancock Declaration Trust.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
OTHER FUND
MANAGEMENT OTHER FUND TOTAL FUND EXPENSES ABSENT
FUND NAME FEES EXPENSES(2) EXPENSES REIMBURSEMENT
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors 0.60% 0.14% 0.74% 0.14%
- ------------------------------------------------------------------------------------------
V.A. Core Equity 0.70% 0.25% 0.95% 0.25%
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V.A. Financial Industries 0.80% 0.12% 0.92% 0.12%
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V.A. Bond 0.50% 0.25% 0.75% 0.84%
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V.A. Strategic Income 0.60% 0.25% 0.85% 0.33%
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V.A. Money Market 0.50% 0.24% 0.74% 0.24%
- ------------------------------------------------------------------------------------------
</TABLE>

(2) John Hancock Funds, Inc., has agreed to limit temporarily other
expenses of each fund to 0.25% of the fund's average daily assets.

The following table states the total management fee and the total annual
Service Class operating expense, as percentage of each class's average net
assets, for each fund for the fiscal year ended December 31, 1998. The total
class operating expenses do not reflect the effect of any reduction of certain
expenses during the period.

- -----------------------------------------------------------------------------------------
TOTAL CLASS
OTHER CLASS TOTAL CLASS OPERATING EXPENSES
MANAGEMENT OPERATING OPERATING ABSENT
FUND NAME FEES EXPENSES EXPENSES(3) REIMBURSEMENT
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Contrafund 0.59% 0.21% 0.80% 0.80%
- -----------------------------------------------------------------------------------------
Fidelity VIP Growth 0.59% 0.21% 0.80% 0.80%
- -----------------------------------------------------------------------------------------
Fidelity VIP Overseas 0.74% 0.27% 1.01% 1.01%
- -----------------------------------------------------------------------------------------
</TABLE>

(3) Fidelity Management & Research Company has volutarily agreed to
reimburse Service Class of the funds to the extent that total
operating expenses (excluding interest, taxes, securites lending fees,
brokerage commissions and extraordinary expenses), as a percentage of
their respective average net assets, exceed 1.10% for the Contrafund
and 1.60% for the Growth and Overseas Funds. If certain expense
reductions resulting from the use of brokerage commissions and
univested cash balances
<PAGE>

were included, the above operating expense percentages would have been
reduced by 0.05% for the Contrafund and Growth Fund and 0.04% for the
Overseas Fund.

The following table for the Funds of the Templeton Variable Products Series
Fund shows the management fees and other operating expenses for each Fund for
the fiscal year ended December 31, 1998. The figures in the table are expressed
as percentages (rounded to two decimal places) of each Fund's average daily net
assets for 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FUND NAME FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Templeton International 0.69% 0.42% 1.11%
- --------------------------------------------------------------------------------
Templeton Developing Markets 1.25% 0.66% 1.91%
- --------------------------------------------------------------------------------
</TABLE>

The following table for the Series of the MFS Variable Insurance Trust shows
the management fees and other operating expenses for each Series for the fiscal
year ended December 31, 1998. The figures in the table are expressed as
percentages (rounded to two decimal places) of each Series' average daily net
assets for 1998.

(4) Each series has an expense offset arrangement which reduces the
series' custodian fee based upon the amount of cash maintained by the
series with its custodian and dividend disbursing agent. Each series
may enter into other such arrangements and directed brokerage
arrangements, which would also have the effect of reducing the series'
expenses. Expenses do not take into account these expense reductions,
and are therefore higher than the actual expenses of the series.

(5) Massachusetts Financial Services Company has contractually agreed to
bear expense for the series, subject to reimbursement by the series,
such that each such series "other operating expenses" shall not exceed
0.25% of the average daily net assets of the series during the current
fiscal year.

The following table for the Funds of the AIM Variable Insurance Funds,
Inc., shows the management fees and other operating expenses for each Funds for
the fiscal year ended December 31, 1998. The figures in the table are expressed
as percentages (rounded to two decimal places) of each Fund's average daily net
assets for 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FUND NAME FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM V.I. Value 0.64% 0.08% 0.72%
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AIM V.I. Growth 0.61% 0.05% 0.66%
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>

EXAMPLES*

If you "surrender" (turn in) your contract at the end of the applicable
time period, you would pay the following current expenses, directly or
indirectly, on a $1,000 investment allocated to one of the variable investment
options, assuming a 5% annual return on assets:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors
- ---------------------------------------------------------------------------
V.A. Core Equity
- ---------------------------------------------------------------------------
Aggressive Balanced
- ---------------------------------------------------------------------------
Fidelity VIP Contrafund
- ---------------------------------------------------------------------------
Equity Index
- ---------------------------------------------------------------------------
Large Cap Value CORE
- ---------------------------------------------------------------------------
V.A. Financial Industries
- ---------------------------------------------------------------------------
Large Cap Aggressive Growth
- ---------------------------------------------------------------------------
Fidelity VIP Growth
- ---------------------------------------------------------------------------
MFS Growth
- ---------------------------------------------------------------------------
Large/Mid Cap Value
- ---------------------------------------------------------------------------
Mid Cap Blend
- ---------------------------------------------------------------------------
AIM V.I. Value
- ---------------------------------------------------------------------------
MFS Research
- ---------------------------------------------------------------------------
AIM V.I. Growth
- ---------------------------------------------------------------------------
Fundamental Mid Cap Growth
- ---------------------------------------------------------------------------
Small/Mid Cap CORE
- ---------------------------------------------------------------------------
Small/Mid Cap Value
- ---------------------------------------------------------------------------
Small/Mid Cap Growth
- ---------------------------------------------------------------------------
Small Cap Growth
- ---------------------------------------------------------------------------
MFS New Discovery
- ---------------------------------------------------------------------------
International Balanced
- ---------------------------------------------------------------------------
Templeton International
- ---------------------------------------------------------------------------
International Equity Index
- ---------------------------------------------------------------------------
Fidelity VIP Overseas
- ---------------------------------------------------------------------------
Templeton Developing Markets
- ---------------------------------------------------------------------------
Short-Term Bond
- ---------------------------------------------------------------------------
Bond Index
- ---------------------------------------------------------------------------
V.A. Bond
- ---------------------------------------------------------------------------
V.A. Strategic Income
- ---------------------------------------------------------------------------
High Yield Bond
- ---------------------------------------------------------------------------
V.A. Money Market
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>

If you commence receiving payments under one of our annuity payment options
at the end of the applicable time period, or if you do not surrender your
contact, you would pay the following current expenses, directly or indirectly,
on a $1,000 investment allocated to one of the variable investment options,
assuming 5% annual return on assets.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors
- ----------------------------------------------------------------------
V.A. Core Equity
- ----------------------------------------------------------------------
Aggressive Balanced
- ----------------------------------------------------------------------
Fidelity VIP Contrafund
- ----------------------------------------------------------------------
Equity Index
- ----------------------------------------------------------------------
Large Cap Value CORE
- ----------------------------------------------------------------------
V.A. Financial Industries
- ----------------------------------------------------------------------
Large Cap Aggressive Growth
- ----------------------------------------------------------------------
Fidelity VIP Growth
- ----------------------------------------------------------------------
MFS Growth
- ----------------------------------------------------------------------
Large/Mid Cap Value
- ----------------------------------------------------------------------
Mid Cap Blend
- ----------------------------------------------------------------------
AIM V.I. Value
- ----------------------------------------------------------------------
MFS Research
- ----------------------------------------------------------------------
AIM V.I. Growth
- ----------------------------------------------------------------------
Fundamental Mid Cap Growth
- ----------------------------------------------------------------------
Small/Mid Cap CORE
- ----------------------------------------------------------------------
Small/Mid Cap Value
- ----------------------------------------------------------------------
Small/Mid Cap Growth
- ----------------------------------------------------------------------
Small Cap Growth
- ----------------------------------------------------------------------
MFS New Discovery
- ----------------------------------------------------------------------
International Balanced
- ----------------------------------------------------------------------
Templeton International
- ----------------------------------------------------------------------
International Equity Index
- ----------------------------------------------------------------------
Fidelity VIP Overseas
- ----------------------------------------------------------------------
Templeton Developing Markets
- ----------------------------------------------------------------------
Short-Term Bond
- ----------------------------------------------------------------------
Bond Index
- ----------------------------------------------------------------------
V.A. Bond
- ----------------------------------------------------------------------
V.A. Strategic Income
- ----------------------------------------------------------------------
High Yield Bond
- ----------------------------------------------------------------------
V.A. Money Market
- ----------------------------------------------------------------------
</TABLE>

* THESE EXAMPLES DO NOT INCLUDE ANY APPLICABLE PREMIUM TAXES OR ANY FEES FOR
OPTIONAL BENEFIT RIDERS. THE EXAMPLES SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF PAST OR FUTURE EXPENSES; ACTUAL CHARGES MAY BE GREATER
OR LESS THAN THOSE SHOWN ABOVE. THE EXAMPLES ASSUME FUND EXPENSES AT RATES
SET FORTH ABOVE FOR 1998, AFTER REIMBURSEMENTS. THE ANNUAL CONTRACT FEE HAS
BEEN INCLUDED AS AN ANNUAL PERCENTAGE OF ASSETS.
<PAGE>

BASIC INFORMATION

This "Basic Information" section provides answers to commonly asked questions
about the contract. Here are the page numbers where the questions and answers
appear:

QUESTION PAGES TO SEE
-------- ------------
<S> <C>
What is the contract? ...........................................................

Who owns the contract? ..........................................................

Is the owner also the annuitant? ................................................

How can I invest money in a contract? ...........................................

How will the value of my investment in the contract change over time? ...........

What annuity benefits does the contract provide? ................................

What are the tax consequences of owning a contract? .............................

Can I change my contract's investment options? ..................................

What fees and charges will be deducted from my contract? ........................

How can I withdraw money from my contract? ......................................

What happens if the annuitant dies before my contract's date of maturity? .......

What other benefits can I purchase under a contract? ............................

Can I return my contract? .......................................................
</TABLE>
<PAGE>

WHAT IS THE CONTRACT?

The contract is a "deferred payment variable annuity contract." An annuity
contract provides a person (known as the "annuitant" or "payee") with a series
of periodic payments. Because this contract is also a deferred payment contract,
the annuity payments will begin on a future date, called the contract's "date of
maturity." Under a variable annuity contract, the amount you have invested can
increase or decrease in value daily based upon the value of the variable
investment options chosen.

WHO OWNS THE CONTRACT?

That's up to you. Unless the contract provides otherwise, the owner of the
contract is the person who can exercise the rights under the contract, such as
the right to choose the investment options or the right to surrender the
contract. In many cases, the person buying the contract will be the owner.
However, you are free to name another person or entity (such as a trust) as
owner. In writing this prospectus, we've assumed that you, the reader, are the
person or persons entitled to exercise the rights and obligations under
discussion. If a contract has joint owners, both must join in any written notice
or request.

IS THE OWNER ALSO THE ANNUITANT?

Again, that's up to you. The annuitant is the person upon whose death the
contract's death benefit becomes payable. Also, the annuitant receives payments
from us under any annuity option that commences during the annuitant's lifetime.
In many cases, the same person is both the annuitant and the owner of a
contract. However, you are free to name another person as annuitant or joint
annuitant. You could also name as joint annuitants two persons other than
yourself.

HOW CAN I INVEST MONEY IN A CONTRACT?

PREMIUM PAYMENTS

We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a [$5,000] initial premium payment to
purchase a contract. If you purchase your contract under any of the
tax-qualified plans shown on page __ or if you purchase your contract through
the annuity direct deposit program, different minimums will apply. If you choose
to contribute more money into your contract, each subsequent premium payment
must be at least $200 ($100 for the annuity direct deposit program). If your
contract's total value ever falls to zero, we may terminate it. Therefore, you
may need to pay more premiums to keep the contract in force.

APPLYING FOR A CONTRACT

An authorized representative of the broker-dealer or financial institution
through whom you purchase your contract will assist you in (1) completing an
application or placing an order for a

11
<PAGE>

contract and (2) transmitting it, along with your initial premium payment, to
the John Hancock Annuity Servicing Office.

Once we receive your initial premium payment and all necessary information, we
will issue your contract and invest your initial premium payment within two
business days. If the information is not in good order, we will contact you to
get the necessary information. If for some reason, we are unable to complete
this process within 5 business days, we will either send back your money or get
your permission to keep it until we get all of the necessary information.

In certain situations, we will issue a contract upon receiving the order of
your broker-dealer or financial institution but delay the effectiveness of the
contract until we receive your signed application. (What we mean by "delaying
effectiveness" is that we will not allow allocations to the variable investment
options until we receive your signed application.) In those situations, if we do
not receive your signed application within our required time period, we will
deem the contract void from the beginning and return your premium payment.

We measure the years and anniversaries of your contract from its date of
issue. We use the term "contract year" to refer to each period of time between
anniversaries of your contract's date of issue.

LIMITS ON PREMIUM PAYMENTS

You can make premium payments of up to $1,000,000 in any one contract year.
The total of all new premium payments and transfers that you allocate to any one
variable investment option in any one contract year may not exceed $1,000,000.
While the annuitant is alive and the contract is in force, you can make premium
payments at any time before the date of maturity. However,

- -------------------------------------------------------------------------
YOU MAY NOT MAKE ANY
PREMIUM PAYMENTS AFTER THE
IF YOUR CONTRACT IS USED TO FUND ANNUITANT REACHES AGE
- -------------------------------------------------------------------------
a "tax qualified plan"* 70 1/2**
- -------------------------------------------------------------------------
a non-tax qualified plan 85
- -------------------------------------------------------------------------

* as that term is used in "Tax Information," beginning on page __.
** except for a ROTH IRA, which has no age limit.

We will not issue a contract if the proposed annuitant is older than age 84.
We may waive any of these limits, however.

WAYS TO MAKE PREMIUM PAYMENTS

Premium payments made by check or money order must be:

. drawn on a U.S. bank,

12
<PAGE>

. drawn in U.S. dollars, and

. made payable to "John Hancock."

Premium payments after the initial premium payment should be sent to the John
Hancock Annuity Servicing Office at one of the addresses shown on page 1 of this
prospectus. We will also accept premium payments by wire. We will accept your
initial premium payment by exchange from another insurance company. You can find
information about wire payments under "Premium payments by wire," below. You can
find information about other methods of premium payment by contacting your
broker-dealer or by contacting the John Hancock Annuity Servicing Office.

Once we have issued your contract and it becomes effective, we credit you with
any additional premiums you pay as of the day we receive them at the John
Hancock Annuity Servicing Office.

PREMIUM PAYMENTS BY WIRE

If you purchase your contract through a broker-dealer firm or financial
institution, you may transmit your initial premium payment by wire order. Your
wire orders must include information necessary to allocate the premium payment
among your selected investment options.

If your wire order is complete, we will invest the premium payment in your
selected investment options as of the day we received the wire order. If the
wire order is incomplete, we may hold your initial premium payment for up to 5
business days while attempting to obtain the missing information. If we can't
obtain the information within 5 business days, we will immediately return your
premium payment, unless you tell us to hold the premium payment for 5 more days
pending completion of the application. Nevertheless, until we receive and
accept a properly completed and signed application, we will not:

. issue a contract;

. accept premium payments; or

. allow other transactions.

After we issue your contract, subsequent premium payments may be transmitted
by wire through your bank. Information about our bank, our account number, and
the ABA routing number may be obtained from the John Hancock Annuity Servicing
Office. Banks may charge a fee for wire services.

HOW WILL THE VALUE OF MY INVESTMENT IN THE CONTRACT CHANGE OVER TIME?

13
<PAGE>

Prior to a contract's date of maturity, the amount you've invested in any
VARIABLE INVESTMENT OPTION will increase or decrease based upon the investment
experience of the corresponding Fund. Except for certain charges we deduct, your
investment experience will be the same as if you had invested in the Fund
directly and reinvested all Fund dividends and distributions in additional
shares.

Like a regular mutual fund, each Fund deducts investment management fees and
other operating expenses. These expenses are shown in the fee table on page __.
However, unlike a mutual fund, we will also deduct charges relating to the
annuity guarantees and other features provided by the contract. These charges
reduce your investment performance and the amount we have credited to your
contract in any variable investment option. We describe these charges under
"What charges will be deducted from my contract?" beginning on page __.

The amount you've invested in a GUARANTEE PERIOD will earn interest at the
rate we have set for that period. The interest rate depends upon the length of
the guarantee period you select. We currently make available various guarantee
periods with durations of up to ten years. As long as you keep your money in a
guarantee period until its expiration date, we bear all the investment risk on
that money.

However, if you prematurely transfer, "surrender" or otherwise withdraw money
from a guarantee period we will increase or reduce the remaining value in your
contract by an amount that approximates the impact that any changes in interest
rates would have had on the market value of a debt instrument with terms
comparable to that guarantee period. This "market value adjustment" (or "MVA")
imposes investment risks on you. We describe how the market value adjustments
work in "Calculation of market value adjustment ("MVA")" beginning on page __.

At any time before the date of maturity, your "TOTAL VALUE OF YOUR CONTRACT"
equals

. the total amount you invested,

. minus all charges we deduct,

. minus all withdrawals you have made,

. plus or minus any positive or negative MVAs that we have made at the
time of any premature withdrawals or transfers you have made from a
guarantee period,

. plus or minus each variable investment option's positive or negative
investment return that we credit daily to any of your contract's
value daily while it is in that option, and

. plus the interest we credit to any of your contract's value while it
is in a guarantee period.

WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

14
<PAGE>

If your contract is still in effect on its date of maturity, it enters what is
called the "annuity period". During the annuity period, we make a series of
fixed or variable payments to you as provided under one of our several annuity
options. The form in which we will make the annuity payments, and the proportion
of such payments that will be on a fixed basis and on a variable basis, depend
on the elections that you have in effect on the date of maturity. Therefore you
should exercise care in selecting your date of maturity and your choices that
are in effect on that date.

You should carefully review the discussion under "The annuity period,"
beginning on page 30, for information about all of these choices you can make.

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

In most cases, no income tax will have to be paid on amounts you earn under a
contract until these earnings are paid out. All or part of the following
distributions from a contract may constitute a taxable payout of earnings:

. partial withdrawal

. full withdrawal ("surrender")

. payment of death benefit proceeds as a single sum upon the
annuitant's death

. periodic payments under one of our annuity payment options

In addition, if you elect the accumulated value enhancement rider, the
Internal Revenue Service might take the position that the annual charge for this
rider is deemed withdrawal from the contract which is subject to income tax and,
if applicable, the special 10% penalty tax for withdrawals before the age of
59 1/2.

How much you will be taxed on a distribution is based upon complex tax rules
and depends on matters such as

. the type of the distribution

. when the distribution is made

. the nature of any tax qualified retirement plan for which the
contract is being used, if any

. the circumstances under which the payments are made

If your contract is issued in connection with a tax-qualified retirement plan,
all or part of your premium payments may be tax-deductible.

<PAGE>

Special 10% tax penalties apply in many cases to the taxable portion of any
distributions from a contract before you reach age 59 1/2. Also, most
tax-qualified plans require that distributions from a contract commence and/or
be completed by a certain period of time. This effectively limits the period of
time during which you can continue to derive tax deferral benefits from any
tax-deductible premiums you paid or on any earnings under the contract.

CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

ALLOCATION OF PREMIUM PAYMENTS

When you apply for your contract, you specify the variable investment options
or guarantee periods (together, your "investment options") in which your premium
payments will be allocated. You may change this investment allocation for
future premium payments at any time. Any change in allocation will be effective
as of receipt of your request at the John Hancock Annuity Servicing Office.

Currently, you may use a maximum of 18 investment options over the life of
your contract. For purposes of this limit, each contribution or transfer of
assets into a variable investment option or guarantee period that you are not
then using counts as one "use" of an investment option, even if you had used
that option at an earlier time. Renewing a guarantee period upon its expiration
does not count as a new use, however, if the new guarantee period has the same
number of years as the expiring one.

TRANSFERRING YOUR ASSETS

Up to 12 times during each year of your contract, you may transfer, free of
any charge,

. all or part of the assets held in one VARIABLE INVESTMENT OPTION to
any other available variable investment option or guarantee period,
or

. all or part of the assets held in one GUARANTEE PERIOD to any other
available guarantee period or variable investment option.

We reserve the right to prohibit or to impose a charge of up to $25 on any
transfers in excess of the 12 free transfers. Transfers under our strategic
rebalancing or dollar-cost averaging programs do not count toward the 12 you are
allowed each year. However, you may not

. transfer more than $1,000,000 in a contract year from any one
variable investment option or guarantee period, without our prior
approval,

. make any transfer that would cause you to exceed the above-mentioned
maximum of 18 investment options,

. make any transfers, during the annuity period, to or from a guarantee
period, or

. make any transfer during the annuity period that would result in more
than four investment options being used at once.

16
<PAGE>

We reserve the right to prohibit a transfer less than 30 days prior to the
contract's date of maturity.

The contract you are purchasing was not designed for professional market
timing organizations or other persons that use programmed, large, or frequent
transfers. The use of such transfers may be disruptive to a Fund. We reserve
the right to reject any premium payment or transfer request from any person, if
in our judgment, a Fund would be unable to invest effectively in accordance with
its investment objectives and policies, or would otherwise be potentially
adversely affected.

PROCEDURE FOR TRANSFERRING YOUR ASSETS

You may request a transfer in writing or, if you have authorized telephone
transfers, by telephone or fax. All transfer requests should be directed to the
John Hancock Annuity Servicing Office at the one of the locations shown on page
1. Your request should include

. your name,

. daytime telephone number,

. contract number,

. the names of the investment options being transferred to and from
each, and

. the amount of each transfer.

The request becomes effective on the day we receive your request, in proper
form, at the John Hancock Annuity Servicing Office.

TELEPHONE TRANSFERS

Once you have completed a written authorization, you may request a transfer by
telephone or by fax. If the fax request option becomes unavailable, another
means of telecommunication will be substituted.

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

DOLLAR-COST AVERAGING VALUE PROGRAM

17
<PAGE>

You may elect to deposit any new premium payment of $5,000 or more in the
guarantee rate account. Each deposit will be depleted over the 6 or 12 month
period you select. The assets in this account will be automaticaly transferred
to one or more variable investment options over a 6 or 12 month period. At the
time of deposit, you will designate:

. the variable investment options to which assets will be transferred;

. the percentage amount to be transferred to each such variable investment
option; and

. the period over which the transfers will occur.

Under our current administrative rules, you may have multiple deposits under
this program at the same time, but the time period for each such deposit must be
the same (i.e., all must be 6 month periods or 12 month periods). Transfers to
the guarantee periods are not permitted under this program. Assets in the
account will earn a fixed rate of return at the effective annual rate in effect
at the time the deposit is made into the account. Such rate will apply to any
portion of the deposit remaining in the account until the full amount of such
deposit has been transferred to the selected variable investment options. We
will declare the rate for the account from time to time.

The guarantee rate account is a separate account established by John Hancock
under Massachusetts law. The account's assets belong to John Hancock. Each
contract provides that amounts we hold in the account pursuant to the contracts
cannot be reached by any person who may have claims against us.

The dollar-cost averaging value program and the standard dollar-cost averaging
program (described on page ___) cannot be used at the same time.

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

MORTALITY AND EXPENSE RISK CHARGE

We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts. On an annual basis, this
charge equals 1.25% of the value of the assets you have allocated to the
variable investment options. (This charge does not apply to assets you have in
our guarantee periods.)

In return for mortality risk charge, we assume the risk that annuitants as a
class will live longer than expected, requiring us to a pay greater number of
annuity payments. In return for the expense risk charge, we assume the risk
that our expenses relating to the contracts may be higher than we expected when
we set the level of the contracts' other fees and charges, or that our revenues
from such other sources will be less.

ANNUAL CONTRACT FEE

18
<PAGE>

Prior to the date of maturity of your contract, we will deduct $30 each year
from your contract if it has a total value on the contract anniversary of less
than $50,000. We deduct this annual contract fee at the beginning of each
contract year after the first contract year. We also deduct it if you surrender
your contract. We take the deduction proportionally from each variable
investment option and each guarantee period you are then using. We reserve the
right to increase the annual contract fee to $50.

PREMIUM TAXES

We make deductions for any applicable premium or similar taxes based on the
amount of a premium payment. Currently, certain states assess a tax of up to 5%
of each premium payment.

In most cases, we deduct a charge in the amount of the tax from the total
value of the contract only at the time of annuitization, death, surrender, or
withdrawal. We reserve the right, however, to deduct the charge from each
premium payment at the time it is made. We compute the amount of the charge by
multiplying the applicable premium tax percentage times the amount you are
withdrawing, surrendering, annuitizing or applying to a death benefit.

WITHDRAWAL CHARGE

If you withdraw some of your premiums from your contract prior to the date of
maturity ("partial withdrawal") or if you surrender (turn in) your contract, in
its entirety, for cash prior to the date of maturity ("total withdrawal" or
"surrender"), we may assess a withdrawal charge. Some people refer to this
charge as a "contingent deferred sales load." We use this charge to help defray
expenses relating to the sales of the contracts, including commissions paid and
other distribution costs.

Free withdrawal amounts: If you have any profit in your contract, you can
-----------------------
always withdraw that profit without any withdraw charge. By "profit," we mean
the amount by which your contract's total value exceeds the premiums you have
paid and have not (as discussed below) already withdrawn. If your contract
doesn't have any profit (or you have withdrawn it all) you can still make
charge-free withdrawals, unless and until all of your withdrawals during the
same contract year exceed 10% of all of the premiums you have paid to date.

Here's how we determine the charge: If the amount you withdraw or surrender
----------------------------------
totals more than the free withdrawal amount during the contract year, we will
assess a withdrawal charge on any amount of the excess that we attribute to
premium payments you made within seven years of the date of the withdrawal or
surrender.

The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:

19
<PAGE>

- --------------------------------------------------------------------------------
YEARS FROM DATE OF PREMIUM PAYMENT TO
DATE OF SURRENDER OR WITHDRAWAL WITHDRAWAL CHARGE*
- --------------------------------------------------------------------------------
7 or more .............................................. 0%
- --------------------------------------------------------------------------------
6 but less than 7 ...................................... 1%
- --------------------------------------------------------------------------------
5 but less than 6 ...................................... 2%
- --------------------------------------------------------------------------------
4 but less than 5 ...................................... 3%
- --------------------------------------------------------------------------------
3 but less than 4 ...................................... 4%
- --------------------------------------------------------------------------------
2 but less than 3 ...................................... 5%
- --------------------------------------------------------------------------------
1 but less than 2 ...................................... 6%
- --------------------------------------------------------------------------------
less than 1 ............................................ 7%
- --------------------------------------------------------------------------------

* AS A PERCENTAGE OF THE AMOUNT OF SUCH PREMIUM THAT WE CONSIDER TO HAVE
BEEN WITHDRAWN (INCLUDING THE WITHDRAWAL CHARGE), AS EXPLAINED IN THE
TEXT IMMEDIATELY BELOW.

Solely for purposes of determining the amount of the withdrawal charge, we
assume that the amount of each withdrawal that exceeds the free withdrawal
amount (together with any associated withdrawal charge) is a withdrawal first
from the earliest premium payment, and then from the next earliest premium
payment, and so forth until all payments have been exhausted. Once a premium
payment has been considered to have been "withdrawn" under these procedures,
that premium payment will not enter into any future withdrawal charge
calculations.

Here's how we deduct the withdrawal charge: We deduct the withdrawal charge
------------------------------------------
proportionally from each variable investment option and each guarantee period
being reduced by the surrender or withdrawal. For example, if 60% of the
withdrawal amount comes from the Growth option and 40% from the V.A. Money
Market option, then we will deduct 60% of the withdrawal charge from the Growth
option and 40% from the V.A. Money Market option. If any such option has
insufficient remaining value to cover the charge, we will deduct any shortfall
from all of your other investment options, pro-rata based on the value in each.
If your contract as a whole has insufficient surrender value to pay the entire
charge, we will pay you no more than the surrender value.

You will find examples of how we compute the withdrawal charge in Appendix B
to this prospectus.

When withdrawal charges don't apply: We don't assess a withdrawal charge in
-----------------------------------
the following situations:

. on amounts applied to an annuity option at the contract's date of
maturity or to pay a death benefit;

. on certain withdrawals if you have elected the rider that waives the
withdrawal charge; and

20
<PAGE>

. on amounts withdrawn to satisfy the minimum distribution requirements
for tax qualified plans. (Amounts above the minimum distribution
requirements are subject to any applicable withdrawal charge,
however.)

How an MVA affects the withdrawal charge: If you make a withdrawal from a
----------------------------------------
guarantee period at a time when the related MVA results in an upward adjustment
in your remaining value, we will calculate the withdrawal charge as if you had
withdrawn that much more. Similarly, if the MVA results in a downward
adjustment, we will compute any withdrawal charge as if you had withdrawn that
much less.

OTHER CHARGES

We offer, subject to state availability, four optional benefit riders. We
charge a separate monthly charge for each rider selected. At the beginning of
each month, we charge an amount equal to 1/12/th/ of the following annual
percentages:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
<S> <C>
0.10% of premiums you contributed within 7
Waiver of withdrawal charge benefit years prior to the date of deduction
- ------------------------------------------------------------------------------------------
Enhanced death benefit 0.15% of your contract's total value
- ------------------------------------------------------------------------------------------
Accumulated value enhancement* 0.35% of your initial premium payment (which
we may increase on a uniform basis for all
covered persons within the same state)
- ------------------------------------------------------------------------------------------
Guaranteed retirement income benefit 0.30% of your contract's total value
- ------------------------------------------------------------------------------------------
</TABLE>

* If you choose the accumulated value enhancement, you must also choose the
waiver of withdrawal charge.

We deduct the charge proportionally from each of your investment options,
based on your value in each.

HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

SURRENDERS AND PARTIAL WITHDRAWALS

Prior to your contract's date of maturity, if the annuitant is living, you
may:

. surrender your contract for a cash payment of its "surrender value,"
or

. make a partial withdrawal of the surrender value.

The "surrender value" of a contract is the total value of a contract, after
any market value adjustment, MINUS the annual contract fee, any applicable
premium tax, any withdrawal charges, and any applicable rider charges. We will
determine the amount surrendered or withdrawn as of the date we receive your
request at the John Hancock Annuity Servicing Office.

Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
__. Among other

21
<PAGE>

things, if you make a full surrender or partial withdrawal from your contract
before you reach age 59 1/2, an additional federal penalty of 10% generally
applies to any taxable portion of the withdrawal.

We will deduct any partial withdrawal proportionally from each of your
investment options based on the value in each, unless you direct otherwise.

Without our prior approval, you may not make a partial withdrawal

. for an amount less than $100, or

. if the remaining total value of your contract would be less than
$1,000.

We reserve the right to terminate your contract if the value of your contract
becomes zero.

You generally may not make any surrenders or partial withdrawals once we begin
making payments under an annuity option.

WAIVER OF WITHDRAWAL CHARGE RIDER

If your state permits, the person (or persons) covered under this contract may
purchase an optional waiver of withdrawal charge rider at the time of
application. Such "covered persons" are the owner and the owner's spouse,
unless the owner is a trust. In those cases, the "covered persons" are the
annuitant and the annuitant's spouse. Under this rider, we will waive withdrawal
charge on any withdrawals, if a "covered person" has been diagnosed with one of
the critical illness listed in the rider, or if all the following conditions
apply:

. a covered person become confined to a nursing home beginning at least
30 days after we issue your contract.

. such covered person remains in the nursing home for at least 90
consecutive days receiving nursing care.

. the covered person's confinement is prescribed by a doctor and
medically necessary because of a covered physical or mental
impairment.

You may not purchase this rider if (1) you are older than 74 years at
application or (2) if you were confined to a nursing home within the past two
years.

There is a charge for this rider, as set forth under "Other charges" on page
__, above. This rider (and the related charges) will terminate on the
contract's date of maturity, upon your surrendering the contract, or upon your
written request that we terminate it.

For a more complete description of the terms and conditions of this benefit,
you should refer directly to the rider. We will provide you with a copy on
request. In certain marketing materials, this rider may be referred to
"CareSolutions."

22
<PAGE>

If you purchase this rider, you and your immediate family will also have
access to:

. a national program designed to help the elderly maintain their
independent living by providing advice about an array of elder care
services available to seniors, and

. a list of long-term care providers in your area who provide special
discounts to persons who belong to the national program.

SYSTEMATIC WITHDRAWAL PLAN

Our optional systematic withdrawal plan enables you to preauthorize periodic
withdrawals. If you elect this plan, we will withdraw a percentage or dollar
amount from your contract on a monthly, quarterly, semiannual, or annual basis,
based upon your instructions. We will deduct the requested amount from each
applicable investment option in the ratio that the value of each bears to the
total value of your contract. Each systematic withdrawal is subject to any
withdrawal charge or market value adjustment that would apply to an otherwise
comparable non-systematic withdrawal. See "How will the value of my contract
change over time?" beginning on page __, and "What fees and charges will be
deducted from my contract?" beginning on page __. The same tax consequences
also generally will apply.

The following conditions apply to systematic withdrawal plans:

. you may elect the plan only if the total value of your contract
equals $25,000 or more.

. the amount of each systematic withdrawal must equal at least $100.

. if the amount of each withdrawal drops below $100 or the total value
of your contract becomes less that $5,000, we will suspend the plan
and notify you.

. you may cancel the plan at any time.

. we reserve the right to modify the terms or conditions of the plan at
any time without prior notice.

STANDARD DOLLAR-COST AVERAGING PROGRAM

You may elect, at no cost, to automatically transfer assets from any variable
investment option to one or more other variable investment options on a monthly,
quarterly, semiannual, or annual basis. The following conditions apply to the
standard dollar-cost averaging program:

. you may elect the program only if the total value of your contract
equals $15,000 or more.

23
<PAGE>

. the amount of each transfer must equal at least $250.

. you may change your dollar-cost averaging instructions at any time in
writing or, if you have authorized telephone transfers, by telephone.

. you may not use the standard dollar-cost averaging program and the
dollar-cost averaging value program at the same time.

. you may not use the standard dollar-cost averaging program and the
rebalancing program at the same time.

. you may discontinue the program at any time.

. the program automatically terminates when the variable investment
option from which we are taking the transfers has been exhausted.

. automatic transfers to or from guarantee periods are not permitted.

. we reserve the right to terminate the program at any time.

STRATEGIC REBALANCING

This program automatically re-sets the percentage of your account value
allocated to the variable investment options. Over time, the variations in the
investment results for each variable investment option you've elected will shift
the percentage allocations among them. The asset rebalancing program will
periodically transfer your account value among the variable investment options
to reestablish the preset percentages you have chosen. Strategic rebalancing
would usually result in transferring amounts from a variable investment option
with relatively higher investment performance since the last rebalancing to one
with relatively lower investment performance. However, rebalancing can also
result in transfering amounts from a variable investment option with relatively
lower current investment performance to one with relatively higher current
investment performance.

This program can be elected in the application or by sending the appropriate
form to our Servicing Office. You must specify the frequency for rebalancing
(monthly, quarterly, semi-annually or annually), the preset percentage for each
variable investment option, and a future beginning date.

Once elected, strategic rebalancing will continue until we receive notice of
cancellation of the option or notice of the death of the insured person.

The guarantee periods do not participate in and are not affected by strategic
rebalancing. The strategic rebalancing and standard dollar-cost averaging
programs cannot be in effect at the same time. We reserve the right to modify,
terminate or suspend the strategic rebalancing program at any time.

24
<PAGE>

WHAT HAPPENS IF THE ANNUITANT DIES BEFORE MY CONTRACT'S DATE OF MATURITY?

If the annuitant dies before your contract's date of maturity, we will pay a
death benefit to the contract's beneficiary. If you have named more than one
annuitant, the death benefit will be payable upon the death of the surviving
annuitant prior to the date of maturity.

If your contract has joint owners, each owner will automatically be deemed to
be the beneficiary of the other. This means that any death benefit payable upon
the death of one owner who is the annuitant will be paid to the other owner. In
that case, any other beneficiary you have named would received the death benefit
only if neither joint owner remains alive at the time the death benefit becomes
payable. (For a description of what happens upon the death of an owner who is
not the annuitant, see "Distribution requirements following death of owner,"
beginning on page __.)

We will pay a "standard" death benefit, unless you have chosen an "rider," as
discussed below.

STANDARD DEATH BENEFIT

The standard death benefit is the greater of:

. the total value of your contract, adjusted by any then-applicable
market value adjustment, or

. the total amount of premium payments made, minus any partial
withdrawals and related withdrawal charges.

We calculate the death benefit value as of the day we receive, at the John
Hancock Annuity Servicing Office:

. proof of the annuitant's death, and

. any required instructions as to method of settlement.

Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death. If you have not elected an optional method of settlement,
the beneficiary may do so. However, if the death benefit is less than $5,000,
we will pay it in a lump sum, regardless of any election. You can find more
information about optional methods of settlement under "Annuity options,"
beginning on page __.

ENHANCED DEATH BENEFIT RIDER

If you are under age 80 when you apply for your contract, you may elect to
enhance the standard death benefit by purchasing an enhanced death benefit
rider. Under this rider, if the annuitant dies before the contract's date of
maturity, we will pay the beneficiary the greatest of:

25
<PAGE>

. the amount of each premium you have paid, accumulated at 5% effective
annual interest (less any partial withdrawals you have taken and not
including any interest on such amounts after they are withdrawn);

. the highest total value of your contract (adjusted by any market
value adjustment) as of any anniversary of your contract to date,
PLUS any premium payments you have made since that anniversary, MINUS
any withdrawals you have taken (and any related withdrawal charges)
since that anniversary;

. the total value of your contract (adjusted by any market value
adjustment) as of the date we receive due proof of the annuitant's
death.

For these purposes, however, we count only those contract anniversaries that
occur BEFORE (1) we receive proof of death and (2) the anniversary of the
contract nearest the annuitant's 81st birthday.

You may elect this rider ONLY when you apply for the contract and only if this
rider is available in your state. As long as the rider is in effect, you will
pay a monthly charge for this benefit. For a description of this charge, refer
to page __ under "Other charges" For a more complete description of the terms
and conditions of this benefit, you should refer directly to the rider. We will
provide you with a copy on request.

This rider (and related charges) will terminate on the contract's date of
maturity, upon your surrendering the contract, or upon your written request that
we terminate it.

WHAT OTHER BENEFITS CAN I PURCHASE UNDER A CONTRACT?

In addition to the enhanced death benefit and of withdrawal charge riders
discussed above, we currently make available two other optional benefits. These
optional benefits are provided under riders that contain many terms and
conditions not set forth below. Therefore, you should refer directly to each
rider for more complete information. We will provide you with a copy on
request.

Accumulated value enhancement. Under this rider, we will increase the total
-----------------------------
value of the contract on a monthly basis if the covered person (who must be the
annuitant) satisfies both of the following conditions:

. You are unable to perform at least 2 activities of daily living
without human assistance or have a cognitive impairment, and

. You are receiving certain qualified services described in the rider.

The amount of the increase (called the "Monthly Benefit") is shown in the
specifications page of the contract. However, the rider contains an inflation
protection feature that will increase the Monthly Benefit by 5% each year after
the 7th contract year. The specifications page of the

26
<PAGE>

contract also contains a limit on how much the total value of the contract can
be increased by this rider (the "benefit limit"). The rider must be in effect
for 7 years before the covered person becomes eligible for any increase.

You may elect this rider only when you apply for the contract. There is a
monthly charge for this rider. The charge is described under "Other charges" on
page ___.

The rider will terminate if the contract terminates, if the covered person
dies, if the benefit limit is reached, if the owner is the covered person and
the ownership of the contract changes, or if the total value of the contract
falls below an amount equal to 25% of your initial premium payment. The rider
will also terminate on the contract's date of maturity. You may cancel the
rider by written notice at any time. The rider charge will terminate by written
notice at any time. The rider charge will terminate when the rider terminates.

You cannot elect this rider unless you have also elected the of withdrawal
charge benefit rider. In certain marketing materials, this rider may be
referred to as "CareSolutions Plus."

Guaranteed retirement income benefit. Under this rider, we will guarantee the
------------------------------------
amount of annuity payments you receive, if the following conditions are
satisfied:

. The date of maturity must be within the 30 day period following a
contract anniversary.

. If the annuitant was age 45 or older on the date of issue, the
contract must have been in effect for at least 10 contract years on
the date of maturity and the date of maturity must be on or after the
annuitant's 60th birthday and on or before the annuitant's 90th
birthday.

. If the annuitant was less than age 45 on the date of issue, the contract
must have been in effect for at least 15 contract years on the date of
maturity and the date of maturity must be on or before the annuitant's
90th birthday.

You cannot elect this rider at any time after your contract is issued. If you
elect this rider you need not choose to receive the guaranteed income benefit
that it provides. Rather, unless and until such time as you exercise your
option to receive a guaranteed income benefit under this rider, you will
continue to have the option of exercising any other right or option that you
would have under the contract (including withdrawal and annuity payment options)
if the rider had not been added to it.

If you do decide to add this rider to your contract, and if you do ultimately
decide to take advantage of the guaranteed income it provides, we will
automatically provide that guaranteed income in the form of fixed payments under
our "Option A: life annuity with payments for guaranteed period" described
below under "Annuity options." The guaranteed period will automatically be a
number of years that the rider specifies, based on the annuitant's age at the
annuity date and whether your contract is purchased in connection with a
tax-qualified plan.

27
<PAGE>

(These specified periods range from 5 to 10 years.) You will have no discretion
to vary this form of payment, if you choose the guaranteed income benefit under
this rider.

If you exercise your rights under this rider, we guarantee that the amount we
apply to this annuity payment option will be the same amount as if your premium
payments had earned a return prescribed by the rider, rather than the return
they earned in the subaccounts you actually chose. Under this rider, we would
apply that guaranteed amount to the fixed annuity payment option specified in
the rider in the same manner and on the same terms as if you had, in the absence
of this rider, elected to apply total contract value in the same amount to that
same annuity payment option.

There is a monthly charge for this rider, which is described at page __ under
"Other charges." The rider (and the related charges) automatically terminate if
your contract is surrendered or the annuitant dies. After you've held your
contract for 10 years, you can terminate the rider by written request.

28
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages __ through __.

CONTENTS OF THIS SECTION PAGES TO SEE

Description of JHVLICO ...........................................

Who should purchase a contract ...................................

How we support the variable investment options ...................

How we support the guarantee periods .............................

How the guarantee periods work ...................................

The accumulation period ..........................................

The annuity period ...............................................

Variable investment option valuation procedures ..................

Distribution requirements following death of owner ...............

Miscellaneous provisions .........................................

Tax information ..................................................

Further information about JHVLICO ................................

Management's discussion and analysis .............................

Year 2000 impact .................................................

Performance information ..........................................

Reports ..........................................................

Voting privileges ................................................

Certain changes ..................................................

Distribution of contracts ........................................

Impact of the year 2000 issue ....................................

Registration statement ...........................................

Experts ..........................................................

Appendix A - Details About Our Guarantee Periods .................

Appendix B - Examples of Withdrawal Charge Calculation ...........
<PAGE>

DESCRIPTION OF JHVLICO

We are JHVLICO, a stock life insurance company organized, in 1979, under the
laws of the Commonwealth of Massachusetts. We have authority to transact
business in all states, except New York. We are a wholly-owned subsidiary of
John Hancock Mutual Life Insurance Company ("John Hancock"), a mutual life
insurance company organized in Massachusetts in 1862. Both companies are
headquartered in Boston, Massachusetts.

A major financial services provider, John Hancock had more than $67.0 billion
of assets as of December 31, 1998. As JHVLICO's parent, John Hancock will from
time to time make capital contributions to JHVLICO to enable it to meet its
reserve requirements and expenses in connections with its business and to ensure
that it maintains a positive net worth.

WHO SHOULD PURCHASE A CONTRACT?

We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code"). We
also designed the contracts for purchase under:

. pension and profit-sharing plans qualified under Section 401(c) of
the Code, known as H.R. 10 Plans;

. pension or profit-sharing plans qualified under sections 401(a) or
403(a) of the Code, known as "corporate plans";

. plans qualified under Section 401(k) of the Code;

. annuity purchase plans adopted under Section 403(b) of the Code by
public school systems and certain other tax-exempt organizations;
and

. individual retirement annuity ("IRA") plans satisfying the
requirements of Section 408 of the Code.

When a contract forms part of a tax-qualified plan it becomes subject to
special tax law requirements, as well as the terms of the plan documents
themselves, if any. Also, in some cases, certain requirements under "ERISA"
(the Employee Retirement Income Security Act of 1974) may apply. Requirements
from any of these sources may, in effect, take precedence over (and in that
sense modify) the rights and privileges that an owner otherwise would have under
a contract. Some such requirements may also apply to certain retirement plans
that are not tax-qualified.

We may include certain requirements from the above sources in endorsements or
riders to the affected contracts. In other cases, we do not. In no event,
however, do we undertake to assure a contract's compliance with all plan, tax
law, and ERISA requirements applicable to a tax-qualified or non tax-qualified
retirement plan. Therefore, if you use or plan to use a contract in connection
with such a plan, you must consult with competent legal and tax advisers to
ensure that you know of (and comply with) all such requirements that apply in
your circumstances.

To accommodate "employer-related" plans, we provide "unisex" purchase rates.
That means the annuity purchase rates are the same for males and females. Any
questions you have as to whether you are participating in an "employer-related"
plan should be directed to your employer. Any question you or your employer
have about unisex rates may be directed to the John Hancock Annuity Servicing
Office.

HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

30
<PAGE>

We hold the Fund shares that support our variable investment options in John
Hancock Variable Annuity Account JF (the "Account"), a separate account
established by JHVLICO under Massachusetts law. The Account is registered as a
unit investment trust under the Investment Company Act of 1940 ("1940 Act").

The Account's assets, including the Trusts' shares, belong to JHVLICO. Each
contract provides that amounts we hold in the Account pursuant to the contracts
cannot be reached by any other persons who may have claims against us.

All of JHVLICO's general assets also support JHVLICO's obligations under the
contracts, as well as all of its other obligations and liabilities. These
general assets consist of all JHVLICO's assets that are not held in the Account
(or in another separate account) under variable annuity or variable life
insurance contracts that give their owners a preferred claim on those assets.

HOW WE SUPPORT THE GUARANTEE PERIODS

All of JHVLICO's general assets (discussed above) support its obligations
under the guarantee periods (as well as all of its other obligations and
liabilities). To hold the assets that support primarily the guarantee periods,
we have established a "non-unitized" separate account. With a non-unitized
separate account, you have no interest in or preferential claim on any of the
assets held in the account. The investments we purchase with amounts you
allocated to the guarantee periods belong to us; any favorable investment
performance on the assets allocated to the guarantee periods belongs to us.
Instead, you earn interest at the guaranteed interest rate you selected,
provided that you don't surrender, transfer, or withdraw your assets prior to
the end of your selected guarantee period.

HOW THE GUARANTEE PERIODS WORK

Amounts you allocate to the guarantee periods earn interest at a guaranteed
rate commencing with the date of allocation. At the expiration of the guarantee
period, we will automatically transfer its total value to the Money Market
option under your contract, unless you elect to:

. withdraw all or a portion of any such amount from the contract,

. allocate all or a portion of such amount to a new guarantee period or
periods of the same or different duration as the expiring guarantee
period, or

. allocate all or a portion of such amount to one or more of the
variable investment options.

You must notify us of any such election, by mailing a request to us at the
John Hancock Annuity Servicing Office at least 30 days prior to the end of the
expiring guarantee period. We will notify you of the end of the guarantee
period at least 30 days prior to its expiration. The first day of the new
guarantee period or other reallocation will begin the day after the end of the
expiring guarantee period.

We currently make available guarantee periods with durations up to ten years.
If you select a guarantee period that extends beyond your contract's date of
maturity, your maturity date will automatically be changed to the annuitant's
95th birthday (or a later date, if we approve). We reserve the right to add or
delete guarantee periods for new allocations from those that are available at
any time.

GUARANTEED INTEREST RATES

Each guarantee period has its own guaranteed rate. We may, at our discretion,
change the guaranteed rate for future guarantee periods. These changes will not
affect the guaranteed rates being paid on guarantee periods that have already
commenced. Each time you allocate or transfer

<PAGE>

money to a guarantee period, a new guarantee period, with a new interest rate,
begins to run with respect to that amount. The amount allocated or transferred
earns a guaranteed rate that will continue unchanged until the end of that
period. We will not make available any guarantee period offering a guaranteed
rate below 3%.

- --------------------------------------------------------------------------------
We make the final determination of guaranteed rates to be declared. We cannot
predict or assure the level of any future guaranteed rates.
- --------------------------------------------------------------------------------

You may obtain information concerning the guaranteed rates applicable to the
various guarantee periods, and the durations of the guarantee periods offered at
any time by calling the John Hancock Annuity Servicing Office at the telephone
number on page 1.

CALCULATION OF MARKET VALUE ADJUSTMENT ("MVA")

If you withdraw, surrender, transfer, or otherwise remove money from a
guarantee period prior to its expiration date, we will apply a market value
adjustment. A market value adjustment also generally applies to:

. death benefits pursuant to your contract,

. amounts you apply to an annuity option, and

. amounts paid in a single sum in lieu of an annuity.

The market value adjustment increases or decreases your remaining value in the
guarantee period. If the value in that guarantee period is insufficient to pay
any negative MVA, we will deduct any excess from the value in your other
investment options pro-rata based on the value in each. If there is
insufficient value in your other investment options, we will in no event pay out
more than the surrender value of the contract. Here is how the MVA works:

- --------------------------------------------------------------------------------
We compare

. the guaranteed rate of the guarantee period from which the assets are
being taken WITH

. the guaranteed rate we are currently offering for guarantee periods of
the same duration as remains on guarantee period from which the assets
are being taken.

If the first rate exceeds the second by more than 1/2 %, the market value
adjustment produces an increase in your contract's value.

If the first rate does not exceed the second by at least 1/2 %, the market value
adjustment produces a decrease in your contract's value.
- --------------------------------------------------------------------------

For this purpose, we consider that the amount withdrawn from the guarantee
period includes the amount of any negative MVA and is reduced by the amount of
any positive MVA.

The mathematical formula and sample calculations for the market value
adjustment appear in Appendix A.

32
<PAGE>

- --------------------------------------------------------------------------------
Because of exemptive and exclusionary provisions, interests in the guarantee
periods have not been registered under the Securities Act of 1933, and our
non-unitized separate account has not been registered as an investment company
under the Investment Company Act of 1940. Accordingly, neither the general
account nor any of its assets are subject to the provision of these acts. We
have been advised that the SEC staff has not reviewed the disclosure in this
prospectus relating to the guarantee periods. Disclosure regarding the guarantee
periods may, however, be subject to certain generally-applicable provisions of
the Federal securities laws relating to accuracy and completeness of statements
made in prospectuses.
- --------------------------------------------------------------------------------

THE ACCUMULATION PERIOD

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

Each premium payment or transfer that you allocate to a variable investment
option purchases "accumulation units" of that variable investment option.
Similarly, each withdrawal or transfer that you take from a variable investment
option (as well as certain charges that may be allocated to that option) result
in a cancellation of such accumulation units.

VALUATION OF ACCUMULATION UNITS

To determine the number of accumulation units that a specific transaction will
purchase or cancel, we use the following formula:

-----------------------------------------------------
dollar amount of transaction
DIVIDED BY
value of one accumulation unit for the applicable
variable investment option at the time of such
transaction
-----------------------------------------------------

The value of each accumulation unit will change daily depending upon the
investment performance of the Fund that corresponds to that variable investment
option and certain charges we deduct from such investment option. (See below
under "Variable investment option valuation procedures.")

Therefore, at any time prior to the date of maturity, the total value of your
contract in a variable investment option can be computed according to the
following formula:

-------------------------------------------
number of accumulation units in the
variable investment options
TIMES
value of one accumulation unit for the
applicable variable investment option at
that time
-------------------------------------------

YOUR VALUE IN THE GUARANTEE PERIODS

On any date, the total value of your contract in a guarantee period equals:

. the amount of premium payments or transferred amounts allocated to
the guarantee period, MINUS

. the amount of any withdrawals or transfers paid out of the guarantee
period, MINUS

. the amount of any negative market value adjustments resulting from
such withdrawals or transfers, PLUS

. the amount of any positive market value adjustments resulting from
such withdrawals and transfers, MINUS

. the amount of any charges and fees deducted from that guarantee
period, PLUS

33
<PAGE>

. interest compounded daily on any amounts in the guarantee period from
time to time at the effective annual rate of interest we have
declared for that guarantee period.

THE ANNUITY PERIOD

Annuity payments are made to the annuitant, if still living. If more that one
annuitant is living at the date of maturity, the payments are made to the
younger of them.

DATE OF MATURITY

Your contract specifies the date of maturity, when payments from one of our
annuity options are scheduled to begin. You initially choose a date of maturity
when you complete your application for a contract. Unless we otherwise permit,
the date of maturity must be

. at least 6 months after the date the first premium payment is applied
to your contract, and

. no later than the maximum age specified in your contract (normally
age 95).

Subject always to these requirements, you may subsequently change the date of
maturity. The John Hancock Annuity Servicing Office must receive your new
selection at least 31 days prior to the new date of maturity, however. Also, if
you are selecting or changing your date of maturity for a contract issued under
a tax qualified plan, special limits apply. (See "Contracts purchased for a
tax-qualified plan," beginning on page __.)

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

During the annuity period, the total value of your contract must be allocated
to no more than four investment options. During the annuity period, we do not
offer the guarantee periods. Instead, we offer annuity payments on a fixed
basis as one investment option, and annuity payments on a variable basis for
EACH variable investment option.

We will generally apply (1) amounts allocated to the guarantee periods as of
the date of maturity to provide annuity payments on a fixed basis and (2)
amounts allocated to variable investment options to provide annuity payments on
a variable basis. If you are using more than four investment options on the
date of maturity, we will divide your contract's value among the four investment
options with the largest values (considering all guarantee periods as a single
option), pro-rata based on the amount of the total value of your contract that
you have in each.

We will make a market value adjustment to any remaining guarantee period
amounts on the date of maturity, before we apply such amounts to an annuity
payment option. We will also deduct any premium tax charge

Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

Each contract provides, at the time of its issuance, for annuity payments to
commence on the date of maturity pursuant to Option A: "life annuity with 10
years guaranteed" (discussed under "Annuity options" on page 32 below).

Prior to the date of maturity, you may select a different annuity option.
However, if the total value of your contract on the date of maturity is not at
least $5,000, Option A: "life annuity with 10 years guaranteed" will apply,
regardless of any other election that you have made. You may not change the form
of annuity option once payments commence.

If the initial monthly payment under an annuity option would be less than $50,
we may make a single

34
<PAGE>

sum payment equal to the total surrender value of your contract on the date the
initial payment would be payable. Such single payment would replace all other
benefits.

Subject to that $50 minimum limitation, your beneficiary may elect an annuity
option if

. you have not made an election prior to the annuitant's death;

. the beneficiary is entitled to payment of a death benefit of at least
$5,000 in a single sum; and

. the beneficiary notifies us of the election prior to the date the
proceeds become payable.

VARIABLE MONTHLY ANNUITY PAYMENTS

We determine the amount of the first variable monthly payment under any
variable investment option by using the applicable annuity purchase rate for the
annuity option under which the payment will be made. The contract sets forth
these annuity purchase rates. In most cases they vary by the age and gender of
the annuitant or other payee.

The amount of each subsequent variable annuity payment under that variable
investment option depends upon the investment performance of that variable
investment option. Here's how it works:

. we calculate the actual net investment return of the variable
investment option (after deducting all charges) during the period
between the dates for determining the current and immediately
previous monthly payments.

. if that actual net investment return exceeds the "assumed investment
rate" (explained below), the current monthly payment will be larger
than the previous one.

. if the actual net investment return is less than the assumed
investment rate, the current monthly payment will be smaller than the
previous one.

ASSUMED INVESTMENT RATE
-----------------------

The assumed investment rate for any variable portion of your annuity payments
will be 3 1/2 % per year, except as follows.

You may elect an assumed investment rate of 5% or 6%, provided such a rate is
available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

FIXED MONTHLY ANNUITY PAYMENTS

The dollar amount of each fixed monthly annuity payment is specified during
the entire period of annuity payments, according to the provisions of the
annuity option selected. To determine such dollar amount we first, in
accordance with the procedures described above, calculate the amount to be
applied to the fixed annuity option as of the date of maturity. We then divide
the difference by $1,000 and multiply the result by the greater of

. the applicable fixed annuity purchase rate shown in the appropriate
table in the contract; or

. the rate we currently offer at the time of annuitization. (This
current rate may be based on the sex of the annuitant, unless
prohibited by law.)

35
<PAGE>

ANNUITY OPTIONS

Here are some of the annuity options that are available, subject to the terms
and conditions described above. We reserve the right to make available optional
methods of payment in addition to those annuity options listed here and in your
contract.

OPTION A: LIFE ANNUITY WITH PAYMENTS FOR A GUARANTEED PERIOD - We will make
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your beneficiary, and after such period for as long as the payee lives.
If the payee dies prior to the end of such guaranteed period, we will continue
payments for the remainder of the guarantee period to a contingent payee,
subject to the terms of any supplemental agreement issued.

Federal income tax requirements currently applicable to contracts used with
H.R. 10 plans and individual retirement annuities provide that the period of
years guaranteed under Option A cannot be any greater than the joint life
expectancies of the payee and his or her designated beneficiary.

OPTION B: LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

OPTION C: JOINT AND LAST SURVIVOR - We will provide payments monthly,
quarterly, semiannually, or annually, for the payee's life and the life of the
payee's spouse/joint payee. Upon the death of one payee, we will continue
payments to the surviving payee. All payments stop at the death of the
surviving payee.

OPTION D: JOINT AND 1/2 SURVIVOR; OR JOINT AND 2/3 SURVIVOR - We will provide
payments monthly, quarterly, semiannually, and annually for the payee's life and
the life of the payee's spouse/joint payee. Upon the death of one payee, we
will continue payments (reduced to 1/2 or 2/3 the full payment amount) to the
surviving payee. All payments stop at the death of the surviving payee.

OPTION E: LIFE INCOME WITH CASH REFUND - We will provide payments monthly,
quarterly, semiannually, or annually for the payee's life. Upon the payee's
death, we will provide a contingent payee with a lump-sum payment, if the total
payments to the payee were less than the accumulated value at the time of
annuitization. The lump-sum payment, if any, will be for the balance.

OPTION F: INCOME FOR A FIXED PERIOD - We will provide payments monthly,
quarterly, semiannually, or annually for a pre-determined period of time to a
maximum of 30 years. If the payee dies before the end of the fixed period,
payments will continue to a contingent payee until the end of the period.

OPTION G: INCOME OF A SPECIFIC AMOUNT - We will provide payments for a
specific amount. Payments will stop only when the amount applied and earnings
have been completely paid out. If the payee dies before receiving all the
payments, we will continue payments to a contingent payee until the end of the
contract.

With Options A, B, C, and D, we offer both fixed and/or variable annuity
payments. With Options E, F, and G, we offer only fixed annuity payments.
Payments under Options F and G must continue for 10 years, unless your contract
has been in force for 5 years or more.

If the payee is more than 85 years old on the date of maturity, the following
two options are not available without our consent:

. Option A: "life annuity with 5 years guaranteed" and

. Option B: "life annuity without further payment on the death of payee."

36
<PAGE>

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

We compute the net investment return and accumulation unit values for each
variable investment option as of the end of each business day. A business day is
any date on which the New York Stock Exchange is open for regular trading. Each
business day ends at the close of regular trading for the day on that exchange.
Usually this is 4:00 p.m., Eastern time. On any date other than a business day,
the accumulation unit value or annuity unit value will be the same as the value
at the close of the next following business day.

DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

If you did not purchase your contract under a tax qualified plan (as that term
is used below), the Code requires that the following distribution provisions
apply if you die. We summarize these provisions in the box below. (If your
contract has joint owners, these provisions apply upon the death of the first to
die.)

In most cases, these provisions do not cause a problem if you are also the
annuitant under your policy. If you have designated someone other than yourself
as the annuitant, however, your heirs will have less discretion than you would
have had in determining when and how the contract's value would be paid out.

- --------------------------------------------------------------------------------
IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:

. if the contract's designated beneficiary is your surviving spouse,
your spouse may continue the contract in force as the owner.

. if the beneficiary is not your surviving spouse OR if the beneficiary
is your surviving spouse but chooses not to continue the contract, the
entire interest (as discussed below) in the contract on the date of
your death must be:

(1) paid out in full within five years of your death or

(2) applied in full towards the purchase of a life annuity on the
beneficiary with payments commencing within one year of your death

If you are the annuitant, as well as the owner, the entire interest in the
contract on the date of your death equals the death benefit that then becomes
payable. If you are the owner but not the annuitant, the entire interest equals

. the surrender value if paid out in full within five years of your
death, or

. the total value of your contract applied in full towards the purchase
of a life annuity on the beneficiary with payments commencing within
one year of your death.

IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN

. any remaining amount that we owe must be paid out at least as rapidly
as under the method of making annuity payments that is then in use.

- --------------------------------------------------------------------------------

The Code imposes very similar distribution requirements on contracts used to
fund tax qualified plans. We provide the required provisions for tax

37
<PAGE>

qualified plans in separate disclosures and endorsements.

Notice of the death of an owner or annuitant should be furnished promptly to
the John Hancock Annuity Servicing Office.

MISCELLANEOUS PROVISIONS

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

To qualify for favorable tax treatment, certain contracts can't be sold;
assigned; discounted; or pledged as collateral for a loan, as security for the
performance of an obligation, or for any other purpose, unless the owner is a
trustee under section 401(a) of the Internal Revenue Code.

Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. The contract designates the person you choose as beneficiary.
You may change the beneficiary by written notice no later than receipt of due
proof of the death of the annuitant. Changes of owner or beneficiary will take
effect when we receive them, whether or not you or the annuitant is then alive.
However, these changes are subject to:

. the rights of any assignees of record and

. certain other conditions.

An assignment, pledge, or other transfer may be a taxable event. See "Tax
information" below. Therefore, you should consult a competent tax adviser
before taking any such action.

TAX INFORMATION

OUR INCOME TAXES

We are taxed as a life insurance company under the Internal Revenue Code (the
"Code"). Each Account is taxed as part of our operations and is not taxed
separately.

The contracts permit us to deduct a charge for any taxes we incur that are
attributable to the operation or existence of the contracts or the Account.
Currently, we do not anticipate making a charge for such taxes. If the level of
the current taxes increases, however, or is expected to increase in the future,
we reserve the right to make a charge in the future.

CONTRACTS NOT PURCHASED TO FUND A TAX QUALIFIED PLAN

UNDISTRIBUTED GAINS
-------------------

We believe the contracts will be considered annuity contracts under Section 72
of the Code. This means that, ordinarily, you pay no federal income tax on any
gains in your contract until we actually distribute assets to you.

However, a contract owned other than by a natural person does not generally
qualify as an annuity for tax purposes. Any increase in value therefore would
constitute ordinary taxable income to such an owner in the year earned.

ANNUITY PAYMENTS
----------------

When we make payments under a contract in the form of an annuity, each payment
will result in taxable ordinary income to the payee, to the extent that each
such payment exceeds an allocable portion of your "investment in the contract"
(as defined in the Code). In general, your "investment in the contract" equals
the aggregate amount of premium payments you have made over the life of the
contract, reduced by any amounts previously distributed from the contract that
were not subject to tax.

The Code prescribes the allocable portion of each such annuity payment to be
excluded from income according to one formula if the payments are variable and a
somewhat different formula if the payments are fixed. In each case, speaking
generally, the formula seeks to allocate an

38
<PAGE>

appropriate amount of the investment in the contract to each payment. After the
entire "investment in the contract" has been distributed, any remaining payment
is fully taxable.

SURRENDERS AND WITHDRAWALS BEFORE DATE OF MATURITY
--------------------------------------------------

When we make a single sum payment from a contract, you have ordinary taxable
income, to the extent the payment exceeds your "investment in the contract"
(discussed above). Such a single sum payment can occur, for example, if you
surrender your contract or if no annuity payment option is selected for a death
benefit payment.

When you take a partial withdrawal from a contract, including a payment under
a systematic withdrawal plan, all or part of the payment may constitute taxable
ordinary income to you. The taxable portion generally equals the amount, if
any, by which the payment exceeds your then investment in the contract. If you
assign or pledge any part of your contract's value, the value so pledged or
assigned is taxed the same way as if it were a partial withdrawal.

For purposes of determining the amount of taxable income resulting from a
single sum payment or a partial withdrawal, all annuity contracts issued by
JHVLICO or its affiliates to the owner within the same calendar year will be
treated as if they were a single contract.

PENALTY FOR PREMATURE WITHDRAWALS
-------------------------------------

The taxable portion of any withdrawal or single sum payment may also trigger
an additional 10% penalty tax. The penalty tax does not apply to payments made
to you after age 59 1/2, or on account of your death or disability. Nor will it
apply to withdrawals in substantially equal periodic payments over the life of
the payee (or over the joint lives of the payee and the payee's beneficiary).

ACCUMULATED VALUE ENHANCEMENT RIDER
-----------------------------------

If you have elected the accumulated value enhancement rider, the Internal
Revenue Service might take the position that the annual charge associated with
this rider is deemed withdrawal from the contract which would be subject to
income tax and, if you have not yet attained age 59 1/2, the special 10% penalty
tax for withdrawals from contracts before the age of 59 1/2. You should consult
a competent tax adviser before electing this rider.

DIVERSIFICATION REQUIREMENTS

Each of the Funds of the Trusts intends to qualify as a regulated investment
company under Subchapter M of the Code and meet the investment diversification
tests of Section 817(h) of the Code and the underlying regulations. Failure to
do so could result in current taxation to you on gains in your contract for the
year in which such failure occurred and thereafter.

The Treasury Department or the Internal Revenue Service may, at some future
time, issue a ruling or regulation presenting situations in which it will deem
contract owners to exercise "investor control" over the Fund shares that are
attributable to their contracts. The Treasury Department has said informally
that this could limit the number or frequency of transfers among variable
investment options. This could cause you to be taxed as if you were the direct
owner of your allocable portion of Fund shares. We reserve the right to amend
the contracts or the choice of investment options to avoid, if possible, current
taxation to the owners.

CONTRACTS PURCHASED FOR A TAX QUALIFIED PLAN

We have no responsibility for determining whether a particular retirement plan
satisfies the applicable requirements of the Code or whether a particular
employee is eligible for inclusion under a plan.

<PAGE>

WITHHOLDING ON ROLLOVER DISTRIBUTIONS
-------------------------------------

The tax law requires us to withhold 20% from certain distributions from tax
qualified plans. We do not have to make the withholding, however, if you
rollover your entire distribution to another plan and you request us to pay it
indirectly to the successor plan. Otherwise, the 20% mandatory withholding will
reduce the amount you can rollover to the new plan, unless you add funds to the
rollover from other sources. Consult a qualified tax adviser before making such
a distribution.

CONTRACTS PURCHASED AS INDIVIDUAL RETIREMENT ANNUITIES (IRAS)
-------------------------------------------------------------

An individual retirement annuity (as defined in Section 408 of the Code)
generally permits an eligible purchaser to take a federal income tax deduction
of up to $2,000 per year for contributions to the IRA. (You can never, however,
deduct more than 100% of your compensation includable in your gross income for
the year.) You may also purchase an IRA contract for the benefit of your spouse
(regardless of whether your spouse has a paying job). You can generally deduct
up to $2,000 for each of you and your spouse (or, if less, your combined
compensation).

If you or your spouse is an active participant in an employer-sponsored
retirement plan, you may make deductible premium payment only if your adjusted
gross incomes do not exceed certain amounts. You can still contribute the full
$2,000 for each of you and your spouse, however, even though they are not
deductible. Nor can you take a deduction for premium payments made in or after
the taxable year in which you attain age 70 1/2 or for a "rollover contribution"
as defined in the Code.

If you have made any non-deductible contributions to an IRA contract, all or
part of any withdrawal or surrender proceeds, single sum death benefit or any
annuity payment, may be excluded from your taxable income when you receive the
proceeds. In general, all other amounts paid out from an IRA contract (in the
form of an annuity, a single sum, or partial withdrawal), are taxable to the
payee as ordinary income. As in the case of a contract not purchased under a
tax-qualified plan, you may incur additional adverse tax consequences, if you
make a surrender or withdrawal before you reach age 59 1/2 (unless certain
exceptions apply similar to those described above for such non-qualified
contracts).

The tax law requires that annuity payments under an IRA contract begin no
later than April 1 of the year following the year in which the owner attains age
70 1/2.

CONTRACTS PURCHASED UNDER CERTAIN NON-DEDUCTIBLE IRAS (ROTH IRAS)
-----------------------------------------------------------------

In general, you may make purchase payments of up to $2,000 each year for a new
type of non-deductible IRA contract, known as a ROTH IRA. Any contributions made
during the year for any other IRA you have will reduce the amount you otherwise
could contribution to a ROTH IRA. Also, the $2000 maximum for a ROTH IRA phases
out for single taxpayers with adjusted gross incomes between $95,000 and
$110,000, for married taxpayers filing jointly with adjusted gross incomes
between $150,000 and $160,000, and for a married taxpayer filing separately with
adjusted gross income between $0 and $15,000.

If you hold your ROTH IRA for at least five years the payee will not owe any
federal income taxes or early withdrawal penalties on amounts paid out from the
contract if:

. after you reach age 59 1/2,

. on your death or disability, or

. to one of the following qualified first-time home purchasers, subject
to a $10,000 lifetime maximum: you or your spouse, child,
grandchild, or ancestor.

40
<PAGE>

The Code treats payments you receive from a ROTH IRA that do not qualify for
the above tax free treatment as a return of the contributions you made first.
However, any amount of such non-qualifying payments or distributions that
exceed the amount of your contributions is taxable to you as ordinary income and
possibly subject to the 10% penalty tax.

You may make a tax-free rollover contribution from a non-ROTH IRA, unless

. you have adjusted gross income over $100,000, or

. you are a married taxpayer filing a separate return.

The $2,000 ROTH IRA contribution limit does not apply to tax-free rollover
contributions.

You must, however, pay tax on any portion of the non-ROTH IRA being rolled
over that represents income on a previously deductible IRA contribution. No
similar limitations apply to rollovers from one ROTH IRA to another ROTH IRA.

CONTRACTS PURCHASED UNDER SECTION 403(B) PLANS (TSA)
----------------------------------------------------

Under these tax-sheltered annuity ("TSA") arrangements, public school systems
and certain tax-exempt organizations can make premium payments into a contracts
owned by their employees that are not taxable currently to the employee.

The amount of such non-taxable contributions each year

. is limited by a maximum (called the "exclusion allowance") that is
computed in accordance with a formula prescribed under the Code;

. may not, together with all other deferrals the employee elects under
other tax-qualified plans, exceed $10,000; and

. is subject to certain other limits (described in Section 415 of the
Code).

When we make annuity payments from the contract, such payments are taxed to
the employee or other payee under the same rules that apply to such payments
under corporate plans (discussed below), except that five-year averaging and
capital gain phase-out are not available.

When we make payments from a TSA contract on surrender of the contract,
partial withdrawal, death of the annuitant, or commencement of an annuity
option, the payee ordinarily must treat the entire payment as ordinary taxable
income.

Moreover, the Code prohibits distributions from a TSA contract before the
employee reaches age 59 1/2, except

. on the employee's separation from service, death, or disability,

. with respect to distributions of assets held under a TSA contract as
of December 31, 1988,

. transfers and exchanges to other products that qualify under Section
403(b).

CONTRACTS PURCHASED FOR "CORPORATE" PLANS
-----------------------------------------

In general, an employer may deduct from its taxable income premium payments it
makes under

. a qualified pension or profit-sharing plan described in Section
401(a) of the Code or

41
<PAGE>

. a qualified annuity plan described in Section 403(a) of the Code.

Nor do the employees participating in the plan have to pay tax on such
contributions when made.

Annuity payments (or other payments, such as upon withdrawal, death or
surrender) generally constitute taxable income to the payee; and the payee must
pay income tax on the amount by which a payment exceeds its allocable share of
the employee's "investment in the contract" (as defined in the Code), if any.
In general, an employee's "investment in the contract" equals the aggregate
amount of premium payments made by the employee.

The non-taxable portion of each annuity payment is determined, under the Code,
according to one formula if the payments are variable and a somewhat different
formula if the payments are fixed. In each case, speaking generally, the formula
seeks to allocate an appropriate amount of the investment in the contract to
each payment.

Certain special five-year income tax averaging provisions are available for
total distributions made in 1999, but not after that. Other favorable procedures
may also be available to taxpayers who had attained age 50 prior to January 1,
1986.

IRS required minimum distributions to the employee must begin no later than
April 1 of the year following the year in which the employee reaches age 70 1/2
or, if later, retires.

CONTRACTS PURCHASED FOR H.R. 10 (SELF-EMPLOYED) PLANS
-----------------------------------------------------

Self-employed persons, including partnerships, purchase contracts for tax
qualified pension and profit-sharing plans that they establish for themselves
and for their employees. The Code limits the maximum amount of premium payments
that the self-employed person may deduct for federal income tax purposes each
year. With respect to variable annuity contracts issued on the life of
self-employed persons under such plans, the maximum generally is the lesser of

. $30,000, or

. 25% of "earned income" (as defined in the Code).

Self-employed persons must also make premium payments for their employees (who
have met certain eligibility requirements) at least at the same rate as they do
for themselves.

Tax qualified plans may permit self-employed persons and their employees to
make additional premium payments themselves (which are not deductible) of up to
10% of earned income or compensation.

When we make annuity payments under an H.R. 10 contract, the payee must pay
federal income taxes under the same rules that apply to such payments under
corporate plans (discussed above).

The tax treatment of annuity payments is also the same as under corporate
plans (discussed above); as, in most respects, is the tax treatment of single
sum payments.

The same rules discussed above that determine for corporate plans (a) when
annuity payments must commence and (b) the 10% penalty tax on certain early
distributions also apply to H.R. 10 plans.

CONTRACTS PURCHASED FOR "TOP-HEAVY" PLANS
-----------------------------------------

Certain corporate and H.R. 10 plans may fall within Section 416 of the Code's
definition of "top-heavy plans." This can happen if the plan holds a significant
amount of its assets for the benefit of "key employees" (as defined in the
Code). You should consider whether your plan meets the definition. If so, you
should take care to consider the special

42
<PAGE>

limitations applicable to top-heavy plans and the potentially adverse tax
consequences to key employees.

TAX-FREE ROLLOVERS
------------------

The discussion above covers certain fully or partially tax-free "rollovers"
from a regular IRA to a ROTH IRA. You may also make a tax-free rollover from

. a regular IRA to another regular IRA,

. any tax-qualified plan to a regular IRA,

. any tax-qualified plan to another tax-qualified plan of the same type
(i.e. TSA to TSA, corporate plan to corporate plan, etc.)

We do not have to withhold tax if you roll over your entire distribution and
you request us to pay it directly to the successor plan. Otherwise, 20%
mandatory withholding will apply and reduce the amount you can roll over to the
new plan, unless you add funds to the rollover from other sources. Consult a
qualified tax adviser before taking such a distribution.

SEE YOUR OWN TAX ADVISER
------------------------

The above description of Federal income tax consequences to owners of and
payees under contracts, and of the different kinds of tax qualified plans which
may be funded by the contracts, is only a brief summary and is not intended as
tax advice. The rules under the Code governing tax qualified plans are extremely
complex and often difficult to understand. Changes to the tax laws may be
enforced retroactively. Anything less than full compliance with the applicable
rules, all of which are subject to change from time to time, can have adverse
tax consequences. The taxation of an Annuitant or other payee has become so
complex and confusing that great care must be taken to avoid pitfalls.
For further information you should consult a qualified tax adviser.

FURTHER INFORMATION ABOUT JHVLICO

DESCRIPTION OF JHVLICO

We are JHVLICO, a stock life insurance company, organized in 1979 under the
laws of the Commonwealth of Massachusetts. JHVLICO commenced operations in 1980.
Currently, JHVLICO writes variable and universal life insurance policies in all
states except New York. JHVLICO is wholly-owned by John Hancock Mutual Life
Insurance Company ("John Hancock"), a mutual life insurance company organized
under the laws of Massachusetts in 1862. At December 31, 1998, JHVLICO had
$62.6 billion of life insurance in force.

JHVLICO markets its policies through

(1) John Hancock's sales organization, which includes a proprietary sales
force employed at John Hancock's own agencies and a network of
independent general agencies, and

(2) various unaffiliated broker-dealers and certain financial institutions
with which John Hancock and JHVLICO have sales agreements.

In 1993, JHVLICO acquired Colonial Penn Annuity and Life Insurance Company and
rename it John Hancock Life Insurance Company of America. On March 5, 1998, John
Hancock Life Insurance Company of America changed its name to Investors Partner
Life Insurance Company ("IPL"). At December 31, 1998, IPL's principal business
consisted of a run-off of a block of single premium whole life insurance. More
information about IPL is

43
<PAGE>

contained in Note 2 to JHVLICO's Financial Statements, beginning on page 66.

SELECTED FINANCIAL DATA

You should read the following financial data for JHVLICO along with

(1) "Management's Discussion and Analysis of Financial Condition and
Results of Operations, immediately following this section, and

(2) JHVLICO's financial statements and the notes to the financial
statements, beginning on page 58.

Past results do not necessarily indicate future results. The selected
financial data and financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners ("NAIC") ("statutory accounting
practices."). See Note 1 to JHVLICO's financial statements, beginning on page
62, for additional information about the accounting practices.

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
YEAR ENDED AT DECEMBER 31
-------------------------------------------------------------------------------
1998 1997 1996 1995 1994
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA

INCOME STATEMENT DATA
Premiums $ 1,272.3 $ 872.7 $ 820.6 $ 570.9 $ 430.5
Net investment income 122.8 89.7 76.1 62.1 57.6
Other income, net 618.1 449.1 427.7 98.7 105.9
--------------- -------------- -------------- -------------- --------------
TOTAL REVENUES 2,013.2 1,411.5 1,324.4 731.7 594.0
Total benefits and expenses 1,963.9 1,342.5 1,249.0 672.2 566.4
Income tax expense 33.1 38.5 38.6 28.4 15.0
Net realized capital gains (losses) (0.6) (3.0) (1.5) 0.5 0.4
--------------- -------------- -------------- -------------- --------------
Net gain $ 15.6 $ 27.5 $ 35.3 $ 31.6 $ 13.0

BALANCE SHEET DATA
Total assets $ 8,599.0 $ 6,521.5 $ 4,567.8 $ 3,446.3 $ 2,626.9
Total obligations 8,268.2 6,199.8 4,284.7 3,197.6 2,409.0
--------------- -------------- -------------- -------------- --------------
Total stockholder's equity $ 330.8 $ 321.7 $ 283.1 $ 248.7 $ 217.9

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

FINANCIAL CONDITION

During the past fiscal year, JHVLICO's total assets grew primarily due to the
growth in the total assets of the JHVLICO's separate accounts. Likewise, its
total obligations grew. Total shareholder equity also grew during this period.
The following chart shows the percentage of growth in total assets, total
obligations and total shareholder equity for the last fiscal year:

44
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1998 1997
---- ----
(IN MILLIONS) % CHANGE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total assets - JHVLICO $ 8,599.0 $ 6,521.5 31.9%
- -------------------------------------------------------------------------------------------------------
Total assets - JHVLICO separate accounts $ 6,595.2 $ 4,691.1 40.6%
- -------------------------------------------------------------------------------------------------------
Total obligations - JHVLICO $ 8,268.2 $ 6,199.8 33.4%
- -------------------------------------------------------------------------------------------------------
Total obligations - JHVLICO separate accounts $ 6,589.4 $ 4,685.7 40.6%
- -------------------------------------------------------------------------------------------------------
Total shareholder equity $ 330.8 $ 321.7 2.8%
- -------------------------------------------------------------------------------------------------------
</TABLE>

Separate account assets and liabilities consist primarily of the fund balances
associated with JHVLICO's variable life and annuity business. The asset holdings
include fixed income, equity, growth, total return, real estate, global, and
international mutual funds with liabilities representing amounts due to
policyholders.

During the 1997 fiscal year, a similar pattern of growth occurred. It is shown
on the following chart:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1997 1996
---- ----
(IN MILLIONS) % CHANGE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total assets - JHVLICO $ 6,521.5 $ 4,567.8 42.8%
- --------------------------------------------------------------------------------------------------
Total assets - JHVLICO separate accounts $ 4,691.1 $ 3,290.5 42.6%
- --------------------------------------------------------------------------------------------------
Total obligations - JHVLICO $ 6,199.8 $ 4,284.7 44.7%
- ----------------------------------------------------------------------------------------------------
Total obligations - JHVLICO separate accounts $ 4,685.7 $ 3,285.8 42.6%
- ----------------------------------------------------------------------------------------------------
Total shareholder equity $ 321.7 $ 283.1 13.6%
- ----------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENTS

JHVLICO's bond portfolio remains highly diversified. It maintains the
diversity of its bond portfolio by

(1) investing in a wide variety of geographic regions and industry groups,
and

(2) limiting the size of individual investment relative to the total
portfolio.

JHVLICO invests new money predominantly in long-term investment grade
corporate bonds. As a result, 86.1% of JHVLICO's general account bonds were
investment grade bonds, and 10.8% were medium grade bonds as of December 31,
1998. The corresponding percentages as of December 31, 1997, were 90.2% and
7.5%, respectively. For medium grade bonds, JHVLICO invests mostly in private
placements that provide long-term financing for medium size companies. These
bonds typically are protected by individually negotiated financial covenants
and/or collateral. As of December 31, 1998, the remaining 3.1% of JHVLICO's
total general account bonds consisted of lower grade bonds and bonds in default.
Bonds in default represent 0.6% of JHVLICO's general account bonds.

Management believes JHVLICO's commercial mortgage lending practices continues
to be strong. JHVLICO generally makes mortgage loans against properties with
proven track records and high occupancy levels. Typically, JHVLICO does not make
construction or condominium loans nor lend more than 75% of the property's value
at the time of the loan. JHVLICO uses a computer based mortgage

45
<PAGE>

risk analysis system in managing the credit risk related to its mortgage loans.

JHVLICO has outstanding commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The corresponding amounts at December 31, 1997 were $168.6
million and $28.3 million, respectively. JHVLICO monitors the creditworthiness
of borrowers under long-term bond commitments and requires collateral as deemed
necessary. If funded, loans related to real estate mortgages would be fully
collateralized by the related properties. Most of the commitments at December
31, 1998 expire in 1999.

RESERVES AND OBLIGATIONS

JHVLICO's obligations consist primarily of aggregate reserves for life
policies and annuity contracts. As of December 31, 1998, JHVLICO's general
account reserves totaled $1,652.0 million and its separate account obligations
totaled $6,589.4 million. As of December 31, 1997, the corresponding amounts
were $1,124.3 million and $4,685.7 million, respectively. JHVLICO computes these
liabilities in accordance with commonly accepted actuarial standards. Its
actuarial assumptions are in accordance with, or more conservative than, those
called for in state regulations. All reserves meet the requirements of
Massachusetts insurance laws.

Every year, JHVLICO performs reserve adequacy testing, usually during the
fourth quarter. Intensive asset adequacy testing was performed in 1998 for the
vast majority of reserves. During 1997, JHVLICO refined certain assumptions
inherent in the calculation of reserves related to AIDS claims under individual
life policies resulting in a $6.4 million increase in stockholder's equity at
December 31, 1997. During 1998, JHVLICO made no refinements to reserves.

JHVLICO's investment reserves include the asset valuation reserve ("AVR") and
interest maintenance reserve ("IMR") required by the NAIC and state insurance
regulatory authorities. The AVR stabilizes statutory surplus from non-interest
related fluctuations in the market value of bonds, stocks, mortgage loans, real
estate and other invested assets. The AVR generally captures realized and
unrealized capital gains or losses on such assets, other than those resulting
from interest rate changes.

Each year, the amount of an insurer's AVR will fluctuate as the non-interest
related capital gains and/ or losses are absorbed by the reserve. To adjust for
such changes over time, an annual contribution must be made to the AVR equal to
20% of the difference between the AVR reserve objective (as determined annually
according to the type and quality of an insurer's assets) and the actual AVR.

JHVLICO includes the AVR in its obligations. Its AVR was $21.9 million at
December 31, 1998, and $18.6 million as of December 31, 1997. During 1998,
JHVLICO made a voluntary contribution of 0.7% million to the AVR. Such
contributions may result in a slower rate of growth of, or a reduction to,
shareholder equity. Changes in the AVR are accounted for as direct increases or
decreases in shareholder equity. The impact of the AVR on JHVLICO's shareholder
equity position will depend, in part, on JHVLICO's investment portfolio.

The IMR captures realized capital gains and losses (net of taxes) on fixed
income investments (primarily bonds and mortgage loans) resulting from changes
in interest rate levels. JHVLICO does not reflect these amounts in its
shareholder equity account in its capital account but amortizes them into net
investment income over the estimated remaining lives of the investments
disposed. At December 31, 1998 and December 31, 1997, JHVLICO's IMR balance was
$10.7 million and $7.8 million, respectively. The impact of the IMR on JHVLICO's
shareholder equity depends upon the amount of

46
<PAGE>

future interest related capital gains and losses on fixed income investments.

RESULTS OF OPERATIONS

1998 COMPARED TO 1997
---------------------

Net gains from operations, before net realized capital gains/losses, totaled
$16.2 million in 1998, $14.3 million lower than in 1997. A net loss of $9.8
million in 1998 to the individual annuity line of business contributed
significantly to this decrease in operating gain. First year commissions and
taxes on sales of $340.0 million of corporate-owned life insurance further
diminished the gain.

During 1998, total revenues increased by 42.6% (or $601.7 million) to $2,013.2
million. Premium, net of premium ceded to reinsurers, increased by 45.8% (or
$399.6 million) to $1,272.3 million. Net investment income increased by 36.9%
(or $33.1 million) to $122.8 million. This increase is primarily due to a 47.8%
(or $31.0 million) increase in gross income on long-term bonds, and a 27.8% (or
$5.4 million) increase in gross income on commercial mortgages. The increases
can both be attributed to an increased asset base. Other income increased by
$169.0 million as a result of reserve adjustments on reinsurance ceded.

During 1998, total benefits and expenses increased by 46.3% (or $621.4
million) to $1,963.9 million. Benefit payments and additions to reserves
increased by 52.4% (or $571.4 million) to $1,661.6 million. This increase is
largely the result of an increase in reserves of $297.4 million associated with
the sale of corporate owned life insurance. Insurance expenses increased by
17.6% (or $41.0 million) to $274.2 million. This consists of a $27.3 million
increase in commission expenses resulting from the sale of new and renewal
business, and a $13.7 million increase in the expenses of providing services to
policyholders.

1997 COMPARED TO 1996
---------------------

Net gain from operations totaled $30.5 million during 1997, $6.3 million lower
than in 1996. The decrease in operating gain resulted largely from the
implementation of a reinsurance agreement that ceded variable annuity business
to John Hancock during 1996. The implementation of the agreement created a
one-time gain in 1996, which did not recur in 1997.

During 1997, total revenues increased by 6.6% (or $87.1 million) to $1,411.5
million. Premiums, net of premium ceded to reinsurers, increased by 6.3% (or
$52.1 million) to $872.7 million. Net investment income increased by 17.9% (or
$13.6 million) to $89.7 million during 1997. This increase resulted largely from
a 10.1% (or $5.9 million) increase in gross income on long-term bonds and a
49.7% (or $5.4 million) increase in gross income on commercial mortgages. Both
increases can be attributed to an increased asset base. Other income increased
by $21.4 million as a result of reserve adjustments on reinsurance ceded and
income from fees associated with separate accounts.

During 1997, total benefits and expenses increased by 7.5% (or $93.5 million)
to $1,342.5 million. Benefit payments and additions to reserves increased by
6.2% (or $64.0 million) to $1,090.2 million. Insurance expense increased by
13.5% (or $27.7 million) to $233.2 million. The insurance expense increase
consists of an $18.3 million increase in commission expense resulting from the
sale of new and renewal business, and a $9.4 million increase in the expense of
providing service to policyholders.

LIQUIDITY AND CAPITAL RESOURCES

JHVLICO's liquidity resources for the past two fiscal years were as follows

47
<PAGE>

YEAR ENDED DECEMBER 31,
--------------------------
1998 1997
---- ----
TYPE OF INVESTMENTS (IN MILLIONS)
- -----------------------------------------------------------------------------
Cash and short-term investments $ 19.9 $143.2
- -----------------------------------------------------------------------------
Public bonds $461.9 $561.2
- -----------------------------------------------------------------------------
Investment-grade private placement bonds $619.9 $461.7
- -----------------------------------------------------------------------------

In addition, JHVLICO's separate accounts are highly liquid and available to
meet most outflow needs for variable life insurance.

JHVLICO's management believes the liquidity resources of $1,101.7 million as
of December 31, 1998, strongly position JHVLICO to meet all its obligations to
policyholders and others. Funds provided by normal operations generally satisfy
JHVLICO's financing needs. As of December 31, 1998, JHVLICO has a $61.9 million
note payable to an affiliate. The interest is paid on a variable rate, and the
principal is expected to be repaid by the end of the first quarter of 1999. As
of December 31, 1997, JHVLICO had no outstanding borrowings.

Total surplus, also know as stockholder's equity, plus the AVR, amounted to
$352.7 million as of December 31, 1998, and $340.3 million as of December 31,
1997. The current statutory accounting treatment of taxes for deferred
acquisition costs ("DAC taxes") currently results in a reduction to JHVLICO's
surplus. This reduction will persist during periods of growth in new business.
DAC taxes result from federal income tax law that approximates acquisition
expenses, and then spreads the corresponding tax deduction over a period of
years. As a result, the DAC tax is collected immediately and subsequently
returned through tax deductions in later years.

Since it began operations, JHVLICO has received a total of $381.8 million in
capital contributions from John Hancock, of which $377.5 million is credited to
paid-in capital and $2.5 million was credited to capital stock as of December
31, 1998 and 1997. In 1993, JHVLICO returned $1.8 million of capital to John
Hancock. To support JHVLICO's operations, for the indefinite future, John
Hancock will continue to make capital contributions, if necessary, to ensure
that JHVLICO maintains shareholder's equity of at least $1.0 million. JHVLICO's
stockholder's equity, net of unassigned deficit, amounted to $330.8 million at
December 31, 1998, and $321.7 million at December 31, 1997.

In December, 1992, the NAIC approved risk-based capital ("RBC") standards for
life insurance companies. It also approved a model act (the "RBC Model Act") to
apply such standards at the state level. The RBC Model Act requires life
insurers to submit an annual RBC report comparing the company's total adjusted
capital (statutory surplus plus AVR, voluntary investment reserves, and one-half
the apportioned dividend liability) with its risk-based capital as calculated by
an RBC formula. The formula takes into account the risk characteristics of the
company's investments and products. Insurance regulators use the formula as an
early warning tool to identify possible weakly capitalized companies for
purposes of initiating further regulatory action, not as a means to rank
insurers. As of December 31, 1998, JHVLICO's total adjusted capital as defined
by the NAIC was well in excess of the RBC standards.

REINSURANCE

To reduce its exposure to large losses under its insurance policies, JHVLICO
enters into reinsurance

48
<PAGE>

arrangements with its parent, John Hancock, and other non-affiliated insurance
companies. For more information about JHVLICO's reinsurance arrangements, see
Notes 5 and 7 of the Notes to Financial Statements.

SEPARATE ACCOUNT

State laws permit insurers to establish separate accounts in which hold assets
backing certain policies or contracts, including variable life insurance
policies and variable annuity contracts. The insurance company maintains the
investments in each separate account apart from other separate accounts and the
general account. The investment results of the separate account assets are
passed through directly to the account's policyholders or contradictors. The
insurance company derives certain fees from, but bears no investment risk on,
these assets. Other than amounts derived from or otherwise attributable to
JHVLICO's general account, assets of its separate accounts are not available to
fund the liabilities of its general account.

COMPETITION

The life insurance business is highly competitive. There are approximately
1,600 stock, mutual, and other types of insurers in the life and health
insurance business in the United States. According to the July, 1998, issue of
Best's Review Life/Health, JHVLICO ranks 109th in terms of individual direct
ordinary life insurance net premiums written during 1997. JHVLICO's parent, John
Hancock, ranks 9th.

Best's Company Report, dated March 15, 1998, affirms JHVLICO's financial
stability rating from A.M. Best Company, Inc. of A++u, its highest, based on the
strength of its parent company and the capital guarantee discussed above. On May
15, 1998, A.M. Best placed John Hancock under review following the announcement
of its plans to demutualize. Standard & Poor's Corporation and Duff & Phelps
Credit Rating Company have assigned insurance claims-paying ability ratings to
JHVLICO of AA+ and AAA, respectively, which place JHVLICO in the second highest
and highest categories, respectively, by these rating agencies. Moody's
Investors Service, Inc. has assigned JHVLICO a financial strength rating of Aa2,
which is its third highest rating.

EMPLOYEES AND FACILITIES

John Hancock provides JHVLICO with personnel, property, and facilities for the
performance of certain of JHVLICO's corporate functions. John Hancock annually
determines a fee for these services and facilities based on a number of criteria
which were revised in 1998 and 1997 to reflect continuing changes in JHVLICO's
operations. The amount of service fee charged to JHVLICO was $157.5 million and
$123.6 million in 1998 and 1997, respectively.

Approximately 1,100 of John Hancock's field office employees and agents are
members of a labor union. The agreement with union employees and agents was
ratified in June, 1996.

TRANSACTIONS WITH JOHN HANCOCK

As indicated, property, personnel and facilities are provided, at a service
fee, by John Hancock for purposes of JHVLICO's operations, and the two companies
have entered into certain reinsurance arrangements. In addition, John Hancock
has contributed all of JHVLICO's capital, of which $1.8 million of paid-in
capital was returned to John Hancock during 1993. It is expected that
arrangements and transactions such as the foregoing will continue in the future
to an indeterminate extent. See Note 5 of the Notes to Financial Statements.

John Hancock receives no additional compensation for its services as
underwriter and distributor of the Contracts issued by JHVLICO.

REGULATIONS

JHVLICO complies with extensive state regulation in the jurisdictions in which
it does business. This extensive state regulation along with

49
<PAGE>

proposals to adopt a federal regulatory framework may in the future adversely
affect JHVLICO's ability to sustain adequate returns. JHVLICO's business also
could be adversely affected by:

(1) changes in state law relating to asset and reserve valuation
requirements;

(2) limitations on investments and risk-based capital requirements; and,

(3) at the federal level, laws and regulations that may affect certain
aspects of the insurance industry.

States levy assessments against John Hancock companies as a result of
participation in various types of state guaranty associations, state insurance
pools for the uninsured or other arrangements.

Regulators have discretionary authority, to limit or prohibit an insurer from
issuing new business to policyholders if the regulators determine that

(1) such insurer is not maintaining minimum statutory surplus or capital
or

(2) further transaction of business would be hazardous to the
policyholders.

Based upon their current or anticipated levels if statutory surplus and the
volume of their new sales, JHVLICO and its affiliates do not believe regulations
will limit their issuance of new insurance business.

Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal laws and regulations may significantly
affect the insurance business by removing barriers preventing banks from
engaging in the insurance business, limiting medical testing for insurability,
changing the tax laws affecting the taxation of insurance companies and
insurance products, and prohibiting the use of gender in determining insurance
and pension rates and benefits. Such initiatives could impact the relative
desirability of various personal investment vehicles.

DIRECTORS

The directors and executive officers of JHVLICO are as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NAME AGE POSITION WITH JHVLICO OTHER BUSINESS WITHIN PAST 5 YEARS
- -----------------------------------------------------------------------------------------------------------------
David D'Alessandro, President and Chief Operating Officer,
Director 48 Chairman John Hancock
- -----------------------------------------------------------------------------------------------------------------
Michele G. Van Leer, Senior Vice President, Life Product
Director 42 Vice Chairman & President Management, John Hancock
- -----------------------------------------------------------------------------------------------------------------
Robert S. Paster, Second Vice President, Direct Distribution,
Director 47 Vice President John Hancock
- -----------------------------------------------------------------------------------------------------------------
Joseph A. Tomlinson, Vice President, Annuity and Special Products,
Director 52 Vice President John Hancock
- -----------------------------------------------------------------------------------------------------------------
Robert R. Reitano, Vice President, Investment Policy & Research,
Director 50 Vice President John Hancock
- -----------------------------------------------------------------------------------------------------------------
Barbara L. Luddy, Vice President, Financial Reporting & Analysis,
Director 47 Vice President & Actuary John Hancock
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

50
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME AGE POSITION WITH JHVLICO OTHER BUSINESS WITHIN PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------------------
Vice President & Counsel, Insurance,
Ronald J. Bocage, and Separate Account Products
Director 53 Vice President & Counsel Division, John Hancock
- -------------------------------------------------------------------------------------------------------------------
Thomas J. Lee, Vice President, Life Product Systems
Director 45 Vice President Management, John Hancock
- -------------------------------------------------------------------------------------------------------------------
Malcolm A. Cheung, Vice President, Retail and Group Life Products,
Director 44 Vice President John Hancock
- -------------------------------------------------------------------------------------------------------------------
Daniel L. Ouellette 51 Vice President, Marketing Senior Vice President, Retail Marketing
- -------------------------------------------------------------------------------------------------------------------
Senior Vice President, Real Estate Investment
Edward P. Dowd 56 Vice President, Investments Group, John Hancock
- -------------------------------------------------------------------------------------------------------------------
Vice President, Bond and Corporate Finance,
Roger G. Nastou 57 Vice President, Investments John Hancock
- -------------------------------------------------------------------------------------------------------------------
Laura L. Mangan 37 Vice President & Secretary Corporate Secretary, John Hancock
- -------------------------------------------------------------------------------------------------------------------
Senior Associate Controller, Controller's
Patrick F. Smith 57 Controller Department, John Hancock
- -------------------------------------------------------------------------------------------------------------------
Financial Officer, Financial Sector Management,
Julie H. Indge 46 Treasurer John Hancock
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Executive Compensation

Executive officers of JHVLICO also serve one or more of the affiliated
companies of John Hancock. Allocations have been made as to each individual's
time devoted to his or her duties as an executive officer of JHVLICO. The
following table provides information on the allocated compensation paid to the
chief executive officer for 1998. No other executive officers of JHVLICO earned
more that $100,000 during 1998. Directors of JHVLICO receive no compensation in
addition to their compensation as employees of John Hancock.

Long-Term
Name Annual Compensation Compensation
---- ------------------- ------------
Title Salary Bonus Other LTIP All Other
----- ------ ----- ----- ---- ---------
David D' Alessandro Chairman $27,000 $34,500 $20,180 $1,528 $0

Year 2000 impact

JHVLICO relies on John Hancock, its parent company, for information processing
services. John Hancock is executing its plan to address the impact of the Year
2000 issues that result from computer programs being written using two digits to
reflect the year rather than four to define the applicable year and century.
Historically, the first two digits were hard-coded to save memory. Many of John
Hancock's computer programs that have date-sensitive software, including those
relied upon by JHVLICO, may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in an information technology (IT) system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar normal business activities. In addition, non-IT systems
including, but not limited to, security alarms, elevators and telephones are
subject to malfunction due to their dependence on embedded technology such as
micro-controllers for proper operation. As described, the Year 2000 project

51
<PAGE>

presents a number of challenges for financial institutions since the correction
of Year 2000 issues in IT and non-IT systems will be complex and costly for the
entire industry.

John Hancock began to address the Year 2000 project as early as 1994. John
Hancock's plan to address the Year 2000 Project includes an awareness campaign,
an assessment period, a renovation stage, validation work and an implementation
of Company solutions.

The continuous awareness campaign serves several purposes: defining the
problem, gaining executive level support and sponsorship, establishing a team
and overall strategy, and assessing existing information system management
resources. Additionally, the awareness campaign establishes an education process
to ensure that all employees are aware of the Year 2000 issue and knowledgeable
of their role in securing solutions.

The assessment phase, which was completed for both IT and non-IT systems as of
April 1998, included the identification, inventory, analysis, and prioritization
of IT and non-IT systems and processes to determine their conversion or
replacement.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. As of December 31, 1998, the renovation phase was substantially
complete for computer applications, systems and desktops. For all remaining
components, the renovation phase is underway and will be complete before the end
of the second quarter of 1999.

The validation phase consists of the compliance testing of renovated systems.
The validation phase is expected to be complete by mid 1999, after renovation
is accomplished. Testing facilities will be used through the remainder of 1999
to perform special functional testing. Special functional testing includes
testing, as required, with material third parties and industry groups and
performing reviews of "dry runs" of year-end activities. Scheduled testing of
material relationships with third parties, including those impacting JHVLICO, is
underway. It is anticipated that testing with material business partners will
continue through much of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. Implementation is being performed concurrently during
the renovation phase and is expected to be completed before the end of the
second quarter of 1999.

The costs of the Year 2000 project consist of internal IT personnel and
external costs such as consultants, programmers, replacement software, and
hardware. The costs of the Year 2000 project are expensed as incurred. The
project is funded partially through a reallocation of resources from
discretionary projects. Through December 31, 1998, John Hancock has incurred and
expensed approximately $9.8 million in related payroll costs for its internal IT
personnel on the project. The estimated range of remaining internal IT personnel
costs of the project is approximately $8 to $9 million. Through December 31,
1998, John Hancock has incurred and expensed approximately $36.4 million in
external costs for the project. The estimated range of remaining external costs
of the project is approximately $35 to $36 million. The total costs of the Year
2000 project to John Hancock, based on management's best estimates, include
approximately $18 million in internal IT personnel, $7.4 million in the external
modification of software, $34.2 million for external solution providers, $19.4
million in replacement costs of non-compliant IT systems and $12.6 million in
oversight, test facilities and other expenses. Accordingly, the estimated range
of total costs of the Year 2000 project to John Hancock,

52
<PAGE>

internal and external, is approximately $90 to $95 million. However, there can
be no guarantee that these estimates will be achieved and actual results could
materially differ from those plans. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties.

John Hancock's total Year 2000 project costs include the estimated impact of
external solution providers and are based on presently available information.
However, there is no guarantee that the systems of other companies that John
Hancock's systems rely on will be timely converted, or that a failure to convert
by another company, or a conversion that is incompatible with John Hancock's
systems, including those upon which JHVLICO relies, would not have material
adverse effect on John Hancock or JHVLICO. It is documented in trade
publications that companies in foreign countries are not acting as intensively
as domestic companies to remediate Year 2000 issues. Accordingly, it is expected
that Company facilities based outside the United States face higher degrees of
risks from data exchanges with material business partners. In addition, JHVLICO
has numerous customers that hold its products. Nearly all products sold by
JHVLICO contain date sensitive data, examples of which are policy expiration
dates, birth dates and premium payment dates. Finally, the regulated nature of
JHVLICO's industry exposes it to potential supervisory or enforcement actions
relating to Year 2000 issues.

John Hancock's contingency planning initiative related to the Year 2000
project is underway. The plan is addressing John Hancock's readiness as well as
that of material business partners on whom John Hancock and JHVLICO depend. John
Hancock's contingency plans are being designed to keep each subsidiary's
operations functioning in the event of a failure or delay due to the Year 2000
record format and date calculation changes. Contingency plans are being
constructed based on the foundation of extensive business resumption plans that
John Hancock has maintained and updated periodically, which outline responses to
situations that may affect critical business functions. These plans also provide
emergency operations guidance, which defines a documented order of actions to
respond to problems. These extensive business resumption plans are being
enhanced to cover Year 2000 situations.

PERFORMANCE INFORMATION

We may advertise total return information about investments made in the
variable investment options. We refer to this information as "Account level"
performance. In our Account level advertisements, we usually calculate total
return for 1, 5, and 10 year periods or since the beginning of the applicable
variable investment option. Total return at the Account level is the percentage
change between

. the value of a hypothetical investment in a variable investment
option at the beginning of the relevant period, and

. the value at the end of such period.

At Account level, total return reflects adjustments for

. the mortality and expense risk charges,

. the annual contract fee, and

. any withdrawal charge payable if the owner surrenders his contract at
the end of the relevant period.

Total return at the Account level does not, however, reflect any premium tax
charges or any charges for optional benefit riders. Total return at the Account

53
<PAGE>

level will be lower than that at the Trust level where comparable charges are
not deducted.

We may also advertise total return in a non-standard format in conjunction
with the standard format described above. The non-standard format is the same as
the standard format except that it will not reflect any withdrawal charge.

We may advertise "current yield" and "effective yield" for investments in the
Money Market investment option. CURRENT YIELD refers to the income earned on
your investment in the Money Market investment option over a 7-day period and
then annualized. In other words, the income earned in the period is assumed to
be earned every 7 days over a 52-week period and stated as a percentage of the
investment.

EFFECTIVE YIELD is calculated in a similar manner but, when annualized, the
income earned by your investment is assumed to be reinvested and thus compounded
over the 52-week period. Effective yield will be slightly higher than current
yield because of this compounding effect of reinvestment.

We also advertise current yield for investments in the other variable
investment options. For investments in these options, we calculate current yield
by the following formula:

- --------------------------------------------------------------------------------
the annualization of the income earned by a investment in the variable
investment option during a recent 30-day period
DIVIDED BY
the maximum offering price per unit of the variable investment option at the end
of such 30-day period
- --------------------------------------------------------------------------------

In all cases, current yield and effective yield reflect all the recurring
charges at the Account level, but will not reflect any premium tax, any
withdrawal charge, or any charge for optional benefit riders.

REPORTS

At least annually, we will send you (1) a report showing the number and value
of the accumulation units in your contract and (2) the financial statements of
the Trusts.

VOTING PRIVILEGES

At meetings of the Trusts' shareholders, we will generally vote all the shares
of each Fund that we hold in the Account in accordance with instructions we
receive from the owners of contracts that participate in the corresponding
variable investment option.

CERTAIN CHANGES

We reserve the right, subject to applicable law, including any required
shareholder approval,

. to transfer assets that we determine to be your assets from the Account
to another separate account or investment option by withdrawing the same
percentage of each investment in the Account with proper adjustments to
avoid odd lots and fractions,

. to add or delete variable investment options,

. to change the underlying investment vehicles,

. to operate the Account in any form permitted by law, and

. to terminate an Account's registration under the 1940 Act, if such
registration should no longer be legally required.

Unless otherwise required under applicable laws and regulations, notice to or
approval of owners will not be necessary for us to make such changes.

54
<PAGE>

DISTRIBUTION OF CONTRACTS

John Hancock Funds, Inc. ("JHFI") acts as principal distributor of the
contracts sold through this prospectus. JHFI is registered as a broker-dealer
under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. Its address is 101 Huntington Avenue,
Boston, Massachusetts 02199.

You can purchase a contract through broker-dealers and certain financial
institutions who have entered into selling agreements with JHFI and JHVLICO and
whose representatives are authorized by applicable law to sell annuity products.
We do not expect the compensation to such broker-dealers and financial
institutions to exceed 7.0% of premium payments. We offer these contracts on a
continuous basis, but neither John Hancock nor JHFI is obligated to sell any
particular amount of contracts. We reimburse JHFI for direct and indirect
expenses actually incurred in connection with the marketing and sale of these
contracts. JHFI is a subsidiary of John Hancock Mutual Life Insurance Company.

REGISTRATION STATEMENT

JHVLICO complies with the reporting requirements of the Securities Act of
1934. You can get more details from the SEC upon payment of prescribed fees or
through the SEC's internet web site (www.sec.gov).

This prospectus omits certain information contained in the registration
statement that we filed with the SEC. Among other things, the registration
statement contains a "Statement of Additional Information" that we will send you
without charge upon request. The Table of Contents of the Statement of
Additional Information lists the following subjects that it covers:

page of SAI

VARIATIONS IN CHARGES ...................................................2

DISTRIBUTION ............................................................2

CALCULATION OF PERFORMANCE DATA .........................................2

OTHER PERFORMANCE INFORMATION ...........................................4

CALCULATION OF ANNUITY PAYMENTS .........................................4

ADDITIONAL INFORMATION ABOUT DETERMINING
UNIT VALUES ............................................................6

PURCHASES AND REDEMPTIONS OF FUND SHARES ...............................7

THE ACCOUNT .............................................................7

DELAY OF CERTAIN PAYMENTS ...............................................8

LIABILITY FOR TELEPHONE TRANSFERS .......................................8

VOTING PRIVILEGES .......................................................8

JHVLICO FINANCIAL STATEMENTS ...........................................10

SEPARATE ACCOUNT FINANCIAL STATEMENTS ..................................23

EXPERTS

Ernst & Young LLP, independent auditors, have audited the financial statements
of John Hancock Mutual Life Insurance Company and the Separate Account that
appear in the Statement of Additional Information, which also is a part of the
registration statement that contains this prospectus. Those financial statements
are included in the registration statement in reliance upon Ernst & Young's
reports given upon the firm's authority as experts in accounting and auditing.

55
<PAGE>

CONDENSED FINANCIAL INFORMATION
FOR JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

To be filed by amendment.

56
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
FINANCIAL STATEMENTS

To be filed by amendment.

57
<PAGE>

APPENDIX A - DETAILS ABOUT OUR GUARANTEED PERIODS

INVESTMENTS THAT SUPPORT OUR GUARANTEE PERIODS

We back our obligations under the guarantee periods with JHVLICO's general
assets. Subject to applicable law, we have sole discretion over the investment
of our general assets (including those held in our "non-unitized" separate
account that primarily supports the guarantee periods). We invest these amounts
in compliance with applicable state insurance laws and regulations concerning
the nature and quality of our general investments.

We invest the non-unitized separate account assets, according to our detailed
investment policies and guidelines, in fixed income obligations, including:

. corporate bonds,

. mortgages,

. mortgage-backed and asset-backed securities, and

. government and agency issues.

We invest primarily in domestic investment-grade securities. In addition, we
use derivative contracts only for hedging purposes, to reduce ordinary business
risks associated with changes in interest rates, and not for speculating on
future changes in the financial markets. Notwithstanding the foregoing, we are
not obligated to invest according to any particular strategy.

GUARANTEED INTEREST RATES

We declare the guaranteed rates from time to time as market conditions and
other factors dictate. We advise you of the guaranteed rate for a selected
guarantee period at the time we:

. receive your premium payment,

. effectuate your transfer, or

. renew your guarantee period

We have no specific formula for establishing the guaranteed rates for the
guarantee periods. The rates may be influenced by interest rates generally
available on the types of investments acquired with amounts allocated to the
guarantee period. In determining guarantee rates, we may also consider, among
other factors, the duration of the guarantee period, regulatory and tax
requirements, sales and administrative expenses we bear, risks we assume, our
profitability objectives, and general economic trends.

58
<PAGE>

COMPUTATION OF MARKET VALUE ADJUSTMENT

We determine the amount of the market value adjustment by multiplying the
amount being taken from the guarantee period (before any applicable withdrawal
charge) by a factor expressed by the following formula:

1+g n/12
(----------) -1
1+c+0.005
where,

. G is the guaranteed rate in effect for the current guarantee period.

. C is the current guaranteed rate in effect for new guarantee periods with
duration equal to the number of years remaining in the current guarantee
period (rounded to the nearest whole number of years). If we are not
currently offering such a guarantee period, we will declare a guarantee
rate, solely for this purpose, consistent with interest rates currently
available.

. N is the number of complete months from the date of withdrawal to the end
of the current guarantee period. (If less than one complete month
remains, N equals one unless the withdrawal is made on the last day of
the guarantee period, in which case no adjustment applies.)

SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT
<TABLE>
- -------------------------------------------------------------------------------------------
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 7%
- -------------------------------------------------------------------------------------------
Remaining guarantee period (n) 60 months
- -------------------------------------------------------------------------------------------
</TABLE>

59
<PAGE>

MARKET VALUE ADJUSTMENT:
1+0.08 60/12
10,000 X [(---------------) -1]= 243.73
1+0.07+0.005

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
+ $243.73 = $10,243.73

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT
<TABLE>
- -------------------------------------------------------------------------------------------
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 9%
- -------------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------------------
</TABLE>

MARKET VALUE ADJUSTMENT:

1+0.08 60/12
10,000 X [(-------------) -1]= -666.42
1+0.09+0.005

Amount withdrawn or transferred (adjusted for money market adjustment): $10,000
- - 666.42 = $9,333.58

SAMPLE CALCULATION 3: NEGATIVE ADJUSTMENT

<TABLE>
- -------------------------------------------------------------------------------------------
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 7.75%
- -------------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------------------
</TABLE>

60
<PAGE>

MARKET VALUE ADJUSTMENT:

1+0.08 60/12
10,000 X [(---------------) -1]= -114.94
1+0.0775+0.005

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- - 114.94 = $9,885.06

------------------------------------------------------------------------

*All interest rates shown have been arbitrarily chosen for purposes of these
examples. In most cases they will bear little or no relation to the rates we are
actually guaranteeing at any time.

61
<PAGE>

APPENDIX B - EXAMPLE OF WITHDRAWAL CHARGE CALCULATION

ASSUME THE FOLLOWING FACTS:

On January 1, 1996, you make a $5,000 initial premium payment and we issue you
a contract.
On January 1, 1997, you make a $1,000 premium payment.
On January 1, 1998, you make a $1,000 premium payment.
On January 1, 1999, the total value of your contract is $7,500 because of good
investment earnings.

Now assume you make a partial withdrawal of $7,000 (no tax withholding) on
January 2, 1999. In this case, assuming no prior withdrawals, we would
deduct a CDSL of $272.34. We withdraw a total of $7,272.34 from your
contract.

$7,000.00 -- withdrawal request payable to you
+ 272.34 -- withdrawal charge payable to us
----------
$7,272.34 -- total amount withdrawn from your contract

HERE IS HOW WE DETERMINE THE WITHDRAWAL CHARGE:

1. We FIRSt distribute to you the $500 profit you have in your contract ($7,500
total contract value less $7,000 of premiums you have paid) under the free
withdrawal provision.

2. Next we repay to you the $500 premium you paid in 1996. Under the free
withdrawal provision, $200 of that premium is charge free ($7,000 total
premiums paid x 10%; less the $500 free withdrawal in the same contract year
described in paragraph 1 above). We assess a withdrawal charge on the
remaining balance of $4,800 from your 1996 premium. Because you made that
premium payment 3 years ago, the withdrawal charge percentage is 4%. We
deduct the resulting $176 from your contract to cover the withdrawal charge
on your 1996 premium payment. We pay the remainder of $4,624 to you as a
part of your withdrawal request.

$5,000
- 200 -- free withdrawal amount (payable to you)
------
$4,800
x .04
------
$ 176 -- withdrawal charge on 1996 premium payment (payable to us)

$4,800
- 176
------
$4,624 -- part of withdrawal request payable to you

3. We NEXT deem the entire amount of your 1997 PREMIUM PAYMENT to be withdrawn
and

62
<PAGE>

we assess a withdrawal charge on that $1000 amount. Because you made this
premium payment 2 years ago, the withdrawal charge percentage is 5%. We
deduct the resulting $50 from your contract to cover the withdrawal charge
on your 1998 premium payment. We pay the remainder of $950 to you as a part
of your withdrawal request.

$1000
x .05
-----
$50 -- withdrawal charge on 1997 premium payment (payable to us)

$1000
- 50
----
$950 -- part of withdrawal request payable to you

4. We NEXT determine what additional amount we need to withdraw to provide you
with the total $7,000 you requested, after the deduction of the withdrawal
charge on that additional amount. We have already allocated $500 from
profits under paragraph 1 above, $200 of additional free withdrawal amount,
$4,624 from your 1996 premium payment under paragraph 2, and $950 from your
1998 premium payment under paragraph 3. Therefore, $726 is needed to reach
$7,000.

$7,000 -- total withdrawal amount requested
500 -- profit
-200 -- free withdrawal amount
-4,624 -- payment deemed from initial premium payment
- 950 -- payment deemed from 1997 premium payment
-----
$ 726 -- additional payment to you needed to reach $7,000

We know that the withdrawal charge percentage for this remaining amount is 6%,
because you are already deemed to have withdrawn all premiums you paid prior
to 1998. We use the following formula to determine how much more we need to
withdraw:

Remainder due to you = Withdrawal needed - [applicable withdrawal
charge percentage times withdrawal needed]

$726 = x - [.06x]
$726 =.94x

$ 726
------
0.94 = x
$772.34 = x

$772.34 -- deemed withdrawn from 1998 premium payment
- -$726.00 -- part of withdrawal request payable to you
- --------
$ 46.34 -- withdrawal charge on 1998 premium deemed withdrawn (payable to us)

63
<PAGE>

REVOLUTION VALUE VARIABLE ANNUITY

SUPPLEMENT DATE_______, 1999
TO PROSPECTUS DATED _______, 1999

If your contract was issued in the state of New York, the following changes in
the attached prospectus apply to your contract.

On page __ of the prospectus, under the caption "Calculation of Market Value
Adjustment ("MVA")," the first paragraph is replaced with the following
paragraph:

. amounts you apply to an annuity option, and

. amounts paid in a single sum in lieu of an annuity.

A market value adjustment does not apply to the payment of a death benefit.

Also on page 29 of the prospectus, under the caption "Calculation of Market
Value Adjustment ("MVA")," the formula in the box is replaced with the following
formula:

- --------------------------------------------------------------------------------
We compare

. the guaranteed rate of the guarantee period from which the assets
are being taken WITH

. the guaranteed rate we are currently offering for guarantee periods of
the same duration as remains on guarantee period from which the assets
are being taken.

If the first rate exceeds the second by more than 1/4 %, the market value
adjustment produces an increase in your contract's value.

If the first rate does not exceed the second by at least 1/4 %, the market value
adjustment produces a decrease in your contract's value.

- --------------------------------------------------------------------------------

On page __ of the prospectus, under the caption "Standard Death Benefit," the
words "adjusted by any then-applicable market value adjustment" are deleted from
the first bullet.
<PAGE>

Also on page __ of the prospectus, under the sub-caption " Enhanced death
benefit," the parenthetical "(adjusted by any market value adjustment)" is
deleted from the second bullet.

Appendix A is replaced by the following appendix.
<PAGE>

APPENDIX A - DETAILS ABOUT OUR GUARANTEED PERIODS
FOR CONTRACTS ISSUED IN NEW YORK

INVESTMENTS THAT SUPPORT OUR GUARANTEE PERIODS

We back our obligations under the guarantee periods with John Hancock's
general assets. Subject to applicable law, we have sole discretion over the
investment of our general assets (including those held in our "non-unitized"
separate account that primarily supports the guarantee periods). We invest these
amounts in compliance with applicable state insurance laws and regulations
concerning the nature and quality of our general investments.

We invest the non-unitized separate account assets, according to our detailed
investment policies and guidelines, in fixed income obligations, including:

. corporate bonds,

. mortgages,

. mortgage-backed and asset-backed securities, and

. government and agency issues.

GUARANTEED INTEREST RATES

We declare the guaranteed rates from time to time as market conditions and
other factors dictate. We advise you of the guaranteed rate for a selected
guarantee period at the time we:

. receive your premium payment,

. effectuate your transfer, or

. renew your guarantee period.

COMPUTATION OF MARKET VALUE ADJUSTMENT

n
1+g -
(----------)/12/-1
1+c+0.0025

where,

. G is the guaranteed rate in effect for the current guarantee period.

SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT

- ---------------------------------------------------------------------------------------------------
<S> <C>
Premium payment $10,000
- ---------------------------------------------------------------------------------------------------
Guarantee period 7 years
- ---------------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- ---------------------------------------------------------------------------------------------------
Amount withdrawn or transferred $11,664
- ---------------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- ---------------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 7%
- ---------------------------------------------------------------------------------------------------
Remaining guarantee period (n) 60 months
- ---------------------------------------------------------------------------------------------------
</TABLE>

Maximum positive adjustment: $10,000 x (1.08/2/ - 1.03/2/) = $1,055

(i.e., the maximum withdrawal adjusted for market value adjustment is $12,719,
or $11,664 + $1,055)
<PAGE>

MARKET VALUE ADJUSTMENT:
60
1 + 0.08 --
11,664 X [(-----------------)/12/-1]=413.58
1 + 0.07 + 0.0025

Amount withdrawn or transferred (adjusted for market value adjustment): $11,664
+ $413.58 = $12,077.58

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT

- --------------------------------------------------------------------------------------------------
<S> <C>
Premium payment $10,000
- --------------------------------------------------------------------------------------------------
Guarantee period 7 years
- --------------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- --------------------------------------------------------------------------------------------------
Amount withdrawn or transferred $11,664
- --------------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- --------------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 9%
- --------------------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- --------------------------------------------------------------------------------------------------
</TABLE>
Maximum negative adjustment: $10,000 x (1.08/2/ - 1.03/2/) = $1,055

(i.e., the maximum withdrawal adjusted for market value adjustment is $10,609,or
$11,664 - $1,055)

MARKET VALUE ADJUSTMENT:
60
1 + 0.08 --
11,664X[(-----------------/12/-1]=-652.18
1 + 0.09 + 0.0025

Amount withdrawn or transferred (adjusted for money market adjustment): $11,664
- - $652.18 = $11,011.82
<PAGE>

SAMPLE CALCULATION 3: POSITIVE ADJUSTMENT LIMITED BY AMOUNT OF EXCESS INTEREST

- --------------------------------------------------------------------------------------------------
<S> <C>
Premium payment $10,000
- --------------------------------------------------------------------------------------------------
Existing guarantee period 7 years
- --------------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- --------------------------------------------------------------------------------------------------
Amount withdrawn or transferred $11,664
- --------------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- --------------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 5%
- --------------------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- --------------------------------------------------------------------------------------------------
</TABLE>
Amount of excess interest: $10,000 x (1.08/2/ - 1.03/2/) = $1,055

(i.e. the maximum withdrawal adjusted for market value adjustment is $12,719, or
$11,664 + $1,055)

MARKET VALUE ADJUSTMENT:
60
1 + 0.08 --
11,664X[(-----------------)/12/-1]=1,605.54
1 + 0.05 + 0.0025

Since the market value adjustment exceeds the amount of excess interest of
$1,055, the actual market value adjustment is $1,055.

Amount withdrawn or transferred (adjusted for market value adjustment): $11,664
+ $1,055 = $12,719

SAMPLE CALCULATION 4: NEGATIVE ADJUSTMENT LIMITED BY AMOUNT OF EXCESS INTEREST

- --------------------------------------------------------------------------------------------------
<S> <C>
Premium payment $10,000
- --------------------------------------------------------------------------------------------------
Guarantee period 7 years
- --------------------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- --------------------------------------------------------------------------------------------------
Amount withdrawn or transferred $11,664
- --------------------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- --------------------------------------------------------------------------------------------------
Guaranteed rate for new 5 year guarantee (c) 10%
- --------------------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- --------------------------------------------------------------------------------------------------
</TABLE>
Amount of excess interest: $10,000 x (1.08/2/ - 1.03/2/) = $1,055
<PAGE>

(i.e., the minimum withdrawal adjusted for market value adjustment is $10,609,
or $11,664 - $1,055)

MARKET VALUE ADJUSTMENT:

60
1 + 0.08 --
11,664X[(-----------------)/12/-1]=-1,142.61
1 + 0.10 + 0.0025

Since the market value adjustment exceeds the amount of excess interest of
$1,055, the actual market value adjustment is -$1,055.

Amount withdrawn or transferred (adjusted for market value adjustment): $11,664
- - $1,055 = $10,609

------------------------------------------------------------------------

*All interest rates shown have been arbitrarily chosen for purposes of these
examples. In most cases they will bear little or no relation to the rates we are
actually guaranteeing at any time.
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ADDITIONAL INFORMATION

__________________

This statement of additional information ("SAI"), dated May 3, 1999 is not a
prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account JF (the "Account") dated May
3, 1999, for the Contracts being offered. Terms used in this SAI that are not
otherwise defined herein have the same meanings given to them in the prospectus,
unless the context requires otherwise. A copy of the prospectus may be obtained
from the John Hancock Annuity Servicing Office, 529 Main Street (X-3),
Charlestown, Massachusetts 02129, telephone number 1-800-732-5543.

TABLE OF CONTENTS

_________________

PAGE OF SAI
-----------

Variations in Charges ............................................. 2
Distribution ...................................................... 2
Calculation of Performance Data ................................... 2
Other Performance Information ..................................... 4
Calculation of Annuity Payments ................................... 5
Additional Information About Determining Unit Values .............. 7
Purchases and Redemptions of Fund Shares .......................... 8
The Account ....................................................... 8
Delay of Certain Payments ......................................... 8
Liability for Telephone Transfers ................................. 9
Voting Privileges ................................................. 9
JHVLICO Financial Statements ...................................... 10
Separate Account Financial Statements ............................. 28
<PAGE>

VARIATIONS IN CHARGES

In the future, we may allow a reduction in or the elimination of the
withdrawal charge, the charge for the Nursing Home Waiver of Withdrawal Charge
rider, the charge for mortality and expense risks, the administrative services
charge, the annual contract fee, the charge for the One Year Stepped-Up Death
Benefit rider, or the charge for the Accidental Death Benefit rider. The
affected contracts would involve sales to groups or classes of individuals in a
manner resulting in a reduction in the expenses associated with the sale of such
contracts and the benefits offered, or the costs associated with administering
or maintaining the contracts.

The entitlement to such a reduction in or elimination of charges and fees
will be determined by JHVLICO based upon factors such as the following: (1) the
size of the initial premium payment, (2) the size of the group or class, (3) the
total amount of premium payments expected to be received from the group or class
and the manner in which premium payments are remitted, (4) the nature of the
group or class for which the contracts are being purchased and the persistency
expected from that group or class as well as the mortality risks associated with
that group or class, (5) the purpose for which the contracts are being purchased
and whether that purpose makes it likely that costs and expenses will be
reduced, or (6) the level of commissions paid to selling broker-dealers or
certain financial institutions with respect to contracts within the same group
or class.

We will make any reduction in charges or fees according to our rules in
effect at the time an application for a contract is approved. We reserve the
right to change these rules from time to time. Any variation in charges or fees
will reflect differences in costs and services, will apply uniformly to all
prospective contract purchasers in the group or class, and will not be unfairly
discriminatory to the interests of any owner.

DISTRIBUTION

The distribution of the contracts through John Hancock Funds, Inc. ("JHFI")
is continuous. Pursuant to a marketing and distribution agreement between John
Hancock and JHFI, the amounts we paid JHFI under that agreement for such
services were as follows:

YEAR AMOUNT PAID TO JHFI
---- -------------------

1998 $4,860,290
1997 $2,697,629
1996 $25,832

CALCULATION OF PERFORMANCE DATA

The Account may, from time to time, include in advertisements, sales
literature and reports to owners or prospective investors information relating
to the performance of its variable investment options. The performance
information that may be presented is not an estimate or a guarantee of future
investment performance, and does not represent the actual experience of amounts
invested by a particular owner. Set out below is a description of the methods
used in calculating the performance information for the variable investment
options.

The Account will calculate the average annual total return for each
variable investment option (other than the Money Market option), according to
the following formula prescribed by the SEC:

P x ( 1 + T ) n = ERV

where P = a hypothetical initial premium payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1,000 premium payment, made at the beginning of
such period (or fractional portion thereof)

2
<PAGE>

Average annual total return is the annual compounded rate of return for a
variable investment option that would have produced the ending redeemable value
over the stated period if the performance remained constant throughout. The
calculation assumes a single $1,000 premium payment made into the variable
investment option at the beginning of the period and full redemption at the end
of the period. It reflects adjustments for all Trust and contract level charges
except any premium tax charge or charges for optional rider benefits described
in the prospectus. The annual contract fee has been included as an annual
percentage of assets.

On the basis, the following table shows the average total return for each
variable investment option for the periods ended December 31, 1998:

AVERAGE ANNUALIZED TOTAL RETURNS
--------------------------------

- ------------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTION* YEAR TO DATE 1 YEAR** 5 YEAR 10 YEAR DATE OF INCEPTION***
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
V.A. Sovereign Investors
- ------------------------------------------------------------------------------------------------------
V.A. Core Equity
- ------------------------------------------------------------------------------------------------------
Aggressive Balanced
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund
- ------------------------------------------------------------------------------------------------------
Equity Index
- ------------------------------------------------------------------------------------------------------
Large Cap Value CORE
- ------------------------------------------------------------------------------------------------------
V.A. Financial Industries
- ------------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Growth
- ------------------------------------------------------------------------------------------------------
MFS Growth
- ------------------------------------------------------------------------------------------------------
Large/Mid Cap Value
- ------------------------------------------------------------------------------------------------------
Mid Cap Blend
- ------------------------------------------------------------------------------------------------------
AIM V.I. Value
- ------------------------------------------------------------------------------------------------------
MFS Research
- ------------------------------------------------------------------------------------------------------
AIM V.I. Growth
- ------------------------------------------------------------------------------------------------------
Fundamental Mid Cap Growth
- ------------------------------------------------------------------------------------------------------
Small/Mid Cap CORE
- ------------------------------------------------------------------------------------------------------
Small/Mid Cap Value
- ------------------------------------------------------------------------------------------------------
Small/Mid Cap Growth
- ------------------------------------------------------------------------------------------------------
Small Cap Growth
- ------------------------------------------------------------------------------------------------------
MFS New Discovery
- ------------------------------------------------------------------------------------------------------
International Balanced
- ------------------------------------------------------------------------------------------------------
Templeton International
- ------------------------------------------------------------------------------------------------------
International Equity Index
- ------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas
- ------------------------------------------------------------------------------------------------------
Templeton Developing Markets
- ------------------------------------------------------------------------------------------------------
Short-Term Bond
- ------------------------------------------------------------------------------------------------------
Bond Index
- ------------------------------------------------------------------------------------------------------
V.A. Bond
- ------------------------------------------------------------------------------------------------------
V.A. Strategic Income
- ------------------------------------------------------------------------------------------------------
High Yield Bond
- ------------------------------------------------------------------------------------------------------
V.A. Money Market
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Absent expense reimbursements to certain Funds, total return figures for
the related variable investment options would have been lower.
** or since inception of the applicable Fund or its predecessor.
*** of the Fund or its predecessor.

3
<PAGE>

For the 7-day period ending December 31, 1998, the Money Market option's
current yield was 4.4% and its effective yield was 4.5%.

The Account will calculate current yield for each variable investment
option (other than the Money Market option) according to the following formula
prescribed by the SEC

a-b /6/
Yield = 2[(---+1) -1]
cd

where: a = net investment income earned during the period by the Fund whose
shares are owned by the variable investment option
b = expenses accrued for the period (net of any reimbursements)
c = the average daily number of accumulation units outstanding during
the period
d = the offering price per accumulation unit on the last day of the
period

According to this formula, yield is determined by dividing the net
investment income per accumulation unit earned during the period (minus the
deduction for mortality and expense risk charge, administration charge and
annual contract fee) by the accumulation unit value on the last day of the
period and annualizing the resulting figure. The calculation is based on
specified 30-day periods identified in the advertisement. Neither the
withdrawal charge nor any charges for premium taxes or optional rider benefits
are reflected in the calculation.

The Account may calculate current yield and effective yield figures for the
Money Market option. The current yield of the Money Market option for a
seven-day period ("base period") will be computed by determining the "net change
in value" (calculated as set forth below) of a hypothetical owner account having
a balance of one unit at the beginning of the period, dividing the net change in
account value by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by 365/7,
with the resulting yield figure carried to the nearest hundredth of one percent.
Net changes in value of the hypothetical owner account will include net
investment income of that account (accrued daily dividends as declared by the
Money Market Fund, less daily expenses of the Account) for the period, but will
not include realized gains or losses or unrealized appreciation or depreciation
on the underlying Money Market Fund shares. The mortality and expense risk
charges, administration charge and contract fee are reflected, but the
withdrawal charge and any charge for premium taxes and optional benefits are
not.

The effective yield reflects the effects of compounding and represents an
annualization of the current return. The formula for effective yield, as
prescribed by the SEC, is:

Effective yield = (Base period return + 1)/(365/7) / - 1

OTHER PERFORMANCE INFORMATION

You can compare performance information at the Account level to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, Inc., an independent service that monitors and ranks
the performance of investment companies.

We also use Ibottson and Associates, CDA Weisenberger, and F.C. Towers for
comparison purposes, as well as the Russell and Wilshire indexes. We may also
use performance rankings and ratings reported periodically in national financial
publications such as Money Magazine, Forbes, Business Week, The Wall Street
Journal, Micropal, Inc., Morningstar, Stanger's and Barron's. Such performance
figures are calculated in accordance with standardized methods established by
each reporting service.

4
<PAGE>

We vote any shares held by the Account that are not attributable to
contracts or for which instructions from owners are not received, in proportion
to the instructions we have received from participants in the Account.

CALCULATION OF ANNUITY PAYMENTS

CALCULATION OF ANNUITY UNITS

We use a measuring device called an "annuity unit" to help us compute the
amount of each monthly payment that is based on a variable investment option.
Each variable investment option has its own annuity unit with its own annuity
unit value.

The number of the contract's annuity units for each variable investment
option normally doesn't change while the payee continues to receive payments,
unless the payee makes a transfer from one variable investment option to
another. The amount of each monthly annuity payment based on a variable
investment option equals the number of the contract's annuity units in that
option times the value of one such unit as of the tenth day preceding the
payment's due date.

To compute the amount of the first annuity payment that is based on any
variable investment option, we first determine the amount of your contract's
value that we will apply to that variable option. We do this as of 10 calendar
days prior to the date the initial monthly annuity payment is due, in the manner
described in the prospectus under "The annuity period - choosing fixed or
variable annuity payments."

For each variable investment option, we THEN divide:

-----------------------------------
the resulting value (minus any
premium tax charge)

$1,000
-----------------------------------

and multiply the result by

---------------------------------------
the applicable annuity purchase rate
set forth in the contract and
reflecting

(1) the age and, possibly, sex of the
payee and

(2) the assumed investment rate
(discussed below)
---------------------------------------

This computation determines the amount of initial monthly variable annuity
payment to the annuitant from each variable investment option.

5
<PAGE>

We then determine the number of annuity units to be credited to the contract
from each of such variable investment options by dividing:

----------------------------------------------------------
the amount of the initial monthly variable annuity
payment from that variable annuity option

the annuity unit value of that variable investment option
as of 10 calendar days prior to the date the initial
payment is due
----------------------------------------------------------

For example, assume that 10 days before the date of maturity, a contract
has credited to it 4000.000 accumulation units, each having a value of
$12.000000. Assume, further, that the appropriate annuity purchase rate in the
contract for an assumed investment rate of 3 1/2% is $5.47 per $1000 of proceeds
for the annuity option elected. The first monthly annuity payment would be
$262.56.

4000.00 X 12.000000 X 5.47
--------------------------
1.000

If the value of an annuity unit 10 days before the date of maturity was
$1.4000000, the number of annuity units represented by the first and subsequent
payments would be 187.543 ($262.56/$1.4000000). If the annuity unit value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $263.50 (187.543 x $1.405000).

ANNUITY UNIT VALUES

The value of the annuity units varies from day to day, depending on the
investment performance of the variable investment option, the deductions made
against the variable investment option, and the assumed investment rate used in
computing annuity unit values. Thus, the variable monthly annuity payments vary
in amount from month to month.

We calculate annuity unit value separately for each variable investment
option. As of the close of each business day, we calculate the value of one
annuity unit by

(1) multiplying the immediately preceding annuity unit value by the sum of one
plus the applicable net investment rate for the period subsequent to such
preceding value and then

(2) multiplying this product by an adjustment factor to neutralize the assumed
investment rate used in determining the amounts of annuity payable. If
your contract has an assumed investment rate of 3 1/2 % per year, the
adjustment factor for a valuation period of one day would be 0.999905754.
We neutralize the assumed investment rate by applying the adjustment
factor so that the variable annuity payments will increase only if the
actual net investment rate of the variable investment option exceeds 3 1/2
% per year and will decrease only if is less than 3 1/2 % per year.

The amount of the initial variable monthly payment is determined on the
assumption that the actual net investment rate of each variable investment
option used in calculating the "net investment factor" (described below) will be
equal on an annual basis to the "assumed investment rate" (described under "The
annuity period - variable monthly annuity payments" in the prospectus). If the
actual net investment rate between the dates for determining

6
<PAGE>

two monthly annuity payments is greater than the assumed investment rate, the
latter monthly payment will be larger in amount than the former. On the other
hand, if the actual net investment rate between the dates for determining two
monthly annuity payments is less than the assumed investment rate, the latter
monthly payment will be smaller in amount than the former.

MORTALITY TABLES

The mortality tables used as a basis for both variable and fixed annuity
purchase rates are the 1983a Mortality Tables, with projections of mortality
improvements and with certain age adjustments based on the contract year of
annuitization. The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all contracts issued in Montana
will be the Female Annuity Table of the 1983a Mortality Tables. The impact of
this change will be lower benefits (5% to 15%) from a male's viewpoint than
would otherwise be the case.

ADDITIONAL INFORMATION ABOUT DETERMINING UNIT VALUES

The general manner in which we compute annuity unit values is discussed
above. Like annuity unit values, we calculate accumulation unit values
separately for each variable investment option. As of the close of each
business day, we calculate the value of one accumulation unit of a variable
investment option by multiplying the immediately preceding accumulation unit
value by the sum of one plus the applicable "net investment rate" for the period
subsequent to such preceding value. See "Net investment rate" below.

NET INVESTMENT RATE

For any period, the net investment rate for a variable investment option
equals

(1) the percentage total investment return of the corresponding Fund for that
period (assuming reinvestment of all dividends and other distributions from
the Fund), less

(2) for each calendar day in the period, a deduction of 0.003425% or 0.002740%
(depending on the charge for mortality and expense risks) of the value of
the variable investment option at the beginning of the period, and less

(3) a further adjustment in an appropriate amount if we ever elect to impose a
charge for our income taxes.

ADJUSTMENT OF UNITS AND VALUES

We reserve the right to change the number and value of the accumulation
units and/or annuity units credited to your contract, without notice, provided
that strict equity is preserved and the change does not otherwise affect the
benefits, provisions, or investment return of your contract.

HYPOTHETICAL EXAMPLE ILLUSTRATING THE CALCULATION OF ACCUMULATION UNIT VALUES
AND ANNUITY UNIT VALUES

Assume at the beginning of the period being considered, the value of a
particular variable investment option was $4,000,000. Investment income during
the period totaled $2000, while capital gains were $3000 and capital losses were
$1000. Assume also that we are not imposing any tax charge. Charges against
the beginning value of the variable investment option amount to $137.00 assuming
a one day period. The $137.00 was computed by multiplying the beginning value
of $4,000,000 by the factor 0.00003425. By substituting in the first formula
above, the net investment rate is equal to $3863.00 ($2000 + $3000 - $1000
- -$137.00) divided by $4,000,000 or 0.0009658.

Assume further that each accumulation unit had a value of $11.250000 on the
previous business day, and the value of an annuity unit on such previous date
was $1.0850000. Based upon the experience of the variable investment option
during the period, the value of an accumulation unit at the end of the period
would be

7
<PAGE>

$11.250000 x (1 + .0009658) or $11.260865. The value of an annuity unit at the
end of the period would be $1.0850000 x (1. + .0009658) x .999905754 or
$1.085946. The final figure, .999905754, neutralizes the effect of a 3 1/2%
assumed investment rate so that the annuity unit's change in value reflects only
the actual investment experience of the variable investment option.

PURCHASES AND REDEMPTIONS OF FUND SHARES

JHVLICO purchases and redeems Fund shares for the Account at their net
asset value without any sales or redemption charges. Each available Fund issues
its own separate series of Fund shares. Each such series represents an interest
in one of the Funds of the Trusts, which corresponds to one of our variable
investment options. Any dividend or capital gains distributions received by the
Account will be reinvested in shares of that same Fund at their net asset value
as of the dates paid.

On each business day, the account purchases and redeems shares of each Fund
for each variable investment option based on, among other things, the amount of
premium payments allocated to that option, dividends reinvested, and transfers
to, from and among investment options, all to be effected as of that date. Such
purchases and redemptions are effective at the net asset value per Trust share
for each fund determined on that same date.

THE ACCOUNT

In addition to the assets attributable to contracts, the Account includes
assets derived from charges made by and, possibly, funds contributed by JHVLICO
to commence operations of the variable investment option. From time to time
these additional amounts may be transferred in cash by us to our general
account. Before any such transfer, we will consider any possible adverse impact
transfer might have on any variable investment option. The assets of one
variable investment option are not necessarily legally insulated from
liabilities associated with another variable investment option.

DELAY OF CERTAIN PAYMENTS

Ordinarily, upon a surrender or partial withdrawal, we will pay the value
of any accumulation units in a single sum within 7 days after receipt of a
written request at our Annuity Servicing Office. However, redemption may be
suspended and payment may be postponed under the following conditions:

(1) when the New York Stock Exchange is closed, other than customary weekend
and holiday closings;

(2) when trading on that Exchange is restricted;

(3) when an emergency exists as a result of which (a) disposal of securities in
a variable investment option is not reasonably practicable or (b) it is not
reasonably practicable to determine the value of the net assets of a
variable investment option; or

(4) when a governmental body having jurisdiction over the Account by order
permits such suspension.

Rules and regulations of the SEC, if any are applicable, will govern as to
whether conditions in (2) or (3) exist.

We may defer for up to 15 days the payment of any amount attributable to a
premium payment made by check to allow the check reasonable time to clear.

We may also defer payment of surrender proceeds payable out of any
guarantee period for a period of up to 6 months.

<PAGE>

LIABILITY FOR TELEPHONE TRANSFERS

If you authorize telephone transfers, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone or fax
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ
procedures which provide safeguards against unauthorized transactions, and which
are reasonably designed to confirm that instructions received by telephone are
genuine. These procedures include

. requiring personal identification,

. tape recording calls, and

. providing written confirmation to the owner.

If we do not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, we may be liable for any loss due to
unauthorized or fraudulent instructions.

VOTING PRIVILEGES

Here's the formula we use to determine the number of Fund shares as to
which you may give instructions:

---------------------------------------
the total value of your accumulation
units value in a variable investment
option

divided by

the net asset value of 1 share of the
corresponding Fund
---------------------------------------

At a shareholders' meeting, you may give instructions regarding:

. the election of the Board of Trustees,

. the ratification of the selection of independent auditors,

. the approval of the Trusts' investment management agreements,

. and other matters requiring a vote under the 1940 Act.

The annuitant or other payee will also be entitled to give voting
instructions with respect to the Fund shares corresponding to any variable
investment option under which variable annuity payments are then being made. We
determine the number of Fund shares for which the payee can give instructions by
dividing the actuarially determined present value of the payee's annuity units
that correspond to that Fund by the net asset value of one share of that Fund.

We will furnish you information and forms so that you may give voting
instructions.

We may own Fund shares that we do not hold in any separate account whose
participants are entitled to give voting instructions. We will vote such shares
in proportion to the instructions we receive from all variable annuity contract
and variable life insurance policy owners who give us instructions for that
Fund's shares (including owners who participate in separate accounts other than
the Account).

<PAGE>

We have designed your voting privileges based upon our understanding of the
requirements of the federal securities laws. If the applicable laws,
regulations, or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements.

10
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS.

1. Condensed Financial Information. (To be filed by amendment)

2. Statement of Assets and Liabilities, John Hancock Variable Annuity
Account JF. (To be filed by amendment)

3. Statement of Operations, John Hancock Variable Annuity Account JF. (To
be filed by amendment)

4. Statement of Changes in Net Assets, John Hancock Variable Annuity
Account JF. (To be filed by amendment)

5. Notes to Financial Statements, John Hancock Variable Annuity Account JF.
(To be filed by amendment)

6. Statement of Financial Position, John Hancock Variable Life Insurance
Company. (To be filed by amendment)

7. Summary of Operations and Unassigned Deficit, John Hancock Variable
Life Insurance Company. (To be filed by amendment)

8. Statement of Cash Flows, John Hancock Variable Life Insurance Company.
(To be filed by amendment)

9. Notes to Financial Statements, John Hancock Variable Life Insurance
Company. (To be filed by amendment)

(B) EXHIBITS:

1. John Hancock Variable Life Insurance Company Board Resolution
establishing the John Hancock Variable Annuity Account JF, dated
November 13, 1995, previously filed on December 12, 1995.

2. Not Applicable.

3. (a) Distribution Agreement by and between John Hancock Mutual Life
Insurance Company and John Hancock Variable Life Insurance Company,
dated August 26, 1993, incorporated by reference from Pre-Effective
Amendment No. 1 to the Form S-1 Registration Statement for John
Hancock Variable Life Account S (File No. 33-64366) filed on October
29, 1993.

(b) Amendment dated August 1, 1994, to the Distribution Agreement by
and between John hancock Mutual Life Insurance Company and John
Hancock Variable Life Insurance Company, dated August 26, 1993,
incorporated by reference from Form N-4 Registration Statement for
John Hancock Variable Annuity Account I (File No. 33-82648), filed
August 10, 1994.

Life Insurance Company and John Hancock Funds, Inc., previously filed
electronically on July 16, 1996.

(d) Form of Soliciting Dealer Agreement between John Hancock Funds, Inc.,
and soliciting broker-dealers or financial institutions participating
in distribution of Contracts (Included as Appendix B to Exhibit
3.(c)).

4. (a) Form of group deferred combination fixed and variable annuity
contract. (To be filed by amendment)

(b) Form of group deferred combination fixed and variable annuity
certificate.(To be filed by amendment)

(d) Form of nursing home waiver of CDSL rider.(To be filed by amendment)

(e) Form of one year stepped-up death benefit rider.(To be filed by
amendment)

(f) Form of accidental death benefit rider.(To be filed by amendment)

5. Form of contract application.(To be filed by amendment)

6. (a) Articles of Organization and By-Laws of John Hancock Variable Life
Insurance Company incorporated by reference from Form S-1 Registration
Statement of John Hancock Variable Life Insurance Company (File No.
33-62895) filed electronically on September 25, 1995.

7. Not Applicable.

8. Form of Responsibility and Cost Allocation Agreement Between John
Hancock Mutual Life Insurance Company and John Hancock Funds, Inc.
previously filed electronically on July 16, 1996.

9. Opinion and consent of counsel, previously filed electronically on
July 16, 1996.

10.(a) Representation of counsel (To be filed by amendment).

(b) Consent of independent auditors (To be filed by amendment).

(c) Powers of Attorney for all directors except Ronald J. Bocage,
incorporated by reference from Form S-1 Registration Statement for
John Hancock Variable Life Insurance Company (File No. 33-62895) filed
September 25, 1995. Power of Attorney for Ronald J. Bocage,
incorporated by reference from Form 10-k annual report for John
Hancock Variable Life Insurance Company (File No. 33-62895) filed on
March 28, 1997.

11. Not Applicable.

12. Not Applicable.
<PAGE>

13. Diagram of Subsidiaries of John Hancock (Incorporated by reference
from Post Effective Amendment No. 5 to John Hancock Variable Annuity
Account H's Registration Statement filed on April 29, 1999).

14. Not Applicable.

27. Not Applicable.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Directors Position with Depositor
--------- -----------------------
<S> <C>
David F. D'Alessandro Chairman of the Board
Michele G. Van Leer Vice Chairman of the Board and President
Robert S. Paster Director
Joseph A. Tomlinson Vice President and Director
Robert R. Reitano Director
Barbara L. Luddy Director and Actuary
Ronald J. Bocage Director, Vice President and Counsel
</TABLE>

The business address for each of the above-named officers and directors

<TABLE>
<CAPTION>
Executive Officers
- ------------------
<S> <C>
Daniel L. Ouellette Vice President, Marketing
Patrick F. Smith Controller
</TABLE>

The principal business address for each of the above-named directors and
officers of John Hancock is John Hancock Variable Life Insurance Company, John
Hancock Place, P.O. Box 111, Boston, MA 02117.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT

The Registrant is a separate account of John Hancock Variable Life Insurance
Company ("Company"), operated as a unit investment trust. The Registrant
supports benefits payable under the Company's variable annuity contracts by
investing in shares of John Hancock Declaration Trust ("Trust") a "series" type
of mutual fund, registered under the Investment Company Act of 1940 ("Act") as
an open-end management investment company. The Company may purchase Trust shares
to provide initial capital for the Trust. The Registrant and other separate
accounts of the Company, John Hancock Mutual Life Insurance Company ("JMVLICO"),
and other unaffiliated life insurance companies will own all of the Trust's
other outstanding shares for the foreseeable future. The purchasers of variable
annuity and any variable life insurance contracts, in connection with which the
Trust is used, will have the opportunity to instruct the Company and JHMLICO
with respect to the voting of the shares of the Trust held by the Registrant as
to certain matters. Subject to the voting instructions, the Company will control
the Registrant.
<PAGE>

A diagram of the subsidiaries of JHMLICO is incorporated by reference from
Exhibit 13 to Post-Effective Amendment No. 5 to Form N-4 Registration Statement
of John Hancock Variable Annuity Account H (File No. 333-08345) filed April 29,
1999.

ITEM 27. NUMBER OF CONTRACT OWNERS

Registrant had 3,619 Contract Owners as of March 31, 1999.

ITEM 28. INDEMNIFICATION

Pursuant to Article 9 of the Company's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, the Company indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of the Company.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Securities Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) JHFI acts as principal underwriter, depositor, sponsor or investment adviser
for the following investment companies:

John Hancock Investment Trust
John Hancock Investment Trust II
John Hancock Investment Trust III
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock Bond Trust
John Hancock California Tax-Free Income Fund
John Hancock Capital Series
John Hancock Institutional Series Trust
John Hancock Variable Series Trust I
John Hancock Sovereign Bond Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Series Fund
John Hancock Tax-Free Bond Trust
John Hancock World Fund
John Hancock Declaration Trust
John Hancock Variable Annuity Account JF
John Hancock Variable Annuity Account H
<PAGE>

John Hancock Variable Annuity Account V (with respect to certain contracts)

(b) The following lists the names and positions with underwriter of the
directors and officers of JHFI.

Foster L. Aborn Director
Edward J. Boudreau, Jr. Director and Chairman
Stephen L. Brown Director
David F. D'Alessandro Director
John M. DeCiccio Director
William C. Fletcher Director
Robert G. Freedman Director
Anne C. Hodsdon Director
David A. King Director
Jeanne M. Livermore Director
Thomas E. Moloney Director
Richard S. Scipione Director
Robert H. Watts Director
Edward J. Boudreau, Jr. Chairman, President and Chief Executive Officer
James V. Bowhers President
Robert H. Watts Executive Vice President and Chief Compliance Officer
Osbert M. Hood Senior Vice President and Chief Financial Officer
John A. Morin Vice President and Secretary
Anne C. Hodsdon Executive Vice President
Anthony P. Petrucci Executive Vice President
Kathleen M. Graveline Senior Vice President
Richard O. Hansen Senior Vice President
Keith Hartstein Senior Vice President
Peter Mawn Senior Vice President
Charles H. Womack Senior Vice President
J. William Benintende Vice President
Gary Cronin Vice President
Renee Humphrey Vice President
Susan S. Newton Vice President
Kristine Pancare Vice President
Karen F. Walsh Vice President
Griselda Lyman Vice President
Mary Ellen Higgins Second Vice President
Arthur J. Holzman, Jr. Second Vice President and Assistant Treasurer
Marty Thomas Second Vice President
William H. King Assistant Treasurer
Andrew R. Lynch Assistant Treasurer
Theresa Apruzzese Assistant Secretary
Carmen M. Pelissier Assistant Secretary

The business address for each of the above-named officers and directors is John
Hancock Funds, Inc., 101 Huntington Avenue, Boston, Massachusetts 02199-7603.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
<PAGE>

The following entities prepare, maintain, and preserve the records required by
Section 31(a) of the Act for the Registrant through written agreements between
the parties to the effect that such services will be provided to the Registrant
for such periods prescribed by the Rules and Regulations of the Commission under
the Act and such records will be surrendered promptly on request:

The Company, John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117,
prepares, maintains and preserves all other records required by Section 31(a) of
the Act.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.

(b) Registrant hereby undertakes to include as part of any application to
purchase a Contract offered by the prospectus a space that an applicant can
check to request a Statement of Additional Information, or to provide a
toll-free telephone number that applicants may call for this purpose.

(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.

(d) Registrant represents that, in connection with the sale of the Contracts
offered pursuant to this Registration Statement, it has complied with the
conditions of the SEC no-action letter regarding the purchase of variable
annuity contracts under retirement plans meeting the requirements of Section
403(b) of the Internal Revenue Code (American Council of Life Insurance (pub.
avail. Nov. 28, 188)). Specifically, Registrant (1) has included appropriate
disclosure regarding the redemption restrictions imposed by Section 403(b)(11)
in the prospectus; (2) will include appropriate disclosure regarding the
redemption restrictions imposed by Section 403(b)(11) in any sales literature
used in connection with the offer of the Contracts; (3) will instruct sales
representatives specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of potential plan participants; and (4) will
obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (a) the restrictions on
redemptions imposed by Section 403(b)(11) and (b) the investment alternatives
available under the employer's Section 403(b) arrangement to which the
participant may elect to transfer his Accumulated Value or Surrender Value.

(e) John Hancock Variable Life Insurance Company represents that the fees and
charges deducted under the Contracts, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant has caused this amendment to the registration statement to be
signed on its behalf, in the City of Boston and the Commonwealth of
Massachusetts, on the 17th day of June, 1999.

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
(REGISTRANT)

By John Hancock Variable Life Insurance Company

By /s/Michele G. Van Leer
----------------------
Michele G. Van Leer
Chief Executive Officer

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(DEPOSITOR)

By /s/Michele G. Van Leer
----------------------
Michele G. Van Leer
Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Patrick F. Smith Controller (Principal June 17, 1999
- -------------------- Financial Officer and
Patrick F. Smith Principal Accounting
Officer)

/s/ Michele G. Van Leer Chief Executive Officer June 17, 1999
- -----------------------
Michele G. Van Leer

</TABLE>

as
Attorney-in-Fact
For:

David F. D'Alessandro Chairman of the Board
Robert S. Paster Director
Thomas J. Lee Director
Malcolm Cheung Director
Joseph A. Tomlinson Director
Barbara L. Luddy Director
Ronald J. Bocage Director
<PAGE>

Robert R. Reitano Director