HANCOCK JOHN VARIABLE LIFE ACCOUNT U
485BPOS, 1997-04-28
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<PAGE>
 
As filed with the Securities and Exchange Commission on April 28, 1997

                                             Registration No. 2-68061
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                    FORM S-6
                       Post-Effective Amendment No. 24 to
                          Registration Statement Under
                           THE SECURITIES ACT OF 1933
                             ----------------------

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U
                             (Exact name of trust)

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                              (Name of depositor)

                               JOHN HANCOCK PLACE
                          BOSTON, MASSACHUSETTS 02117
         (Complete address of depositor's principal executive offices)
                              --------------------

                            RONALD J. BOCAGE, ESQ.
                   JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
                       JOHN HANCOCK PLACE, BOSTON, 02117
                (Name and complete address of agent for service)
                              --------------------

                                    Copy to:
                              GARY O. COHEN, ESQ.
                        Freedman, Levy, Kroll & Simonds
                         1050 Connecticut Avenue, N.W.
                            Washington, D.C.  20036
                              --------------------

It is proposed that this filing become effective(check appropriate box)

 [ ]immediately upon filing pursuant to paragraph (b) of Rule 485
 ---                                                             
 [X]on May 1, 1997 pursuant to paragraph (b) of Rule 485
 ---                                                   
 [ ]60 days after filing pursuant to paragraph (a)(1) of Rule 485
 ---                                                             
 [ ]on (date) pursuant to paragraph (a)(1) of Rule 485
 ---                                                  

If appropriate check the following box

 [ ]this post-effective amendment designates a new effective date for a
 ---
previously filed amendment

Pursuant to the provisions of Rule 24f-2, Registrant has registered an
indefinite amount of the securities being offered and filed its Notice for
fiscal year 1996 pursuant to Rule 24f-2 on February 26, 1997.

<PAGE>
 
                             CROSS-REFERENCE TABLE

<TABLE> 
<CAPTION> 


Form N-8B-2 Item                 Caption in Prospectus
- ----------------                 ---------------------
<S>                              <C> 
1, 2                             Cover, The Account and The Series
                                 Fund, JHVLICO and John Hancock

3                                Inapplicable

4                                Cover, Distribution of Policies

5,6                              The Account and The Series Fund, State
                                 Regulation

7, 8, 9                          Inapplicable
 
10(a),(b),(c),(d),(e)            Principal Policy Provisions
 
10(f)                            Voting Privileges
 
10(g),(h)                        Changes in Applicable Laws--Funding  and otherwise

10(i)                            Appendix--Other Policy
                                 Provisions, The Account and
                                 The Series Fund

11, 12                           Summary of Policies, The Account and  
                                 The SeriesFund, Distribution of Policies
                                           
13                               Charges and Expenses,
                                 Appendix--Illustration of Death
                                 Benefits, Cash Values
                                 and Accumulated Premiums
 
14, 15                           Summary of Policies, Premiums
 
16                               The Account and The Series Fund
 
17                               Summary of Policies, Principal
                                 Policy Provisions

18                               The Account and The Series Fund,
                                 Tax Considerations

19                               Reports

20                               Changes in Applicable Law--Funding and
                                 Otherwise

21                               Principal Policy Provisions

22                               Principal Policy Provisions

23                               Distribution of Policies

24                               Not Applicable

25                               JHVLICO and John Hancock

26                               Not Applicable

27,28,29,30                      JHVLICO and John Hancock, Management
 
31,32,33,34                      Not Applicable

35                               JHVLICO and John Hancock

37                               Not Applicable

38,39,40,41(a)                   Distribution of Policies,
                                 JHVLICO and John Hancock,
                                 Charges and Expenses

42, 43                           Not Applicable

44                               The Account and The Series Fund,
                                 Principal Policy Provisions,
                                 Appendix--Illustration of Death
                                 Benefits,Cash Values
                                 and Accumulated Premiums

45                               Not Applicable

46                               The Account and The Series Fund,
                                 Principal Policy Provisions,
                                 Appendix--Illustration of Death
                                 Benefits, Surrender Values
                                 and Accumulated Values
 
47, 48, 49, 50                   Not Applicable

51                               Principal Policy Provisions,
                                 Appendix--Other Policy
                                 Provisions

52                               The Account and The Series Fund,
                                 Changes in Applicable Law--Funding and
                                 Otherwise

53,54,55                         Not Applicable

56,57,58                         Not Applicable

59                               Financial Statements
</TABLE> 
<PAGE>
 
                     [LOGO OF JOHN HANCOCK APPEARS HERE]
                                 Variable Life
                               Insurance Company
                                               (JHVLICO)
 
                ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICIES
                     JOHN HANCOCK VARIABLE LIFE ACCOUNT U
                               
                            JOHN HANCOCK PLACE     
                          
                       BOSTON, MASSACHUSETTS 02117     
                         
                      JOHN HANCOCK SERVICING OFFICE:     
                                  
                               P.O. BOX 111     
                          
                       BOSTON, MASSACHUSETTS 02117     
 
                  TELEPHONE 1-800-REAL LIFE (1-800-732-5543)
                               FAX 617-572-5410
                             
                          PROSPECTUS MAY 1, 1997     
 
 
  The annual premium variable life Policies described in this prospectus can
be funded, at the discretion of the Owner, by one or more of seven subaccounts
of John Hancock Variable Life Account U ("Account"). The assets of each
subaccount will be invested in a corresponding Portfolio of John Hancock
Variable Series Trust I ("Fund"), a mutual fund advised by John Hancock Mutual
Life Insurance Company ("John Hancock").
   
  The prospectus for the Fund, which is attached to this Prospectus, describes
the investment objectives, policies and risks of investing in a number of
Portfolios of the Fund. Of these Portfolios, only the Growth & Income
Portfolio, Sovereign Bond Portfolio, Money Market Portfolio, Large Cap Growth
Portfolio, Managed Portfolio, Real Estate Equity Portfolio and International
Equities Portfolio and their corresponding subaccounts are available to Owners
of the Policies described in this Prospectus.     
 
  Replacing existing insurance with a Policy described in this prospectus may
not be to your advantage.
 
       THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
     IT IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS FOR THE FUND.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>   
<CAPTION>
                                                                           Page
<S>                                                                        <C>
SUMMARY OF POLICIES.......................................................   1
JHVLICO AND JOHN HANCOCK..................................................   5
THE ACCOUNT AND THE SERIES FUND...........................................   5
  The Account.............................................................   5
  The Series Fund.........................................................   6
PRINCIPAL POLICY PROVISIONS...............................................   7
  Death Benefit...........................................................   8
  Account Net Investment Rate (ANIR)......................................   9
  Annual Dividends........................................................  10
  Surrender Value.........................................................  10
  Loan Provision and Indebtedness.........................................  11
  Premiums................................................................  12
  Investment Option.......................................................  13
  Transfer Option.........................................................  13
  Default and Options on Lapse............................................  13
  Exchange of Policy During First 24 Months...............................  14
CHARGES AND EXPENSES......................................................  15
  Charges Deducted from Premiums..........................................  15
  Expenses Charged to Account.............................................  16
  Guarantee of Premiums and Certain Charges...............................  16
DISTRIBUTION OF POLICIES..................................................  17
TAX CONSIDERATIONS........................................................  18
  Policy Proceeds.........................................................  18
  Charge for JHVLICO's Taxes..............................................  18
  Corporate and H.R. 10 Plans.............................................  18
MANAGEMENT................................................................  19
THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JHVLICO..................  19
VOTING PRIVILEGES.........................................................  19
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE..........................  20
REPORTS...................................................................  20
STATE REGULATION..........................................................  21
LEGAL MATTERS.............................................................  21
REGISTRATION STATEMENT....................................................  21
EXPERTS...................................................................  21
FINANCIAL STATEMENTS......................................................  21
APPENDIX--OTHER POLICY PROVISIONS.........................................  52
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, CASH VALUES AND ACCUMULATED
 PREMIUMS.................................................................  54
</TABLE>    
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
<PAGE>

- --------------------------------------------------------------------------------
   THE PURPOSE OF THE POLICIES IS TO PROVIDE INSURANCE PROTECTION FOR THE
 BENEFICIARY NAMED IN THE POLICY.
 
   NO CLAIM IS MADE THAT THE POLICIES ARE IN ANY WAY SIMILAR OR COMPARABLE
 TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
- --------------------------------------------------------------------------------

                              SUMMARY OF POLICIES
 
WHAT ARE THE VARIABLE LIFE INSURANCE POLICIES BEING OFFERED?
   
  JHVLICO issues variable life insurance policies. The Policies described in
this prospectus are fixed annual premium policies. JHVLICO also issues
scheduled annual premium policies that provide for additional premium
flexibilities. These other policies are offered by means of another
prospectus, but use the same underlying Fund.     
 
  As explained below, the death benefit under the Policies increases or
decreases monthly; the cash value increases or decreases daily. The Policies,
therefore, differ from ordinary fixed-benefit life insurance in the way they
work. However, the Policies are the same as ordinary fixed-benefit life
insurance in providing lifetime protection against economic loss resulting
from the death of the person insured. So, the Policies are primarily insurance
and not investments.
   
  The Policies work generally as follows: A fixed premium is made to JHVLICO
each year. JHVLICO takes from the premium an amount for expenses. JHVLICO then
places the rest of the premium into one or more of the seven subaccounts of
the Account that are currently available under the Policies. The owner of the
Policy (the "Owner") decides how much goes into each subaccount. The assets in
each subaccount, other than assets attributable to policy loans, are invested
in shares of the corresponding Portfolio of the Fund. The seven Portfolios
currently available are Growth & Income Portfolio, Sovereign Bond Portfolio,
Money Market Portfolio, Large Cap Growth Portfolio, Managed Portfolio, Real
Estate Equity Portfolio and International Equities Portfolio. During the year
JHVLICO takes certain charges from each subaccount and credits or charges each
subaccount with its respective investment performance. Costs of insurance,
which are deducted from each Policy's cash value, vary monthly with the
attained age of the insured and with the Variable Sum Insured.     
 
  The death benefit increases or decreases monthly depending on the investment
experience of the subaccounts to which premiums are allocated. In general, if
the net investment experience is more favorable than 4 1/2% per year, the
death benefit will increase, and, if less than 4 1/2% per year, the death
benefit will decrease. However, JHVLICO guarantees that, regardless of the
investment experience, the death benefit will never be less than the amount
originally purchased. (This is called the Guaranteed Minimum Death Benefit.)
The Owner, therefore, bears the investment risk for the amount above the
Guaranteed Minimum Death Benefit, and JHVLICO bears the investment risk for
the Guaranteed Minimum Death Benefit.
   
  The Owner may surrender a Policy for its cash value (the "Policy Cash
Value") at any time while the insured is living. The Policy Cash Value is
initially the amount of the premium that JHVLICO places in the Account, as
explained above. The Policy Cash Value increases or decreases daily depending
on the investment experience. However, JHVLICO does not guarantee a minimum
amount of Policy Cash Value. Therefore, the Owner bears the investment risk
for the Policy Cash Value. If the Owner surrenders in the early policy years,
the amount of Policy Cash Value would be low (as compared with the premiums
accumulated with interest), and, consequently, the insurance protection
provided prior to surrender would be costly.     
 
                                       1
<PAGE>
 
   
  This Prospectus describes three types of Policies being offered by JHVLICO:
a Variable Whole Life Policy, a Variable Whole Life P 50 Policy and a Variable
Whole Life 100 Policy. The minimum death benefit that may be bought is $25,000
for the Whole Life Policy, $50,000 for the Whole Life P 50 Policy and $100,000
for the Whole Life 100 Policy. For the Whole Life Policy and the Whole Life P
50 Policy, all persons insured must meet certain health and other criteria
called "underwriting standards." All persons insured under the Whole Life 100
Policy must meet "preferred risk" and non-smoking underwriting standards. All
Policies may be issued on insureds between ages of 0 and 75. Discounts are
available to insureds meeting non-smoking underwriting criteria.     
 
WHAT IS THE AMOUNT OF THE PREMIUMS?
   
  Premiums are fixed and level and do not vary with the Account's investment
experience. The amount of the premium depends on the type of Policy, the
Policy's Initial Sum Insured, the insured's age, sex and smoking habits, and
the frequency of premium payments. Premiums are payable annually or more
frequently over the insured's lifetime. Additional premiums are charged for
Policies in cases involving extra mortality risks and for additional insurance
benefits. There is a 31-day grace period in which to make premium payments due
after the first. (See "Premiums".)     
 
WHAT IS JOHN HANCOCK VARIABLE LIFE ACCOUNT U?
   
  The Account is a separate investment account of JHVLICO, operated as a unit
investment trust, which supports benefits payable under certain of its
variable life insurance policies. There are currently eighteen subaccounts
within the Account, but only seven of those subaccounts are currently
available to the Policies described in this Prospectus. Each is invested in a
corresponding Portfolio of John Hancock Variable Series Trust I, a "series"
type of mutual fund. The seven Portfolios of the Fund which are currently
available are Growth & Income Portfolio, Sovereign Bond Portfolio, Money
Market Portfolio, Large Cap Growth Portfolio, Managed Portfolio, Real Estate
Equity Portfolio and International Equities Portfolio.     
          
  The Fund pays John Hancock a fee for providing investment management
services to each of its Portfolios. The Fund also pays for certain non-
advisory Fund expenses. The figures in the following chart are expressed as a
percentage of each Portfolio's average daily net assets. The figures reflect
the investment management fees currently payable and the 1996 non-advisory
expenses that would have been allocated to the Fund under the allocation rules
currently in effect.     
 
<TABLE>   
<CAPTION>
                                              Other   Total Fund   Other Fund
                                Investment     Fund   Operating  Expenses Absent
          Portfolio           Management Fee Expenses  Expenses  Reimbursement*
          ---------           -------------- -------- ---------- ---------------
<S>                           <C>            <C>      <C>        <C>
Managed......................     0.34%       0.03%     0.37%          N/A
Growth & Income..............     0.25%       0.03%     0.28%          N/A
Large Cap Growth.............     0.40%       0.05%     0.45%          N/A
Real Estate Equity...........     0.60%       0.11%     0.71%          N/A
International Equities.......     0.60%       0.18%     0.78%          N/A
Sovereign Bond...............     0.25%       0.06%     0.31%          N/A
Money Market.................     0.25%       0.07%     0.32%          N/A
</TABLE>    
- --------
   
* John Hancock reimburses a Portfolio when the Portfolio's Other Expenses
  exceed 0.25% of the Portfolio's average daily net assets.     
 
  For a full description of the Fund, see the prospectus for the Fund attached
to this Prospectus.
 
                                       2
<PAGE>
 
WHAT CHARGES ARE DEDUCTED FROM THE PREMIUM IN DETERMINING THE AMOUNT ALLOCATED
TO THE SUBACCOUNTS?
 
  A modal net premium is allocated by JHVLICO from its general account to one
or more of the subaccounts on the premium due date. The modal net premium for
each Policy year is the actuarial equivalent, for the premium payment interval
in effect, of the basic annual premium for a standard or preferred mortality
risk payable for such year, less the charges deducted for sales loads, state
premium taxes, annual administrative expenses, contributions for dividends and
risk charge ("modal net premium"). An additional deduction for administrative
expenses in connection with the issuance of a Policy is made in the first
Policy year. Additional premiums are charged for Policies where the insured is
classified as a substandard mortality risk and a portion of these premiums may
be allocated to the subaccounts from time to time to support the reserves for
extra mortality risks. The additional premiums for extra mortality risks are
determined such that the Policy Cash Value for a substandard risk policy is
the same as for a comparable standard risk policy.
   
  The charges deducted from premiums are for administrative expenses ($50 in
each Policy year plus a one-time charge the first Policy year of as much as
$13 per $1,000 of initial guaranteed minimum death benefit), sales expenses
(which during the first two Policy years shall not exceed 30% of the basic
annual premium paid during the first Policy year plus 10% of the basic annual
premium paid for the second Policy year and which, including sales expenses in
the third and later Policy years, average up to 9% over 20 years), state
premium taxes (2 1/2% of the basic annual premium), the risk that the death
benefit payable will be the guaranteed minimum death benefit rather than a
lesser amount (approximately 3% of the basic annual premium) and for dividends
(approximately 5-9% of the basic annual premium). See "Charges Deducted from
Premiums".     
 
WHAT ARE THE OTHER CHARGES?
   
  Charges are made against each subaccount for the mortality and expense risks
assumed by JHVLICO (at an effective annual rate of .50% of the assets of the
subaccount). The Policy Cash Value is charged monthly for the cost of
insurance for the insured (at varying levels). See "Expenses Charged to
Account".     
 
HOW ARE AMOUNTS ALLOCATED TO EACH SUBACCOUNT?
   
  At issue and subsequently thereafter the Owner will have the option of
deciding what percentage or amount of the reserves held for the Policy will be
invested in the seven subaccounts. (See "Investment Option" and "Transfer
Option".)     
 
ARE DIVIDENDS PAID ON THE POLICIES?
   
  Beginning two or three years after issue, depending on the form of Policy
purchased, JHVLICO expects to pay dividends on each policy anniversary. (See
"Annual Dividends".)     
 
WHAT COMMISSIONS ARE PAID TO AGENTS?
 
  The Policies are sold through agents who are licensed by state authorities
to sell JHVLICO's insurance policies. Agent's commissions for the first Policy
year do not exceed a maximum of 55% of the premiums paid. Commissions payable
for later years are described under "Distribution of Policies". Sales expenses
in any year are not equal to the deduction for sales load in that year.
Rather, total sales expenses under the Policies are intended to be recovered
over the lifetimes of the insureds covered by the Policies.
 
                                       3
<PAGE>
 
HOW DOES THE DEATH BENEFIT VARY IN RELATION TO THE SUBACCOUNTS' INVESTMENT
EXPERIENCE?
   
  The Death Benefit during the first policy month is equal to the Initial Sum
Insured shown on the Policy at issue and thereafter will vary monthly
depending on the subaccounts' rates of return after charges against the
subaccounts' (the "Account Net Investment Rate"). In general, if the Account
Net Investment Rate on an annual basis is greater than 4 1/2% the Death
Benefit will increase and if less than 4 1/2% the Death Benefit will decrease
(but never less than the Guaranteed Minimum Death Benefit.) (See "Death
Benefit".)     
 
HOW DOES THE POLICY CASH VALUE VARY IN RELATION TO THE SUBACCOUNTS' INVESTMENT
EXPERIENCE?
   
  In general, the Policy Cash Value for any day equals the Policy Cash Value
for the previous day, increased by any modal net premium placed in the
subaccounts for the Policy and decreased by any charge for the cost of
insurance for the insured, accumulated at the subaccounts' rates of return
after charges against the subaccounts. The Policy Cash Value for substandard
risk policies is the same as for comparable standard risk policies. (See
"Surrender Value".)     
 
WHAT IS THE LOAN PROVISION AND HOW DOES A LOAN AFFECT THE DEATH BENEFIT AND
POLICY CASH VALUE?
   
  The Owner may obtain a Policy loan of up to 90% of the Policy Cash Value.
Interest charged on any loan will accrue and compound daily either at an
annual rate determined by JHVLICO at the start of each Policy Year (Variable
Loan Interest Rate) or, at the election of the Owner or in jurisdictions where
a Variable Loan Interest Rate is not available, at an effective annual rate of
8%. A loan plus accrued interest may be repaid at the discretion of the Owner
in whole or in part in accordance with the terms of the Policy.     
   
  While a loan is outstanding, the portion of the Policy Cash Value equal to
the loan plus accrued interest is credited with the Policy Loan Rate (the
Fixed or Variable Loan Interest Rate less an amount not exceeding 2%, assuming
no taxes) rather than the subaccounts' net investment experience during such
period. Therefore, the Death Benefit above the Guaranteed Minimum Death
Benefit and the Policy Cash Value are permanently affected by any loan,
whether or not it is repaid in whole or in part. Also, the amount of any
outstanding loan plus accrued interest is subtracted from the Death Benefit or
Policy Cash Value otherwise payable. (See "Loan Provision and Indebtedness".)
    
IS THERE A SHORT-TERM CANCELLATION RIGHT?
 
  The Owner may surrender this Policy by delivering or mailing it within 45
days after the date of Part A of the application, or within 10 days after
receipt of the Policy by the Owner, or within 10 days after mailing by JHVLICO
of the Notice of Withdrawal Right, whichever is latest, to JHVLICO at Boston,
Massachusetts, or to the agent or agency office through which it was
delivered. Immediately on such delivery or mailing, the Policy shall be deemed
void from the beginning. Any premium paid on it will be refunded.
 
CAN A POLICY BE EXCHANGED FOR A FIXED BENEFIT LIFE INSURANCE POLICY?
   
  Within twenty four months after a Policy's issue date, the Policy may be
exchanged without evidence of insurability for a fixed benefit policy on the
life of the Insured having the same face amount as the Initial Sum Insured of
the Policy. (See "Exchange of Policy During First 24 Months".)     
 
                                       4
<PAGE>
 
ARE THE BENEFITS UNDER A POLICY SUBJECT TO FEDERAL INCOME TAX?
   
  There has been a determination by the Internal Revenue Service that death
benefits payable under variable life insurance policies (which appear to be
similar to those described in this Prospectus in all material respects) are
excludable from the beneficiary's gross income for Federal tax purposes. It is
also believed that an Owner will not be deemed to be in constructive receipt
of the cash values of his or her Policy until its actual surrender. The
benefits under Policies described in this Prospectus are expected to receive
the same tax treatment under the Internal Revenue Code of 1986 as benefits
under traditional fixed-benefit life insurance policies. (See "Tax
Considerations".)     
 
IS THERE A CHARGE AGAINST THE ACCOUNT FOR FEDERAL INCOME TAX?
   
  Currently no charge is made against any subaccount for Federal income taxes
but if JHVLICO incurs, or expects to incur, income taxes attributable to any
subaccount or this class of Policies in future years, it reserves the right to
make a charge. JHVLICO expects that it will continue to be taxed as a life
insurance company. (See "Charge for JHVLICO's Taxes".)     
 
                           JHVLICO AND JOHN HANCOCK
 
  JHVLICO, a stock life insurance company chartered in 1979 under
Massachusetts law, is authorized to transact a life insurance and annuity
business in Massachusetts and all other states. JHVLICO began selling variable
life insurance policies in 1980.
   
  JHVLICO is a wholly-owned subsidiary of John Hancock, a company chartered in
Massachusetts in 1862. Its Home Office is at John Hancock Place, Boston,
Massachusetts 02117. John Hancock's assets are approximately $59 billion and
it has invested over $380 million in JHVLICO in connection with JHVLICO's
organization and operations. It is anticipated that John Hancock will from
time to time make additional capital contributions to JHVLICO to enable it to
meet its reserve requirements and expenses in connection with its business and
John Hancock is committed to make additional capital contributions if
necessary to ensure that JHVLICO maintains a positive net worth.     
 
                        THE ACCOUNT AND THE SERIES FUND
 
THE ACCOUNT
 
  The Account, a separate account established under Massachusetts law, meets
the definition of "separate account" under the Federal securities laws and is
registered as a unit investment trust under the Investment Company Act of 1940
("1940 Act").
 
  The Account's assets are the property of JHVLICO. Each Policy provides that
the portion of the Account's assets equal to the reserves and other
liabilities under the Policy shall not be chargeable with liabilities arising
out of any other business JHVLICO may conduct. In addition to the assets
attributable to variable life policies, the Account's assets include assets
derived from daily charges made by JHVLICO and, possibly, funds previously
contributed by JHVLICO. From time to time these additional assets may be
transferred in cash by JHVLICO to its general account. Before making any such
transfer, JHVLICO will consider any possible adverse impact the transfer might
have on any subaccount. Additional premiums are charged for Policies where the
insured is classified as a substandard risk and a portion of these premiums
may be allocated to one or more of the subaccounts from time to time to
support the reserves for extra mortality risks.
 
                                       5
<PAGE>
 
  The Account is registered with the Securities and Exchange Commission (the
"Commission") under the 1940 Act. Such registration does not involve the
supervision by the Commission of the management or policies of the Account,
JHVLICO or John Hancock.
   
  There currently are eighteen subaccounts in the Account, but only seven of
those subaccounts are available to the Policies described in this Prospectus.
The assets in each, apart from assets attributable to policy loans, are
invested in a separate class of shares issued by the Fund, but the assets of
one subaccount are not necessarily legally insulated from liabilities
associated with another subaccount. New subaccounts may be added as new
portfolios are added to the Fund and made available to Owners.     
 
THE SERIES FUND
 
  The Fund is a "series" type of mutual fund registered with the Commission as
an open-end diversified management investment company. Pursuant to an
Agreement and Plan of Reorganization and with the approval of the Owners, the
predecessor to the Fund, a Maryland corporation, was dissolved on April 29,
1988 and all of its assets, liabilities and operations were assumed and
carried on by John Hancock Variable Series Trust I, a Massachusetts business
trust organized for that purpose. The Fund serves as the investment medium for
the Account and for other unit investment trust separate accounts established
for other variable life insurance policies and for variable annuity contracts.
(See the attached Fund prospectus for the description of a need to monitor for
possible conflicts and other consequences.) A very brief summary of the
investment objectives of the Portfolios available to the Account is set forth
below.
   
 Growth & Income Portfolio     
   
  The investment objective of this Portfolio is to achieve intermediate and
long-term growth of capital, with income as a secondary consideration. This
objective will be pursued by investments principally in common stocks (and
securities convertible into or with rights to purchase common stocks) of
companies believed to offer growth potential over both the intermediate and
the long term.     
   
 Sovereign Bond Portfolio     
   
  The investment objective of this Portfolio is to provide as high a level of
long-term total rate of return as is consistent with prudent investment risk,
through investment primarily in a diversified portfolio of freely marketable
debt securities. Total rate of return consists of current income, including
interest and discount accruals, and capital appreciation.     
 
 Money Market Portfolio
 
  The investment objective of this Portfolio is to provide maximum current
income consistent with capital preservation and liquidity. It seeks to achieve
this objective by investing in a managed portfolio of high quality money
market instruments.
   
 Large Cap Growth Portfolio     
   
  The investment objective of this Portfolio is to achieve above-average
capital appreciation through the ownership of common stocks (and securities
convertible into or with rights to purchase common stocks) of companies
believed to offer above-average capital appreciation opportunities. Current
income is not an objective of the Portfolio.     
 
                                       6
<PAGE>
 
 Managed Portfolio
   
  The investment objective of this Portfolio is to achieve maximum long-term
total return consistent with prudent investment risk. Investments will be made
in common stocks, convertibles and other equity investments, in bonds and
other fixed income securities and in money market instruments.     
 
 Real Estate Equity Portfolio
 
  The investment objective of this Portfolio is to provide above-average
income and long-term growth of capital by investment principally in equity
securities of companies in the real estate and related industries.
   
 International Equities Portfolio     
 
  The investment objective of this Portfolio is to achieve long-term growth of
capital by investing primarily in foreign equity securities.
   
  John Hancock acts as the investment manager for the Fund. Its indirectly
owned subsidiary, Independence Investment Associates, Inc., with its principal
place of business at 53 State Street, Boston, MA 02109 provides sub-investment
advice with respect to the Growth & Income, Large Cap Growth and Managed
Portfolios. Independence Investment Associates, Inc., also provides sub-
investment advice with respect to the Real Estate Equity Portfolio. Another
indirectly owned subsidiary, John Hancock Advisers, Inc., located at 101
Huntington Avenue, Boston, MA 02199 and its subsidiary, John Hancock Advisers
International, Limited, located at 34 Dover Street, London, England, provide
sub-investment advice with respect to International Equities Portfolio and
John Hancock Advisers, Inc. does likewise with respect to Sovereign Bond
Portfolio.     
 
  John Hancock will purchase and redeem Fund shares for the Account at their
net asset value without any sales or redemption charges. Shares of the Fund
represent an interest in one of the Portfolios of the Fund which corresponds
to the subaccount of the Account. Any dividend or capital gains distributions
received by the Account will be reinvested in Fund shares at their net asset
value as of the dates paid. Any such distribution will result in a reduction
in the value of the Fund shares of the Portfolio from which the distribution
was made. The total net asset value of the Account will not change because of
such distribution, however.
   
  On each Valuation Date, shares of each Portfolio are purchased or redeemed
by John Hancock for each subaccount based on, among other things, the amount
of modal net premiums allocated to the subaccount, dividends and distributions
reinvested, and transfers to, from and among subaccounts, all to be effected
as of that date. Such purchases and redemptions are effected at the net asset
value per Fund share for each Portfolio determined on that same Valuation
Date.     
 
  A full description of the Fund, its investment objectives, policies and
restrictions, its charges, expenses and all other aspects of its operation is
contained in the attached prospectus and the statement of additional
information referred to therein, which should be read together with this
Prospectus.
 
                          PRINCIPAL POLICY PROVISIONS
 
  The discussions which follow under "Death Benefit", "Surrender Value" and
"Loan Provision and Indebtedness" assume that premiums have been duly paid
and, in the case of Death Benefit and Surrender Value that there has been no
Policy loan. Benefits and values are affected if premiums are not paid or if a
Policy loan is made. For the effect of a default in payment of premiums, see
"Default and Options on Lapse", and of a
 
                                       7
<PAGE>
 
loan, see "Loan Provision and Indebtedness". Determinations, applications, and
payments may be deferred, see "Deferral of Determinations and Payments".
 
DEATH BENEFIT
 
  The Death Benefit will be an amount equal to the greater of the Initial Sum
Insured and the Variable Sum Insured on the date of death of the insured. The
Variable Sum Insured is an amount equal to the Initial Sum Insured at issue
and thereafter is the amount of life insurance determined according to the
Valuation Provisions of the Policy.
 
  Guaranteed Minimum Death Benefit. The Guaranteed Minimum Death Benefit is
equal to the Initial Sum Insured on the date of issue of the Policy. JHVLICO
guarantees that, regardless of what the Account earns, the Death Benefit will
never be less than the Guaranteed Minimum Death Benefit.
 
  Changes in Death Benefit. After the first policy month, the Death Benefit is
determined once each policy month on the Monthly Date. (The Monthly Date is
the first day of a policy month which day immediately follows a date which is
a Valuation Date.) The Death Benefit remains level during the policy month
following the determination. The Owner bears the investment risk that the
Death Benefit could decrease on any Monthly Date (but not below the Guaranteed
Minimum Death Benefit) and forgoes any increase in Death Benefit from
favorable investment results until the next Monthly Date.
 
  Changes in the Death Benefit for each policy month are computed by a
formula, filed with the insurance supervisory officials of the jurisdiction in
which the Policy has been delivered or issued for delivery. Under the formula
the difference between the applicable Account Net Investment Rate (ANIR) for
each Valuation Period and the Policy's assumed annual rate of 4 1/2% is
translated, on an actuarial basis, into a change in the Death Benefit.
 
  If the Death Benefit were equal to the Guaranteed Minimum Death Benefit for
a policy month, it would increase above the Guaranteed Minimum Death Benefit
on the next Monthly Date only if the applicable ANIR for the last policy month
were sufficiently greater than a monthly rate equivalent to an annual rate of
4 1/2% to result in such an increase. If the ANIR was equivalent to an annual
rate of less than 4 1/2% and the Death Benefit was greater than the Guaranteed
Minimum Death Benefit, the Death Benefit would be reduced (but not below the
Guaranteed Minimum Death Benefit). The percentage change in the Death Benefit
is not the same as the Account Net Investment Rate.
 
  The changes in Death Benefit may be more readily understood by reference to
the following examples.
   
  Using the Variable Whole Life P50 Policy (Age 25 Years Male--Smoker)
illustrated in this Prospectus and the 6% hypothetical gross annual investment
return assumption (equivalent to an ANIR of 4.85%), the Death Benefit shown at
the end of Policy year 5 would increase to the amount shown at the end of
Policy year 6, as follows:     
 
<TABLE>
     <S>                                                  <C>
     Death Benefit at end of Policy year 5............... $62,736
     Increase in Death Benefit........................... $   322(.51% increase)
     Death Benefit at end of Policy year 6............... $63,058
</TABLE>
 
                                       8
<PAGE>
 
   
  If, instead, the 0% hypothetical gross annual investment return assumption
(equivalent to an ANIR of-1.09%) were used, the Death Benefit shown at the end
of Policy year 5 would decrease to an amount at the end of Policy year 6 as
follows:     
 
<TABLE>
     <S>                                                 <C>
     Death Benefit at end of Policy year 5.............. $62,736
     Decrease in Death Benefit.......................... $   298 (.48% decrease)
     Death Benefit at end of Policy year 6.............. $62,438
</TABLE>
 
  In the case of a Death Benefit which was equal to the Guaranteed Minimum
Death Benefit because the Variable Sum Insured was less than the Guaranteed
Minimum Death Benefit, such Death Benefit would increase on a Monthly Date
only if the ANIR for the last policy month was sufficiently greater than an
equivalent annual rate of 41/2% to result in an increase sufficiently large to
bring the Variable Sum Insured above the Guaranteed Minimum Death Benefit.
 
ACCOUNT NET INVESTMENT RATE (ANIR)
 
  The ANIR for each subaccount in which the Policy reserve is invested is
determined separately for each Policy. The ANIR for a Valuation Period is
determined as of the end of the Valuation Period as a weighted average of the
Policy Loan Rate and the Account Equity Rate and reflects the Policy's
indebtedness allocated to the subaccounts. In the absence of any indebtedness,
the ANIR equals the Account Equity Rate. The ANIR may be positive or negative.
 
 Valuation Date
 
  A Valuation Date is any date on which the New York Stock Exchange is open
for trading and on which the Fund values its shares.
 
 Valuation Period
 
  A Valuation Period is that period of time from the beginning of the day
following a Valuation Date to the end of the next following Valuation Date.
 
 Values during Valuation Periods
 
  The values of the Fund shares in the Account will be determined as of the
end of each Valuation Period and shall be the same for each day of the
Valuation Period.
 
 Account Equity Rate
 
  For each subaccount the Account Equity Rate for a Valuation Period is
determined as of the end of the Valuation Period and reflects the subaccount's
accrued investment income (excluding accrued policy loan interest) and capital
gains and losses, realized or unrealized, of the subaccount for the Valuation
Period, and any applicable income taxes paid or change in any provision for
taxes maintained in the subaccount during the Valuation Period, and a
Valuation Period charge at an effective rate of .50% annually of the value of
the subaccount at the beginning of the Valuation Period.
 
 Policy Loan Rate
 
  For each Policy the Policy Loan Rate for a Valuation Period is determined as
of the end of the Valuation Period and reflects the Policy's accrued Policy
loan interest for the Valuation Period, any applicable income taxes
 
                                       9
<PAGE>
 
paid, or change in any provision for taxes maintained by the Account during
the Valuation Period, and a Valuation Period charge at an effective rate of
not more than 2% annually of the total indebtedness of the Policy at the
beginning of the Valuation Period.
 
ANNUAL DIVIDENDS
 
  These Policies are participating policies which, except while in force as
Fixed Extended Term Insurance, are entitled to the share, if any, of the
divisible surplus which JHVLICO shall annually determine and apportion to
them. Any share will be distributed as a dividend payable annually on the
Policy anniversary beginning not later than the end of the second Policy year
for the Variable Whole Life 100 Policy and not later than the end of the third
Policy year for the Variable Whole Life Policy and Variable Whole Life P50
Policy.
 
  Dividends under participating policies may be described as refunds of
premiums which adjust the cost of a policy to the actual level of cost
emerging over time after the Policy's issue. Thus, participating policies
generally have gross premiums which are higher than those for comparable non-
participating policies. If a Policy is surrendered before dividends become
payable, the Owner does not benefit from having a participating policy.
 
  Both Federal and state law recognize that dividends are considered to be a
refund of a portion of the premium paid and therefore are not treated as
income for Federal or state income tax purposes.
 
  Dividend illustrations published at the time of issue of a Policy reflect
the actual recent experience of the issuing insurance company with respect to
factors such as interest, mortality, and expenses. State law generally
prohibits a company from projecting or estimating future results. State law
also requires that dividends must be based on surplus, after setting aside
certain necessary amounts, and that such surplus must be apportioned equitably
among participating policies. In other words, in principle and by statute,
dividends must be based on actual experience and cannot be guaranteed at issue
of a Policy.
 
  Each year JHVLICO's actuary analyzes the current and recent past experience
and compares it to the assumptions used in determining the premium rates at
the time of issue. Some of the more important data studied includes mortality
and withdrawal rates, investment yield in the general account, and actual
expenses incurred in administering the Policies. Such data is then allocated
to each dividend class, e.g., by year of issue, age, smoking habits and plan.
The actuary then determines what dividends can be equitably apportioned to
each Policy class and makes a recommendation to JHVLICO's Board of Directors.
The Board of Directors, which has the ultimate authority to ascertain
dividends, will vote the amount of surplus to be apportioned to each policy
class, thereby authorizing the distribution of each year's dividend.
 
  Dividend Options. The Owner may in general elect to have any dividend paid
or applied under any one of the following options: paid in cash; applied to
premium payments; left to accumulate with interest of at least 3 1/2% a year;
purchase fixed paid-up insurance; purchase one year term insurance; or
purchase variable paid-up insurance.
 
SURRENDER VALUE
 
  Amount of Policy Cash Value. The Policy Cash Value increases or decreases
depending on the applicable subaccount's investment experience and the
proportion of the Policy's reserve invested in each subaccount. The Policy
Cash Value for any day equals the Policy Cash Value for the previous day,
increased by any modal net premium placed in the subaccounts and decreased by
any charge for the cost of insurance for the insured, accumulated at the
subaccounts' rates of return after charges against the subaccounts. A modal
net premium is
 
                                      10
<PAGE>
 
placed into the subaccounts on the Monthly Date if a premium is due in that
Policy Month. The cost of insurance for the insured is deducted from the
Account on every Monthly Date. No minimum amount of Policy Cash Value is
guaranteed.
 
  Even though the premium is higher for a substandard mortality risk policy
than for a comparable standard risk policy and the premium is lower if a non-
smoker discount has been made available to an insured than in the case of a
comparable standard risk policy, the premium is determined such that the
Policy Cash Value in either instance is the same as the Policy Cash Value for
a standard risk policy of the same age and sex, for the same Initial Sum
Insured and having the same date of issue.
   
  When Policy may be Surrendered. A Policy may be surrendered for its
surrender value at any time while the insured is living. Surrender takes
effect and the surrender value is determined as of the end of the Valuation
Period in which occurs the later of receipt of JHVLICO's Servicing Office of a
signed request and the surrendered policy. The surrender value will be the
Policy Cash Value plus any dividends and interest unpaid or unapplied, and the
cash value of any insurance purchased under any dividend option with an
adjustment to reflect the difference between the gross premium and the net
premium for the period beyond the date of surrender, less any indebtedness.
    
  When Part of Policy may be Surrendered. A Policy may be partially
surrendered in accordance with JHVLICO's rules. The Policy after the partial
surrender must have an Initial Sum Insured at least as great as the minimum
issue size for that type of Policy. The premium and the Guaranteed Minimum
Death Benefit for the Policy will be based on the new Initial Sum Insured.
 
LOAN PROVISION AND INDEBTEDNESS
 
  Loan Provision. Loans may be made at any time a Loan Value is available
after the first Policy year. The Owner may borrow money on completion of a
form satisfactory to JHVLICO assigning the Policy as the only security for the
loan. The Loan Value will be 90% of the total of the Policy Cash Value
(assuming no dividends) and any cash value under the variable paid-up
insurance dividend option, plus any cash value under the fixed paid up
insurance dividend option. Interest accrues and is compounded daily at an
effective annual rate equal to the then applicable Variable Loan Interest
Rate. If the Owner elects the Fixed Loan Interest Rate or the Variable Loan
Interest Rate is unavailable in the Owner's state, interest accrues and is
compounded daily at an effective annual rate of 8%.
 
  The amount of any outstanding loan plus accrued interest is called the
"indebtedness". Except when used to pay premiums, a loan will not be permitted
unless it is at least $100. The Owner may repay all or a portion of any
indebtedness while the insured is living and premiums are being duly paid. Any
loan is charged against the subaccounts in proportion to the Policy Cash Value
allocated to the subaccounts and, upon repayment, the repayment is allocated
to the subaccounts in proportion to the outstanding indebtedness in each
subaccount at such time.
 
  Loan Interest Rates. The Variable Loan Interest Rate is determined annually
for a Policy by JHVLICO. The Fixed Loan Interest Rate is 8% for the life of
the Policy. The Owner, at the time of issue, can elect which loan interest
rate will apply to any Policy Loan. If permitted by the law of the state in
which the Policy is issued, the Owner may change a prior choice of Loan
Interest Rate. If at the time of such request there is outstanding
indebtedness, the change will generally become effective on the next Policy
anniversary.
 
  The Variable Loan Interest Rate determined annually for a Policy will apply
to all indebtedness outstanding during the policy year following the date of
determination. The rate will not exceed the higher of 51/2% or the
 
                                      11
<PAGE>
 
Published Monthly Average (as defined below) for the calendar month which is
two months prior to the month in which the date of determination occurs. The
Published Monthly Average means Moody's Corporate Bond Yield Average as
published by Moody's Investors Service, Inc. or any successor thereto.
   
  Effect of Loan and Indebtedness. A loan does not affect the amount of the
premiums due. While the indebtedness is outstanding, that portion of the
indebtedness attributable to the Account is credited with the Policy Loan Rate
rather than the Account Equity Rate. The Policy Loan Rate is either the Fixed
or Variable Loan Interest Rate less an amount not exceeding 2%, assuming no
taxes. Therefore, the Death Benefit above the Guaranteed Minimum Death
Benefit, the Policy Cash Value and any insurance and cash value under the
variable paid up dividend option are permanently affected by any indebtedness,
whether or not it is repaid in whole or in part. The amount of any outstanding
indebtedness is subtracted from the amount otherwise payable when the Policy
proceeds become payable.     
 
  Whenever the then outstanding indebtedness equals or exceeds the Policy Cash
Value, plus any cash values under a dividend option providing paid-up
insurance, the Policy terminates 31 days after notice has been mailed by
JHVLICO to the Owner and any assignee of record at their last known addresses,
unless a repayment of the excess indebtedness is made within that period.
 
PREMIUMS
   
  Payment Period and Frequency. Premiums are payable annually or more
frequently over the insured's lifetime in accordance with JHVLICO's published
rules and rates. Premiums are payable at JHVLICO's Servicing Office on or
before the due date specified in the Policy. A refund or charge will be made
to effect premium payment to the end of the policy month in which the insured
dies.     
 
  Level Premiums. The level premiums act as an averaging device to cover
expenses which are highest in the early Policy years and the cost of insurance
which increases with age. In the early Policy years premiums are higher than
needed to pay death claims, while in the later years premiums are less than
required to pay the death claims. Also, assets are allocated to JHVLICO's
general account to accumulate as a reserve to cover the contingency that the
insured will die at a time when the Guaranteed Minimum Death Benefit exceeds
the death benefit which would have been payable in the absence of such
guarantee.
 
  Illustration of Premium Rates. The tables below show premium rates on an
annual and special monthly basis for each Policy of various Initial Sums
Insured for various issue ages. Payments may also be made on a semiannual and
quarterly basis. When payments are made on other than an annual basis, the
aggregate premium amounts for a Policy year are higher, reflecting higher
surrender experience and additional billing and collection expenses.
 
                                      12
<PAGE>
 
                  PREMIUMS FOR $1,000 OF INITIAL SUM INSURED
 
<TABLE>
<CAPTION>
                                                    % Excess of Total
                                                     Special Monthly
                                                   Premiums for Policy
                                       Special          Year Over
                      Annual Basis  Monthly Basis    Annual Premiums
                      ------------- -------------- ----------------------
             Initial
Issue          Sum
Age          Insured   Male  Female  Male  Female    Male        Female
- -----        -------- ------ ------ ------ ------- ---------   ----------
VARIABLE WHOLE LIFE (STANDARD MORTALITY RATE)
<S>          <C>      <C>    <C>    <C>    <C>     <C>         <C>
25.......... $ 25,000 $13.02 $12.22  $1.15  $1.08        6.0%         6.1%
               40,000  12.27  11.47   1.08   1.01        5.6          5.7
VARIABLE WHOLE LIFE P50 (STANDARD MORTALITY RATE)
25..........   50,000  11.54  10.77   1.01    .94        5.0          4.7
              100,000  11.04  10.27    .96    .89        4.3          4.0
40..........   50,000  20.95  19.12   1.82   1.66        4.2          4.2
              100,000  20.45  18.62   1.77   1.61        3.9          3.8
VARIABLE WHOLE LIFE 100 (PREFERRED MORTALITY RATE)
25..........  100,000   9.38   9.23    .81    .80        3.6          4.0
40..........  100,000  17.61  17.13   1.52   1.48        3.6          3.7
</TABLE>
 
  Policies issued in certain jurisdictions or in connection with certain
employee plans will not directly reflect the sex of the insured in the premium
rates.
 
INVESTMENT OPTION
   
  The Owner has the option to allocate applicable premiums (other than
premiums for any additional insurance benefits) and dividends under the
variable paid-up insurance dividend option to any of the seven subaccounts.
The Owner must select allocation percentages in whole numbers. The minimum
allocation to a subaccount may not be less than 10% and the total allocated
must equal 100%.     
   
  The initial election must be made by the Owner at the time of completion of
the application for the Policy. The Owner may thereafter change the election
at any time. The change will be effective as to any applicable premiums and
dividends applied after receipt at JHVLICO's Servicing Office of notice
satisfactory to JHVLICO.     
 
TRANSFER OPTION
   
  The Owner may reallocate the amounts held for the Policy in the subaccounts
six times in each Policy year with no charge. The Owner may use either
percentages (in whole numbers) or designate the amount of money to be
transferred between subaccounts. The reallocation must be such that the total
after reallocation equals 100%. The change will be effective at the end of the
Valuation Period in which JHVLICO receives at its Servicing Office notice
satisfactory to JHVLICO.     
 
DEFAULT AND OPTIONS ON LAPSE
 
  A premium unpaid as of its due date is in default, but the Policy provides
for a 31-day grace period for the payment of each premium after the first. The
insurance continues in full force during the grace period but, if the insured
dies during the grace period, the portion of the premium due which is
applicable to the period from the premium due date to the end of the policy
month in which the insured dies is deducted from the amount otherwise payable.
 
                                      13
<PAGE>

 
  Prior to the end of the Valuation Period immediately preceding the 70th day
after the date of default, any Policy values available determined in
accordance with the Policy may be applied as of the date of default under one
of the following options for continued insurance not requiring further payment
of premiums. These options provide for Variable or Fixed Paid-Up Insurance or
Fixed Extended Term Insurance on the life of the insured commencing on the
date of default.
 
  Both the Variable and Fixed Paid-Up Insurance options provide an amount of
paid-up whole life insurance which the available Policy values will purchase.
The amount of Variable Paid-Up Insurance may then increase or decrease in
accordance with the investment experience of the Account. The Fixed Paid-Up
Insurance option provides a fixed and level amount of insurance. The Fixed
Extended Term Insurance option provides a fixed amount of insurance determined
in accordance with the Policy, with the insurance coverage continuing for as
long a period as the available Policy values will purchase.
    
   For example, using the Variable Whole Life P50 Policy (Age 25 years
 Male-Smoker) illustrated in this Prospectus and the 6% hypothetical gross
 annual investment return assumption, if an option was elected and became
 effective at the end of Policy year 5, the insurance coverage provided by
 the options on lapse would be as follows:     
 
<TABLE>
<CAPTION>
        Variable or Fixed
        Paid-Up Whole Life      Fixed Extended Term Insurance
        -----------------       -----------------------------
          Death Benefit      Death Benefit Term in Years and Days
          -------------      ------------- ----------------------
                          or
         <S>                 <C>           <C>
             $10,427            $62,736      12 years 331 days
</TABLE>
- --------------------------------------------------------------------------------
 
  If no option has been elected before the end of the Valuation Period
immediately preceding the 70th day after the date of default, the Fixed
Extended Term Insurance option automatically applies unless the amount of
Fixed Paid-Up Insurance would equal or exceed the amount of Fixed Extended
Term Insurance or unless the insured is a substandard risk, in either of which
cases Fixed Paid-Up Insurance is provided.
 
  If the insured dies after the grace period but before the end of the
Valuation Period immediately preceding the 70th day after the date of default
and prior to any election, and if the Policy is then in force, JHVLICO will
pay a death benefit equal to the greater of the death benefits provided under
Fixed Extended Term Insurance (if available) or Fixed Paid-Up Insurance
determined in accordance with the Policy.
 
  A Policy continued under any option may be surrendered for its cash value
while the insured is living. Loans may be available under the Variable and
Fixed Paid-Up Insurance options, but not under the Fixed Extended Term
Insurance option.
 
  Reinstatement. The Policy may be reinstated in accordance with its terms
(including evidence of insurability satisfactory to JHVLICO and payment of the
required charges) within 3 years after the due date of the first unpaid
premium unless the surrender value has been paid or otherwise exhausted, or
the period of any extended term insurance has expired.
 
EXCHANGE OF POLICY DURING FIRST 24 MONTHS
 
  At any time during the first twenty-four months after the issue date shown
in the Policy while premiums are being duly paid, the Owner may exchange the
Policy without evidence of insurability for the fixed benefit life
 
                                      14
<PAGE>
 
insurance policy specified in the Policy on the insured's life. The new policy
will have the same issue date, issue age, and risk classification for the
insured as the Policy but will be issued by John Hancock. The Sum Insured will
be equal to the Initial Sum Insured. Premiums for the new policy will be based
on the premium rates which were in effect on the issue date of the Policy.
   
  The exchange will be effective on receipt of written notice at JHVLICO's
Servicing Office satisfactory to JHVLICO, the surrender of the Policy, and
payment to JHVLICO of any cost to exchange.     
 
  The exchange shall be subject to an equitable adjustment in premiums, cash
values and dividends to reflect variances, if any, in the premiums, cash
values, and dividends under the Policy and the new policy. Any outstanding
indebtedness must be repaid on or before the effective date of the exchange.
The exchange is subject to the restrictions and limitations stated in the
Policy. The method of calculating the adjustment is filed by JHVLICO with the
appropriate state insurance regulatory authorities and as an exhibit to the
Registration Statement which has been filed with the Commission.
 
  The foregoing description of Policy provisions is qualified by reference to
the specimen Policies which have been filed as exhibits to the Registration
Statement.
 
                             CHARGES AND EXPENSES
 
CHARGES DEDUCTED FROM PREMIUMS
 
  The basic annual premium is the annual premium less the premiums for any
optional insurance benefits, additional charges for extra mortality risks and
a $50 annual administrative charge. Premiums paid more frequently than
annually (modal premiums) are higher.
 
  Annual Administrative Charge. The $50 charge in each Policy year is for
annual administrative expenses, including premium billing and collection,
recordkeeping, processing Death Benefit claims, cash surrenders and Policy
changes, reporting and other communications to Owners and other similar
expense and overhead costs.
 
  The amount allocated to the Account for a Policy equals the basic annual
premium less the charges and deduction listed below.
 
  Charge for Sales Load. A charge not to exceed 9% of the basic annual premium
during the period equal to the lesser of 20 years or the anticipated life
expectancy of the insured named in the Policy based on the 1980 Commissioners
Standard Ordinary Mortality Table. The charge during the first two Policy
years shall not exceed 30% of the basic annual premium paid during the first
Policy year plus 10% of the basic annual premium paid for the second Policy
year. Charges of 10% or less are made for later Policy years. The amount of
the charge in any Policy year cannot be specifically related to sales expenses
for that year. To the extent that sales expenses are not recovered from the
charge for sales load, such expenses may be recovered from other sources,
including any gains attributable to operations with respect to the Policies or
JHVLICO's general assets.
 
  Additional First Year Administrative Charge. A charge in the first Policy
year at the rate of $13 per $1,000 of Initial Sum Insured for a Variable Whole
Life Policy, $7 per $1,000 for a Variable Whole Life P50 Policy and $4 per
$1,000 for a Variable Whole Life 100 policy or a pro rata portion thereof, to
cover administrative expenses in connection with the issuance of the Policy.
Such expenses include medical examination, insurance underwriting costs, and
costs incurred in processing applications and establishing permanent Policy
records. JHVLICO does not expect to profit from this charge.
 
                                      15
<PAGE>
 
  State Premium Tax Charge. A charge equal to 2 1/2% of the basic annual
premium. Premium taxes vary from state to state. The 2 1/2% rate is the
average rate expected to be paid on premiums received in all states over the
lifetimes of the insureds covered by the Policies.
 
  Risk Charge. A charge necessary to cover the risk assumed by JHVLICO that
the Variable Sum Insured will be less than the Guaranteed Minimum Death
Benefit. This charge will vary by age of the insured but averages
approximately 3% of the basic annual premium.
 
  Deduction for Dividends. A deduction for dividends to be paid or credited in
accordance with the dividend scale in effect on the issue date of the Policy.
This deduction will vary by age of the insured and duration of the Policy but
is expected to average approximately 5-9% of the basic annual premium.
 
EXPENSES CHARGED TO ACCOUNT
 
  Charge for Mortality and Expense Risks. A daily charge is made for mortality
and expense risks assumed by JHVLICO at an effective annual rate of .50% of
the value of the Account's assets attributable to the Policies. The mortality
risk assumed is that insureds may live for a shorter period of time than
estimated and, therefore, a greater amount of Death Benefits than expected
will be payable in relation to the amount of premiums received. The expense
risk assumed is that expenses incurred in issuing and administering the
Policies will be greater than estimated. JHVLICO will realize a gain from this
charge to the extent it is not needed to provide for benefits and expenses
under the Policies.
 
  The charge for mortality and expense risks constitutes the Valuation Period
charge. See "Account Net Investment Rate (ANIR)".
 
  Charge for Taxes. Currently no charge is made to the subaccounts for company
Federal income taxes but if JHVLICO incurs, or expects to incur, income taxes
attributable to the subaccounts or this class of Policies in future years, it
reserves the right to make a charge and any charge would affect what the
subaccounts earn. Charges for other taxes, if any, attributable to the
subaccounts may also be made.
   
  Charge for Cost of Insurance. A charge for the cost of insurance for the
insured is deducted each month in advance over the life of the Policy. This
charge is based on the attained age of the insured and the Variable Sum
Insured. The cost of insurance rates for these Policies will not exceed the
rates stated in the 1980 Commissioners Standard Ordinary Mortality Table. The
cost of insurance generally increases over time. The increase in the cost of
insurance deducted reflects the increase in the attained age of the insured.
Each charge reduces the Policy Cash Value. See "Surrender Value".     
   
  Fund Investment Management Fee. The Account purchases shares of the Fund at
net asset value, a value which reflects the deduction from the assets of the
Fund of its investment management fee and of certain non-advisory Fund
operating expenses which are described briefly in the Summary of this
Prospectus. For a full description of these deductions, see the attached
prospectus for the Fund.     
 
GUARANTEE OF PREMIUMS AND CERTAIN CHARGES
 
  JHVLICO guarantees, and may not increase, the amount of the premiums,
charges deducted from premiums and charges to the Account for mortality and
expense risks. JHVLICO further guarantees that the method by which the ANIR is
calculated will not be changed for the life of any policy.
 
                                      16
<PAGE>
 
                           DISTRIBUTION OF POLICIES
          
  Applications are solicited by agents who are licensed by state insurance
authorities to sell JHVLICO's Policies and who are also registered
representatives ("representatives") of John Hancock Distributors, Inc.
("Distributors"), an indirect wholly-owned subsidiary of John Hancock located
at 197 Clarendon Street, Boston, MA 02117, or other broker-dealer firms, as
discussed below. John Hancock performs insurance underwriting and determines
whether to accept or reject the application for a Policy and each insured's
risk classification. Pursuant to a sales agreement among John Hancock,
Distributors, JHVLICO, and the Account, Distributors acts as the principal
underwriter of the Policies. The sales agreement will remain in effect until
terminated upon sixty days' written notice by any party. JHVLICO will make the
appropriate refund if a Policy ultimately is not issued or is returned under
the short-term cancellation provision. Officers and employees of John Hancock
and JHVLICO are covered by a blanket bond by a commercial carrier in the
amount of $25 million.     
   
  Distributors' representatives are compensated for sales of the Policies on a
commission and service fee basis by Distributors, and JHVLICO reimburses
Distributors for such compensation and for other direct and indirect expenses
(including agency expense allowances, general agent, district manager and
supervisor's compensation, agent's training allowances, deferred compensation
and insurance benefits of agents, general agents, district managers and
supervisors, agency office clerical expenses and advertising) actually
incurred in connection with the marketing and sale of the Policies.     
   
  The maximum commission payable to a Distributors representative for selling
a Policy is 14% of the target premium paid in each of the first 10 Policy
years, and 3% of the target premium paid in each year thereafter. The maximum
commission on any premium paid in any Policy year in excess of the target
premium is 2%.     
   
  In addition, Distributors' representatives may earn "credits" toward
qualification for attendance at certain business meetings sponsored by John
Hancock.     
   
  Representatives with less than four years of service with Distributors and
those compensated on salary plus bonus or level commission programs may be
paid on a different basis. Representatives who meet certain productivity and
persistency standards with respect to the sale of policies issued by JHVLICO
and John Hancock will be eligible for additional compensation.     
   
  Distributors is registered with the Commission under the Securities Exchange
Act of 1934 as a broker-dealer, is a member of the National Association of
Securities Dealers, Inc., and is a member of the Securities Investor
Protection Corporation. The Policies are also sold through other registered
broker-dealers that have entered into selling agreements with Distributors and
whose representatives are authorized by applicable law to sell variable life
insurance policies. The commissions which will be paid by such broker-dealers
to their representatives will be in accordance with their established rules.
The commission rates may be more or less than those set forth above for
Distributors' representatives. In addition, their qualified registered
representatives may be reimbursed by the broker-dealers under expense
reimbursement allowance programs in any year for approved voucherable expenses
incurred. Distributors will compensate the broker-dealers as provided in the
selling agreements, and JHVLICO will reimburse Distributors for such amounts
and for certain other direct expenses in connection with marketing the
Policies through other broker-dealers.     
   
  Distributors serves as principal underwriter for other separate accounts
registered under the 1940 Act: John Hancock Variable Annuity Accounts U, I and
V, John Hancock Mutual Variable Life Insurance Account UV and John Hancock
Variable Life Accounts V and S. Distributors is also the principal underwriter
for John Hancock Variable Series Trust I.     
 
                                      17
<PAGE>
 
                              TAX CONSIDERATIONS
 
POLICY PROCEEDS
 
  Although the Policy contains provisions not found in fixed benefit life
insurance policies, JHVLICO believes the Policy will nevertheless receive the
same federal income and estate tax treatment. Section 7702 of the Internal
Revenue Code ("Code") defines life insurance for federal tax purposes. If
certain standards are met at issue and over the life of the Policy, the Policy
will come within that definition. JHVLICO will monitor compliance with these
standards.
 
  JHVLICO believes that the death benefit under the Policy will be excludable
from the beneficiary's gross income under Section 101 of the Code. The Owner
of a Policy is not deemed to be in constructive receipt of the cash values
until a partial withdrawal or surrender. A surrender, partial surrender or
withdrawal may have tax consequences. For example, the Owner will be taxed on
a surrender to the extent that the surrender value exceeds the net premiums
paid under the Policy, i.e., ignoring premiums paid for optional benefits and
riders. But under certain circumstances the Owner may be taxed on a withdrawal
of Policy values even if total withdrawals do not exceed total premiums paid.
   
  JHVLICO also believes that loans received under the Policy will be treated
as indebtedness of an Owner and that no part of any loan will constitute
income to the Owner. However, the amount of any loan outstanding will be taxed
to the Owner when the Policy lapses.     
 
  Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Owner or beneficiary.
 
  The above description of Federal tax consequences is only a brief summary
and is not intended as tax advice. For further information consult a qualified
tax adviser.
 
  Federal and state tax laws can change from time to time and, as a result,
the tax consequences to the Owner and beneficiary may be altered.
 
CHARGE FOR JHVLICO'S TAXES
 
  Currently JHVLICO makes no charge against the Account for Federal income
taxes that may be attributable to this class of policies. If JHVLICO incurs,
or expects to incur, income taxes attributable to this class of policies or
any subaccount in the future, it reserves the right to make a charge for those
taxes.
 
  Under current laws, JHVLICO may incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
If there is a material change in applicable state or local tax laws, charges
for such taxes may be made.
 
CORPORATE AND H.R. 10 PLANS
 
  The Policy may be acquired in connection with the funding of retirement
plans satisfying the qualification requirements of Section 401 of the Code. If
so, the Code provisions relating to such plans and life insurance benefits
thereunder should be carefully scrutinized.
 
                                      18
<PAGE>
 
                                  MANAGEMENT
 
THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JHVLICO
 
  The Directors and Executive Officers of JHVLICO and their principal
occupations during the past five years as follows:
 
<TABLE>      
<CAPTION>
     Directors--Officers                Principal Occupation
     -------------------                --------------------
    <S>                    <C>
    David F. D'Alessandro  Chairman of the Board and Chief Executive Of-
                           ficer of JHVLICO; Senior Executive Vice Pres-
                           ident and Director, John Hancock Mutual Life
                           Insurance Company.
    Henry D. Shaw          Vice Chairman of the Board and President of
                           JHVLICO; Senior Vice President, John Hancock
                           Mutual Life Insurance Company.
    Thomas J. Lee          Director of JHVLICO; Vice President, John
                           Hancock Mutual Life Insurance Company.
    Robert R. Reitano      Director of JHVLICO; Second Vice President,
                           John Hancock Mutual Life Insurance Company.
    Ronald J. Bocage       Director, Vice President and Counsel of
                           JHVLICO; Vice President and Counsel, John
                           Hancock Mutual Life Insurance Company.
    Robert S. Paster       Director of JHVLICO; Second Vice President,
                           John Hancock Mutual Life Insurance Company.
    Michele G. Van Leer    Director of JHVLICO; Vice President, John
                           Hancock Mutual Life Insurance Company.
    Daniel L. Ouellette    Vice President, Marketing, of JHVLICO; Vice
                           President, John Hancock Mutual Life Insurance
                           Company.
    Joseph A. Tomlinson    Director and Vice President of JHVLICO; Vice
                           President, John Hancock Mutual Life Insurance
                           Company.
    Barbara L. Luddy       Director and Actuary of JHVLICO; Second Vice
                           President, John Hancock Mutual Life Insurance
                           Company.
    Patrick F. Smith       Controller of JHVLICO; Assistant Controller,
                           John Hancock Mutual Life Insurance Company.
</TABLE>    
 
  The business address of all Directors and officers of JHVLICO is John
Hancock Place, Boston, Massachusetts 02117.
 
VOTING PRIVILEGES
   
  All of the assets in the subaccounts of the Account, apart from assets
attributable to policy loans, are invested in shares of the corresponding
Portfolios of the Fund. JHVLICO will vote the shares of each of the Portfolios
of the Fund which are deemed attributable to the qualifying variable life
insurance policies and variable annuity contracts at meetings of the Fund's
shareholders in accordance with instructions received from owners of all such
policies or contracts. Shares of the Fund which are not attributable to such
policies or contracts and shares for which instructions from owners are not
received will be represented by JHVLICO at the     
 
                                      19
<PAGE>
 
   
meeting and will be voted for and against each matter in the same proportion
as the votes based upon the instructions received from the owners of all such
policies and contracts.     
   
  The number of Fund shares held in each subaccount deemed attributable to
each owner is determined by dividing a Policy's cash value (less any
outstanding indebtedness) in the subaccount by the net asset value of one
share in the corresponding Fund Portfolio in which the assets of that
subaccount are invested. Fractional votes will be counted. The number of
shares as to which the owner may give instructions will be determined as of
the record date for the Fund's meeting.     
 
  Owners of Policies may give instructions regarding the election of the Board
of Trustees of the Fund, ratification of the selection of independent
auditors, approval of the Fund's investment management agreement and other
matters requiring a vote under the 1940 Act. Owners will be furnished
information and forms by JHVLICO in order that voting instructions may be
given.
   
  JHVLICO may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to change the investment objectives of the Portfolios of the Fund
or to approve or disapprove an investment advisory or underwriting contract
for the Fund. JHVLICO also may disregard voting instructions in favor of
changes initiated by an owner or the Fund's Board of Trustees in the
investment policy, investment adviser or principal underwriter of the Fund, if
JHVLICO (i) reasonably disapproves of such changes and (ii) in the case of a
change of investment policy or investment adviser, makes a good-faith
determination that the proposed change is contrary to state law or prohibited
by state regulatory authorities or that the change would be inconsistent with
a subaccount's investment objectives or would result in the purchase of
securities which vary from the general quality and nature of investments and
investment techniques utilized by other separate accounts of JHVLICO or of an
affiliated life insurance company, which separate accounts have investment
objectives similar to those of the subaccount. In the event JHVLICO does
disregard voting instructions, a summary of that action and the reasons for
such action will be included in the next semi-annual report to owners.     
 
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE
   
  The voting privileges described in this prospectus are afforded based on
JHVLICO's understanding of applicable Federal securities law requirements. To
the extent that applicable law, regulations or interpretations change to
eliminate or restrict the need for such voting privileges, JHVLICO reserves
the right to proceed in accordance with any such revised requirements. JHVLICO
also reserves the right, subject to compliance with applicable law, including
approval of owners if so required, (1) to transfer assets determined by
JHVLICO to be associated with the class of policies to which the Policies
belong from the Account to another separate account or subaccount by
withdrawing the same percentage of each investment in the Account with
appropriate adjustments to avoid odd lots and fractions, (2) to operate the
Account as a "management-type investment company" under the 1940 Act, or in
any other form permitted by law, the investment adviser of which would be
JHVLICO, an affiliate of John Hancock, and (3) to deregister the Account under
the 1940 Act. JHVLICO would notify owners of any of the foregoing changes and,
to the extent legally required, obtain approval of owners and any regulatory
body prior thereto. Such notice and approval, however, may not be legally
required in all cases.     
 
REPORTS
 
  In each Policy year (except while the Policy is continued in effect under a
fixed option on lapse) a statement will be sent to the Owner setting forth the
Death Benefit, Policy Cash Value, any cash value of Variable Paid-Up Insurance
and any outstanding indebtedness (and interest charged for the preceding
Policy year) as of the last
 
                                      20
<PAGE>
 
   
day of such year. Moreover, confirmations will be furnished to the Owner of
transfers between subaccounts, Policy loans, partial surrenders and certain
other Policy transactions.     
 
  Owners will be sent semiannually a report containing the financial
statements of the Fund, including a list of securities held in each Portfolio.
 
STATE REGULATION
 
  JHVLICO is subject to regulation and supervision by the Massachusetts
Commissioner of Insurance who periodically examines its affairs. It also is
subject to the applicable insurance laws and regulations of all jurisdictions
in which it is authorized to do business.
 
  JHVLICO is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various
jurisdictions in which it does business for purposes of determining solvency
and compliance with local insurance laws and regulations.
 
LEGAL MATTERS
   
  Legal matters in connection with the Policies described in this Prospectus
have been passed on by Ronald J. Bocage, Vice President and Counsel for
JHVLICO. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised JHVLICO on certain Federal securities law matters in connection with
the Policies.     
 
REGISTRATION STATEMENT
 
  This Prospectus omits certain information contained in the Registration
Statement which has been filed with the Commission. More details may be
obtained from the Commission upon payment of the prescribed fee.
 
EXPERTS
 
  The financial statements of JHVLICO and of the Account included in this
Prospectus have been audited by Ernst & Young LLP, independent auditors, for
the periods indicated in their reports thereon which appear elsewhere herein
and have been included in reliance on their reports given on their authority
as experts in accounting and auditing.
 
  Actuarial matters included in this Prospectus have been examined by Randi M.
Sterrn, F.S.A., an Actuary of JHVLICO.
 
FINANCIAL STATEMENTS
 
  The financial statements of JHVLICO included herein should be distinguished
from the financial statements of the Account and should be considered only as
bearing upon the ability of JHVLICO to meet its obligations under the
Policies.
 
                                      21
<PAGE>
 
 
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
 
 
                                       22
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENT OF ASSETS AND LIABILITIES     
   
DECEMBER 31, 1996     
 
<TABLE>   
<CAPTION>
                    Large Cap   Sovereign   International Small Cap  International  Mid Cap   Large Cap     Money     Mid Cap
                     Growth        Bond       Equities      Growth     Balanced      Growth     Value      Market      Value
                   Subaccount   Subaccount   Subaccount   Subaccount  Subaccount   Subaccount Subaccount Subaccount  Subaccount
                   ----------- ------------ ------------- ---------- ------------- ---------- ---------- ----------- ----------
<S>                <C>         <C>          <C>           <C>        <C>           <C>        <C>        <C>         <C>
Assets
Investments in
 shares of
 portfolios of
 John Hancock
 Variable Series
 Trust I, at
 value...........  $65,826,786 $216,724,318  $15,676,880  $1,203,845   $217,329     $567,251  $2,924,101 $50,801,546  $359,228
Investments in
 shares of
 portfolios of M
 Fund Inc., at
 value...........          --           --           --          --         --           --          --          --        --
Policy loans and
 accrued interest
 receivable......   13,529,134   52,294,393    2,268,378                                                  12,867,387
Receivable from:
 John Hancock
  Variable Series
  Trust I........       23,279      147,825        8,055         409        261          111       2,355      77,379       377
 M Fund Inc. ....          --           --           --          --         --           --          --          --        --
                   ----------- ------------  -----------  ----------   --------     --------  ---------- -----------  --------
TOTAL ASSETS.....   79,379,199  269,166,536   17,953,313   1,204,254    217,590      567,362   2,926,456  63,746,312   359,605
Liabilities
Payable to John
 Hancock Variable
 Life Insurance
 Company.........       22,075      143,762        7,784         389        258          102       2,307      76,413       371
Asset charges
 payable.........        1,204        4,063          271          20          3            9          48         966         6
                   ----------- ------------  -----------  ----------   --------     --------  ---------- -----------  --------
TOTAL
 LIABILITIES.....       23,279      147,825        8,055         409        261          111       2,355      77,379       377
                   ----------- ------------  -----------  ----------   --------     --------  ---------- -----------  --------
Net Assets.......  $79,355,920 $269,018,711  $17,945,258  $1,203,845   $217,329     $567,251  $2,924,101 $63,668,933  $359,228
                   =========== ============  ===========  ==========   ========     ========  ========== ===========  ========
<CAPTION>
                      Special    Real Estate
                   Opportunities   Equity
                    Subaccount   Subaccount
                   ------------- -----------
<S>                <C>           <C>
Assets
Investments in
 shares of
 portfolios of
 John Hancock
 Variable Series
 Trust I, at
 value...........   $6,900,122   $ 9,861,910
Investments in
 shares of
 portfolios of M
 Fund Inc., at
 value...........          --            --
Policy loans and
 accrued interest
 receivable......                  1,788,166
Receivable from:
 John Hancock
  Variable Series
  Trust I........       11,505         8,058
 M Fund Inc. ....          --            --
                   ------------- -----------
TOTAL ASSETS.....    6,911,627    11,658,134
Liabilities
Payable to John
 Hancock Variable
 Life Insurance
 Company.........       11,392         7,883
Asset charges
 payable.........          113           175
                   ------------- -----------
TOTAL
 LIABILITIES.....       11,505         8,058
                   ------------- -----------
Net Assets.......   $6,900,122   $11,650,076
                   ============= ===========
</TABLE>    
   
See accompanying notes.     
 
                                       23
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)     
   
DECEMBER 31, 1996     
 
<TABLE>   
<CAPTION>
                                             Short-Term                                                              Edinburgh
                     Growth &                   U.S.    Small Cap  International   Equity   Strategic  Turner Core International
                      Income      Managed    Government   Value    Opportunities   Index       Bond      Growth       Equity
                    Subaccount   Subaccount  Subaccount Subaccount  Subaccount   Subaccount Subaccount Subaccount   Subaccount
                   ------------ ------------ ---------- ---------- ------------- ---------- ---------- ----------- -------------
<S>                <C>          <C>          <C>        <C>        <C>           <C>        <C>        <C>         <C>
Assets
Investments in
 shares of
 portfolios of
 John Hancock
 Variable Series
 Trust I, at
 value...........  $624,414,237 $300,159,311  $328,711   $891,733   $1,306,509    $343,746   $677,446    $   --       $   --
Investments in
 portfolios of
 M Fund Inc., at
 value...........           --           --        --         --           --          --         --      12,490       44,456
Policy loans and
 accrued interest
 receivable......   131,830,597   62,263,515
Receivable from:
 John Hancock
  Variable Series
  Trust I........        71,816      142,881        68      1,824           96         468      1,624        --           --
 M Fund Inc......           --           --        --         --           --          --         --         --             1
                   ------------ ------------  --------   --------   ----------    --------   --------    -------      -------
TOTAL ASSETS.....   756,316,650  362,565,707   328,779    893,557    1,306,605     344,214    679,070     12,490       44,457
Liabilities
Payable to John
 Hancock Variable
 Life Insurance
 Company.........        60,388      137,434        63      1,810           75         462      1,613        --           --
Asset charges
 payable.........        11,428        5,447         5         14           21           6         11        --             1
                   ------------ ------------  --------   --------   ----------    --------   --------    -------      -------
TOTAL
 LIABILITIES.....        71,816      142,881        68      1,824           96         468      1,624        --             1
                   ------------ ------------  --------   --------   ----------    --------   --------    -------      -------
Net Assets.......  $756,244,834 $362,422,826  $328,711   $891,733   $1,306,509    $343,746   $677,446    $12,490      $44,456
                   ============ ============  ========   ========   ==========    ========   ========    =======      =======
<CAPTION>
                     Frontier
                     Capital
                   Appreciation
                    Subaccount
                   ------------
<S>                <C>
Assets
Investments in
 shares of
 portfolios of
 John Hancock
 Variable Series
 Trust I, at
 value...........    $   --
Investments in
 portfolios of
 M Fund Inc., at
 value...........     43,177
Policy loans and
 accrued interest
 receivable......
Receivable from:
 John Hancock
  Variable Series
  Trust I........        --
 M Fund Inc......          1
                   ------------
TOTAL ASSETS.....     43,178
Liabilities
Payable to John
 Hancock Variable
 Life Insurance
 Company.........        --
Asset charges
 payable.........          1
                   ------------
TOTAL
 LIABILITIES.....          1
                   ------------
Net Assets.......    $43,177
                   ============
</TABLE>    
   
See accompanying notes.     
 
                                       24
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF OPERATIONS     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                                                                                                   International Equities
                       Large Cap Growth Subaccount            Sovereign Bond Subaccount                  Subaccount
                   ------------------------------------  -------------------------------------  -----------------------------
                      1996         1995        1994         1996         1995         1994         1996      1995     1994
                   -----------  ----------- -----------  -----------  ----------- ------------  ---------- -------- ---------
<S>                <C>          <C>         <C>          <C>          <C>         <C>           <C>        <C>      <C>
Investment
 Income:
 Distributions
  received from:
 John Hancock
  Variable Series
  Trust I........  $ 9,763,606  $ 3,899,925 $ 1,782,463  $15,986,241  $16,214,565 $ 13,598,258  $  166,193 $114,316 $ 150,711
 M Fund Inc. ....          --           --          --           --           --           --          --       --        --
 Interest income
  on policy
  loans..........      881,144      755,070     571,576    3,908,756    3,820,851    3,640,202     161,938  146,076   103,567
                   -----------  ----------- -----------  -----------  ----------- ------------  ---------- -------- ---------
TOTAL INVESTMENT
 INCOME..........   10,644,750    4,654,995   2,354,039   19,894,997   20,035,416   17,238,460     328,131  260,392   254,278
Expenses:
 Mortality and
  expense
  risks..........      381,331      278,461     216,050    1,444,137    1,372,266    1,302,570      85,694   65,044    51,915
                   -----------  ----------- -----------  -----------  ----------- ------------  ---------- -------- ---------
NET INVESTMENT
 INCOME (LOSS)...   10,263,419    4,376,534   2,137,989   18,450,860   18,663,150   15,935,890     242,437  195,348   202,363
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:
 Net realized
  gain (loss)....      840,044      465,096     549,396      690,912      331,252      301,782     254,188  294,206   146,459
 Net unrealized
  appreciation
  (depreciation)
  during the
  year...........     (889,487)   6,578,435  (2,618,550)  (8,059,332)  18,687,187  (18,898,104)    676,006  353,155  (863,194)
                   -----------  ----------- -----------  -----------  ----------- ------------  ---------- -------- ---------
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS.....      (49,443)   7,043,531  (2,069,154)  (7,368,420)  19,018,439  (18,596,322)    930,194  647,361  (716,735)
                   -----------  ----------- -----------  -----------  ----------- ------------  ---------- -------- ---------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......  $10,213,976  $11,420,065 $    68,835  $11,082,440  $37,681,589 $ (2,660,432) $1,172,631 $842,709 $(514,372)
                   ===========  =========== ===========  ===========  =========== ============  ========== ======== =========
<CAPTION>
                    Small Cap  International
                     Growth      Balanced
                   Subaccount   Subaccount
                   ----------- -------------
                      1996*        1996*
                   ----------- -------------
<S>                <C>         <C>
Investment
 Income:
 Distributions
  received from:
 John Hancock
  Variable Series
  Trust I........   $  1,207      $2,850
 M Fund Inc. ....        --          --
 Interest income
  on policy
  loans..........        --          --
                   ----------- -------------
TOTAL INVESTMENT
 INCOME..........      1,207       2,850
Expenses:
 Mortality and
  expense
  risks..........      2,956         301
                   ----------- -------------
NET INVESTMENT
 INCOME (LOSS)...     (1,749)      2,549
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:
 Net realized
  gain (loss)....     (2,047)         65
 Net unrealized
  appreciation
  (depreciation)
  during the
  year...........    (24,023)      3,632
                   ----------- -------------
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS.....    (26,070)      3,697
                   ----------- -------------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......   $(27,819)     $6,246
                   =========== =============
</TABLE>    
   
* From May 1, 1996 (commencement of operations).     
   
See accompanying notes.     
 
                                       25
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF OPERATIONS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                   Mid Cap Growth Large Cap Value                                  Mid Cap Value  Special Opportunities
                     Subaccount     Subaccount        Money Market Subaccount       Subaccount          Subaccount
                   -------------- --------------- -------------------------------- ------------- ------------------------
                       1996*           1996*         1996       1995       1994        1996*       1996     1995   1994**
                   -------------- --------------- ---------- ---------- ---------- ------------- -------- -------- ------
<S>                <C>            <C>             <C>        <C>        <C>        <C>           <C>      <C>      <C>
Investment
 Income:
 Distributions
  received from:
 John Hancock
  Variable Series
  Trust I........     $ 1,635        $ 72,511     $2,527,378 $2,690,892 $1,862,712    $ 7,418    $265,602 $ 39,684 $   25
 M Fund Inc......         --              --             --         --         --         --          --       --     --
 Interest income
 on policy loans.         --              --         929,499    952,455    935,777        --          --       --     --
                      -------        --------     ---------- ---------- ----------    -------    -------- -------- ------
TOTAL INVESTMENT
INCOME...........       1,635          72,511      3,456,877  3,643,347  2,798,489      7,418     265,602   39,684     25
Expenses:
 Mortality and
  expense risks..         814           8,169        342,603    340,195    331,873        580      23,603    3,373     12
                      -------        --------     ---------- ---------- ----------    -------    -------- -------- ------
NET INVESTMENT
 INCOME..........         821          64,342      3,114,274  3,303,152  2,466,616      6,838     241,999   36,311     13
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:
 Net realized
  gain (loss)....       1,295          11,265            --         --         --       1,099     125,955   11,582     (2)
 Net unrealized
  appreciation
  (depreciation)
  during the
  year...........      (3,899)        197,424            --         --         --      23,234     615,079  124,460  1,019
                      -------        --------     ---------- ---------- ----------    -------    -------- -------- ------
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS.....      (2,604)        208,689            --         --         --      24,333     741,034  136,042  1,017
                      -------        --------     ---------- ---------- ----------    -------    -------- -------- ------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......     $(1,783)       $273,031     $3,114,274 $3,303,152 $2,466,616    $31,171    $983,033 $172,353 $1,030
                      =======        ========     ========== ========== ==========    =======    ======== ======== ======
</TABLE>    
   
 *From May 1, 1996 (commencement of operations).     
   
**From May 6, 1994 (commencement of operations).     
   
See accompanying notes.     
 
                                       26
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF OPERATIONS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                   Real Estate Equity Subaccount        Growth & Income Subaccount                 Managed Subaccount
                   -----------------------------  --------------------------------------  --------------------------------------
                      1996      1995     1994         1996         1995         1994          1996         1995         1994
                   ---------- -------- ---------  ------------ ------------ ------------  ------------  ----------- ------------
<S>                <C>        <C>      <C>        <C>          <C>          <C>           <C>           <C>         <C>
Investment
Income:
 Distributions
 received from:
 John Hancock
 Variable Series
 Trust I.........  $  477,763 $409,525 $ 353,259  $ 78,415,408 $ 51,822,706 $ 28,013,646  $ 37,103,617  $26,974,536 $ 10,625,950
 M Fund Inc......         --       --        --            --           --           --            --           --           --
 Interest income
 on policy loans.     117,955  121,494    99,709     9,420,070    8,594,774    7,780,984     4,337,281    3,999,425    3,637,463
                   ---------- -------- ---------  ------------ ------------ ------------  ------------  ----------- ------------
TOTAL INVESTMENT
INCOME...........     595,718  531,019   452,968    87,835,478   60,417,480   35,794,630    41,440,898   30,973,961   14,263,413
Expenses:
 Mortality and
 expense risks...      50,069   41,982    40,183     3,854,562    3,246,229    2,876,205     1,886,000    1,677,243    1,541,565
                   ---------- -------- ---------  ------------ ------------ ------------  ------------  ----------- ------------
NET INVESTMENT
INCOME...........     545,649  489,037   412,785    83,980,916   57,171,251   32,918,425    39,554,898   29,296,718   12,721,848
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
 Net realized
 gain (loss).....       9,177   97,602   148,913    15,416,898    6,161,063    5,831,652     3,870,923    2,658,955    2,204,918
 Net unrealized
 appreciation
 (depreciation)
 during the year.   1,862,071  184,090  (354,296)   12,987,718   81,121,360  (36,174,705)  (11,548,110)  30,787,175  (18,206,145)
                   ---------- -------- ---------  ------------ ------------ ------------  ------------  ----------- ------------
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS......   1,871,248  281,692  (205,383)   28,404,616   87,282,423  (30,343,053)   (7,677,187)  33,446,130  (16,001,227)
                   ---------- -------- ---------  ------------ ------------ ------------  ------------  ----------- ------------
NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS..  $2,416,897 $770,729 $ 207,402  $112,385,532 $144,453,674 $  2,575,372  $ 31,877,711  $62,742,848 $ (3,279,379)
                   ========== ======== =========  ============ ============ ============  ============  =========== ============
<CAPTION>
                      Short-Term U.S.
                   Government Subaccount
                   ----------------------
                    1996     1995  1994**
                   -------- ------ ------
<S>                <C>      <C>    <C>
Investment
Income:
 Distributions
 received from:
 John Hancock
 Variable Series
 Trust I.........  $11,196  $2,910  $ 25
 M Fund Inc......      --      --    --
 Interest income
 on policy loans.      --      --    --
                   -------- ------ ------
TOTAL INVESTMENT
INCOME...........   11,196   2,910    25
Expenses:
 Mortality and
 expense risks...    1,201     312     1
                   -------- ------ ------
NET INVESTMENT
INCOME...........    9,995   2,598    24
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
 Net realized
 gain (loss).....     (922)    945   --
 Net unrealized
 appreciation
 (depreciation)
 during the year.   (1,542)  1,166   (27)
                   -------- ------ ------
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS......   (2,464)  2,111   (27)
                   -------- ------ ------
NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS..  $ 7,531  $4,709  $ (3)
                   ======== ====== ======
</TABLE>    
   
 *From May 1, 1996 (commencement of operations).     
   
**From May 1, 1994 (commencement of operations).     
   
See accompanying notes.     
 
                                       27
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF OPERATIONS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                                                                                             Edinburgh     Frontier
                          Small Cap  International                               Turner    International   Capital
                            Value    Opportunities Equity Index Strategic Bond Core Growth    Equity     Appreciation
                          Subaccount  Subaccount    Subaccount    Subaccount   Subaccount   Subaccount    Subaccount
                          ---------- ------------- ------------ -------------- ----------- ------------- ------------
                            1996*        1996*        1996*         1996*         1996*        1996*        1996*
                          ---------- ------------- ------------ -------------- ----------- ------------- ------------
<S>                       <C>        <C>           <C>          <C>            <C>         <C>           <C>
Investment Income:
 Distributions received
  from:
 John Hancock Variable
  Series Trust I........   $23,766      $ 5,965      $ 7,847       $29,029        $ --        $   --       $   --
 M Fund Inc.............       --           --           --            --           415           255          --
 Interest income on
  policy loans..........       --           --           --            --           --            --           --
                           -------      -------      -------       -------        -----       -------      -------
TOTAL INVESTMENT INCOME.    23,766        5,965        7,847        29,029          415           255          --
Expenses:
 Mortality and expense
  risks.................     2,451        3,038          575         1,782           31           122          112
                           -------      -------      -------       -------        -----       -------      -------
NET INVESTMENT INCOME
 (LOSS).................    21,315        2,927        7,272        27,247          384           133         (112)
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
 Net realized gain
  (loss)................       891          304        3,982         1,518         (238)       (1,091)      (1,199)
 Net unrealized
  appreciation
  (depreciation) during
  the year..............    49,892       57,387       13,544         6,688          456          (345)       2,105
                           -------      -------      -------       -------        -----       -------      -------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS.........    50,783       57,691       17,526         8,206          218        (1,436)         906
                           -------      -------      -------       -------        -----       -------      -------
NET INCREASE (DECREASE)
 IN NET ASSETS RESULTING
 FROM OPERATIONS........   $72,098      $60,618      $24,798       $35,453        $ 602       $(1,303)     $   794
                           =======      =======      =======       =======        =====       =======      =======
</TABLE>    
   
* From May 1, 1996 (commencement of operations).     
   
See accompanying notes.     
 
                                       28
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF CHANGES IN NET ASSETS     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                        Large Cap Growth Subaccount              Sovereign Bond Subaccount
                    -------------------------------------  ----------------------------------------
                       1996         1995         1994          1996          1995          1994
                    -----------  -----------  -----------  ------------  ------------  ------------
<S>                 <C>          <C>          <C>          <C>           <C>           <C>
Increase
 (Decrease) in Net
 Assets
 From operations:
 Net investment
  income (loss)...  $10,263,419  $ 4,376,534  $ 2,137,989  $ 18,450,860  $ 18,663,150  $ 15,935,890
 Net realized
  gains (losses)..      840,044      465,096      549,396       690,912       331,252       301,782
 Net unrealized
  appreciation
  (depreciation)
  during the year.     (889,487)   6,578,435   (2,618,550)   (8,059,332)   18,687,187   (18,898,104)
                    -----------  -----------  -----------  ------------  ------------  ------------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations......   10,213,976   11,420,065       68,835    11,082,440    37,681,589    (2,660,432)
 From policyholder
  transactions:
 Net premiums from
  policyholders...   20,123,261   12,618,748   14,995,398    34,090,208    31,560,554    33,964,744
 Net benefits to
  policyholders...  (11,910,005)  (9,566,825) (13,285,350)  (40,719,213)  (39,010,974)  (45,032,511)
 Net increase in
  policy loans....    2,044,193    1,614,283    2,229,978       897,069     2,053,700       928,620
                    -----------  -----------  -----------  ------------  ------------  ------------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions....   10,257,449    4,666,206    3,940,026    (5,731,936)   (5,396,720)  (10,139,147)
                    -----------  -----------  -----------  ------------  ------------  ------------
  Net increase
   (decrease) in
   net assets.....   20,471,425   16,086,271    4,008,861     5,350,504    32,284,869   (12,799,579)
 Net Assets at
  beginning of
  year............   58,884,495   42,798,224   38,789,363   263,668,207   231,383,338   244,182,917
                    -----------  -----------  -----------  ------------  ------------  ------------
 Net Assets at end
  of year.........  $79,355,920  $58,884,495  $42,798,224  $269,018,711  $263,668,207  $231,383,338
                    ===========  ===========  ===========  ============  ============  ============
<CAPTION>
                                                           Small Cap   International
                                                             Growth      Balanced
                     International Equities Subaccount     Subaccount   Subaccount
                    -------------------------------------- ----------- -------------
                       1996         1995         1994        1996*         1996*
                    ------------ ------------ ------------ ----------- -------------
<S>                 <C>          <C>          <C>          <C>         <C>
Increase
 (Decrease) in Net
 Assets
 From operations:
 Net investment
  income (loss)...  $   242,437  $   195,348  $   202,363  $   (1,749)   $  2,549
 Net realized
  gains (losses)..      254,188      294,206      146,459      (2,047)         65
 Net unrealized
  appreciation
  (depreciation)
  during the year.      676,006      353,155     (863,194)    (24,023)      3,632
                    ------------ ------------ ------------ ----------- -------------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations......    1,172,631      842,709     (514,372)    (27,819)      6,246
 From policyholder
  transactions:
 Net premiums from
  policyholders...    8,485,184    4,546,347    8,974,098   1,361,402     216,486
 Net benefits to
  policyholders...   (4,391,767)  (4,766,724)  (4,180,134)   (129,738)     (5,403)
 Net increase in
  policy loans....      287,879      192,805      735,457         --          --
                    ------------ ------------ ------------ ----------- -------------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions....    4,381,296      (27,572)   5,529,421   1,231,664     211,083
                    ------------ ------------ ------------ ----------- -------------
  Net increase
   (decrease) in
   net assets.....    5,553,927      815,137    5,015,049   1,203,845     217,329
 Net Assets at
  beginning of
  year............   12,391,331   11,576,194    6,561,145         --          --
                    ------------ ------------ ------------ ----------- -------------
 Net Assets at end
  of year.........  $17,945,258  $12,391,331  $11,576,194  $1,203,845    $217,329
                    ============ ============ ============ =========== =============
</TABLE>    
   
* From May 1, 1996 (commencement of operations).     
   
See accompanying notes.     
 
                                       29
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                    Mid Cap   Large Cap                                              Mid Cap
                     Growth     Value                                                 Value
                   Subaccount Subaccount         Money Market Subaccount            Subaccount
                   ---------- ----------  ----------------------------------------  ----------
                     1996*      1996*         1996          1995          1994        1996*
                   ---------- ----------  ------------  ------------  ------------  ----------
<S>                <C>        <C>         <C>           <C>           <C>           <C>
Increase
 (Decrease) in
 Net Assets
 From operations:
 Net investment
  income.........   $    821  $   64,342  $  3,114,274  $  3,303,152  $  2,466,616   $  6,838
 Net realized
  gains (losses).      1,295      11,265           --            --            --       1,099
 Net unrealized
  appreciation
  (depreciation)
  during the
  year...........     (3,899)    197,424           --            --            --      23,234
                    --------  ----------  ------------  ------------  ------------   --------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations.....     (1,783)    273,031     3,114,274     3,303,152     2,466,616     31,171
 From
  policyholder
  transactions:
 Net premiums
  from
  policyholders..    599,576   2,999,086    15,561,906    11,104,365    11,955,284    337,092
 Net benefits to
  policyholders..    (30,542)   (348,016)  (16,132,881)  (12,775,695)  (14,818,286)    (9,035)
 Net increase
  (decrease) in
  policy loans...        --          --       (260,051)     (323,666)      124,027        --
                    --------  ----------  ------------  ------------  ------------   --------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions...    569,034   2,651,070      (831,026)   (1,994,996)   (2,738,975)   328,057
                    --------  ----------  ------------  ------------  ------------   --------
  Net increase
   (decrease) in
   net assets....    567,251   2,924,101     2,283,248     1,308,156      (272,359)   359,228
Net Assets at
 beginning of
 year............        --          --     61,385,685    60,077,529    60,349,888        --
                    --------  ----------  ------------  ------------  ------------   --------
Net Assets at end
 of year.........   $567,251  $2,924,101  $ 63,668,933  $ 61,385,685  $ 60,077,529   $359,228
                    ========  ==========  ============  ============  ============   ========
<CAPTION>
                   Special Opportunities Subaccount
                   ------------------------------------
                       1996         1995       1994**
                   ------------- ------------ ---------
<S>                <C>           <C>          <C>
Increase
 (Decrease) in
 Net Assets
 From operations:
 Net investment
  income.........  $    241,999  $    36,311  $     13
 Net realized
  gains (losses).       125,955       11,582        (2)
 Net unrealized
  appreciation
  (depreciation)
  during the
  year...........       615,079      124,460     1,019
                   ------------- ------------ ---------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations.....       983,033      172,353     1,030
 From
  policyholder
  transactions:
 Net premiums
  from
  policyholders..     5,492,467    1,682,424    37,133
 Net benefits to
  policyholders..    (1,284,991)    (182,908)     (419)
 Net increase
  (decrease) in
  policy loans...           --           --        --
                   ------------- ------------ ---------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions...     4,207,476    1,499,516    36,714
                   ------------- ------------ ---------
  Net increase
   (decrease) in
   net assets....     5,190,509    1,671,869    37,744
Net Assets at
 beginning of
 year............     1,709,613       37,744       --
                   ------------- ------------ ---------
Net Assets at end
 of year.........  $  6,900,122  $ 1,709,613  $ 37,744
                   ============= ============ =========
</TABLE>    
   
 *From May 1, 1996 (commencement of operations).     
   
**From May 6, 1994 (commencement of operations).     
   
See accompanying notes.     
 
                                       30
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                      Real Estate Equity Subaccount            Growth & Income Subaccount
                    -----------------------------------  ----------------------------------------
                       1996         1995        1994         1996          1995          1994
                    -----------  ----------  ----------  ------------  ------------  ------------
<S>                 <C>          <C>         <C>         <C>           <C>           <C>
Increase
 (Decrease) in Net
 Assets
 From operations:
 Net investment
  income..........  $   545,649  $  489,037  $  412,785  $ 83,980,916  $ 57,171,251  $ 32,918,425
 Net realized
  gains (losses)..        9,177      97,602     148,913    15,416,898     6,161,063     5,831,652
 Net unrealized
  appreciation
  (depreciation)
  during the year.    1,862,071     184,090    (354,296)   12,987,718    81,121,360   (36,174,705)
                    -----------  ----------  ----------  ------------  ------------  ------------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations......    2,416,897     770,729     207,402   112,385,532   144,453,674     2,575,372
 From policyholder
  transactions:
 Net premiums from
  policyholders...    3,620,035   2,176,970   3,275,364    76,046,396    73,672,198    72,117,431
 Net benefits to
  policyholders...   (2,413,828) (2,711,578) (2,843,516) (102,757,132)  (90,829,678)  (89,384,442)
 Net increase in
  policy loans....      156,802      30,224     350,970    11,816,577    10,173,483     5,694,330
                    -----------  ----------  ----------  ------------  ------------  ------------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions....    1,363,009    (504,384)    782,818   (14,894,159)   (6,983,997)  (11,572,681)
                    -----------  ----------  ----------  ------------  ------------  ------------
  Net increase
   (decrease) in
   net assets.....    3,779,906     266,345     990,220    97,491,373   137,469,677    (8,997,309)
 Net Assets at
  beginning of
  year............    7,870,170   7,603,825   6,613,605   658,753,461   521,283,784   530,281,093
                    -----------  ----------  ----------  ------------  ------------  ------------
 Net Assets at end
  of year.........  $11,650,076  $7,870,170  $7,603,825  $756,244,834  $658,753,461  $521,283,784
                    ===========  ==========  ==========  ============  ============  ============
<CAPTION>
                                                                  Short-Term U.S.
                              Managed Subaccount               Government Subaccount
                    ----------------------------------------- ---------------------------
                        1996          1995          1994        1996      1995    1994*
                    ------------- ------------- ------------- --------- --------- -------
<S>                 <C>           <C>           <C>           <C>       <C>       <C>
Increase
 (Decrease) in Net
 Assets
 From operations:
 Net investment
  income..........  $ 39,554,898  $ 29,296,718  $ 12,721,848  $  9,995  $  2,598  $   24
 Net realized
  gains (losses)..     3,870,923     2,658,955     2,204,918      (922)      945     --
 Net unrealized
  appreciation
  (depreciation)
  during the year.   (11,548,110)   30,787,175   (18,206,145)   (1,542)    1,166     (27)
                    ------------- ------------- ------------- --------- --------- -------
 Net increase
  (decrease) in
  net assets
  resulting from
  operations......    31,877,711    62,742,848    (3,279,379)    7,531     4,709      (3)
 From policyholder
  transactions:
 Net premiums from
  policyholders...    40,512,423    38,619,260    39,071,265   328,192    94,623   6,405
 Net benefits to
  policyholders...   (52,043,620)  (47,824,820)  (51,322,737)  (90,988)  (21,753)     (5)
 Net increase in
  policy loans....     4,766,548     5,387,424     2,529,492       --        --      --
                    ------------- ------------- ------------- --------- --------- -------
 Net increase
  (decrease) in
  net assets from
  policyholder
  transactions....    (6,764,649)   (3,818,136)   (9,721,980)  237,204    72,870   6,400
                    ------------- ------------- ------------- --------- --------- -------
  Net increase
   (decrease) in
   net assets.....    25,113,062    58,924,712   (13,001,359)  244,735    77,579   6,397
 Net Assets at
  beginning of
  year............   337,309,764   278,385,052   291,386,411    83,976     6,397     --
                    ------------- ------------- ------------- --------- --------- -------
 Net Assets at end
  of year.........  $362,422,826  $337,309,764  $278,385,052  $328,711  $ 83,976  $6,397
                    ============= ============= ============= ========= ========= =======
</TABLE>    
   
*  From May 1, 1994 (commencement of operations).     
   
See accompanying notes.     
 
                                       31
<PAGE>
 
       
   
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)     
   
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,     
 
<TABLE>   
<CAPTION>
                                                                                                               Frontier
                         Small Cap   International                             Turner Core     Edinburgh       Capital
                           Value     Opportunities Equity Index Strategic Bond   Growth      International   Appreciation
                         Subaccount   Subaccount    Subaccount    Subaccount   Subaccount  Equity Subaccount  Subaccount
                         ----------  ------------- ------------ -------------- ----------- ----------------- ------------
                           1996*         1996*        1996*         1996*         1996*          1996*          1996*
                         ----------  ------------- ------------ -------------- ----------- ----------------- ------------
<S>                      <C>         <C>           <C>          <C>            <C>         <C>               <C>
Increase (Decrease) in
 Net Assets
 From operations:
 Net investment income
  (loss)...............  $  21,315    $    2,927     $  7,272      $ 27,247     $    384       $    133        $   (112)
 Net realized gains
  (losses).............        891           304        3,982         1,518         (238)        (1,091)         (1,199)
 Net unrealized
  appreciation
  (depreciation) during
  the year.............     49,892        57,387       13,544         6,688          456           (345)          2,105
                         ---------    ----------     --------      --------     --------       --------        --------
 Net increase
  (decrease) in net
  assets resulting from
  operations...........     72,098        60,618       24,798        35,453          602        (1,303)             794
 From policyholder
  transactions:
 Net premiums from
  policyholders........    925,601     1,364,628      350,310       718,958       26,825         68,170          58,477
 Net benefits to
  policyholders........   (105,966)     (118,737)     (31,362)      (76,965)     (14,937)       (22,411)        (16,094)
 Net increase
  (decrease) in policy
  loans................        --            --           --            --           --             --              --
                         ---------    ----------     --------      --------     --------       --------        --------
 Net increase in net
  assets from
  policyholder
  transactions.........    819,635     1,245,891      318,948       641,993       11,888         45,759          42,383
                         ---------    ----------     --------      --------     --------       --------        --------
  Net increase in net
   assets..............    891,733     1,306,509      343,746       677,446       12,490         44,456          43,177
Net Assets at beginning
 of year...............        --            --           --            --           --             --              --
                         ---------    ----------     --------      --------     --------       --------        --------
Net Assets at end of
 year..................  $ 891,733    $1,306,509     $343,746      $677,446     $ 12,490       $ 44,456        $ 43,177
                         =========    ==========     ========      ========     ========       ========        ========
</TABLE>    
   
*  From May 1, 1996 (commencement of operations).     
   
See accompanying notes.     
 
                                       32
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
NOTES TO FINANCIAL STATEMENTS     
   
DECEMBER 31, 1996     
   
NOTE 1--ORGANIZATION     
   
John Hancock Variable Life Account U (the Account) is a separate investment
account of John Hancock Variable Life Insurance Company (JHVLICO), a wholly-
owned subsidiary of John Hancock Mutual Life Insurance Company (John Hancock).
The Account was formed to fund variable life insurance policies (Policies)
issued by JHVLICO. The Account is operated as a unit investment trust
registered under the Investment Company Act of 1940, as amended, and currently
consists of twenty-one subaccounts. The assets of each subaccount are invested
exclusively in shares of a corresponding Portfolio of John Hancock Variable
Series Trust I (the Fund) or of M Fund Inc. (M Fund). New subaccounts may be
added as new Portfolios are added to the Fund or to M Fund, or as other
investment options are developed and made available to policyholders. The
twenty-one Portfolios of the Fund and of M Fund which are currently available
are the Large Cap Growth, Sovereign Bond, International Equities, Small Cap
Growth, International Balanced, Mid Cap Growth, Large Cap Value, Money Market,
Mid Cap Value, Special Opportunities, Real Estate Equity, Growth & Income,
Managed, Short-Term U.S. Government, Small Cap Value, International
Opportunities, Equity Index, Strategic Bond, Turner Core Growth, Edinburgh
International Equity and Frontier Capital Appreciation Subaccounts. Each
Portfolio has a different investment objective.     
   
The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the
minimum death benefit guarantee) and other policy benefits. Additional assets
are held in JHVLICO's general account to cover the contingency that the
guaranteed minimum death benefit might exceed the death benefit which would
have been payable in the absence of such guarantee.     
   
The assets of the Account are the property of JHVLICO. The portion of the
Account's assets applicable to the policies may not be charged with
liabilities arising out of any other business JHVLICO may conduct.     
   
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES     
   
Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.     
   
Valuation of Investments: Investment in shares of the Fund and of M Fund are
valued at the reported net asset values of the respective Portfolios.
Investment transactions are recorded on the trade date. Dividend income is
recognized on the ex-dividend date. Realized gains and losses on sales of fund
shares are determined on the basis of identified cost.     
   
Federal Income Taxes: The operations of the Account are included in the
federal income tax return of JHVLICO, which is taxed as a life insurance
company under the Internal Revenue Code. JHVLICO has the right to charge the
Account any federal income taxes, or provision for federal income taxes,
attributable to the operations of the Account or to the policies funded in the
Account. Currently, JHVLICO does not make a charge for income or other taxes.
Charges for state and local taxes, if any, attributable to the Account may
also be made.     
   
Expenses: JHVLICO assumes mortality and expense risks of the variable life
insurance policies for which asset charges are deducted at an annual rate of
 .50% of net assets (excluding policy loans) of the Account.     
 
                                      33
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
NOTES TO FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED     
   
Additionally, a monthly charge at varying levels for the cost of extra
insurance is deducted from the net assets of the Account and an administrative
charge, at an annual rate of .75%, is charged to the Account on a daily basis
for policy loans.     
   
JHVLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.
With respect to the single premium policy, during the first nine years after
policy issue, JHVLICO assesses a contingent deferred sales charge at varying
levels in the event of early surrender of the variable life insurance policy.
       
Policy Loans: Policy loans represent outstanding loans plus accrued interest.
Interest is accrued (net of a charge for policy loan administration determined
at an annual rate of .75% of the aggregate amount of policyowner indebtedness)
and compounded daily.     
   
NOTE 3--TRANSACTIONS WITH AFFILIATES     
   
John Hancock acts as the distributor, principal underwriter and investment
advisor for the Fund.     
   
Certain officers of the Account are officers and directors of JHVLICO, the
Fund or John Hancock.     
   
NOTE 4--DETAILS OF INVESTMENTS     
   
The details of the shares owned and cost and value of investments in the
Portfolios of the Fund and of M Fund at December 31, 1996, are as follows:
    
<TABLE>   
<CAPTION>
               Portfolio                 Shares Owned     Cost        Value
               ---------                 ------------ ------------ ------------
<S>                                      <C>          <C>          <C>
Large Cap Growth........................   3,763,308  $ 57,762,003 $ 65,826,786
Sovereign Bond..........................  22,181,035   211,556,712  216,724,318
International Equities..................     931,429    14,580,491   15,676,880
Small Cap Growth........................     121,181     1,227,869    1,203,845
International Balanced..................      20,911       213,697      217,329
Mid Cap Growth..........................      55,491       571,150      567,251
Large Cap Value.........................    263,683        738,803    2,924,101
Money Market............................   5,080,155    50,801,546   50,801,546
Mid Cap Value...........................      31,654       335,995      359,228
Special Opportunities...................     417,635     6,159,564    6,900,122
Real Estate Equity......................     673,843     7,988,690    9,861,910
Growth & Income.........................  42,609,332   517,230,305  624,414,237
Managed.................................  22,479,957   273,052,564  300,159,311
Short-Term U.S. Government..............      32,717       329,114      328,711
Small Cap Value.........................      83,106       841,840      891,733
International Opportunities.............     123,289     1,249,122    1,306,509
Equity Index............................      30,976       330,202      343,746
Strategic Bond..........................      66,689       670,758      677,446
Turner Core Growth......................       1,077        12,034       12,490
Edinburgh International Equity..........       4,500        44,801       44,456
Frontier Capital Appreciation...........       3,449        41,073       43,177
</TABLE>    
 
 
                                      34
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE ACCOUNT U     
   
NOTES TO FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 4--DETAILS OF INVESTMENTS--CONTINUED     
   
Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Portfolios of the Fund and of M Fund during 1996,
were as follows:     
 
<TABLE>   
<CAPTION>
                       Portfolio                         Purchases     Sales
                       ---------                        ----------- -----------
<S>                                                     <C>         <C>
Large Cap Growth....................................... $20,381,233 $ 1,953,846
Sovereign Bond.........................................  24,860,291  13,011,482
International Equities.................................   5,571,003   1,244,347
Small Cap Growth.......................................   1,337,858     107,942
International Balanced.................................     216,981       3,349
Mid Cap Growth.........................................     616,784      46,929
Large Cap Value........................................   3,116,439     401,027
Money Market...........................................  11,059,956   8,498,091
Mid Cap Value..........................................     344,956      10,060
Special Opportunities..................................   4,859,191     409,716
Real Estate Equity.....................................   2,354,165     607,463
Growth & Income........................................  98,572,585  41,588,875
Managed................................................  43,447,544  15,641,073
Short-Term U.S. Government.............................     346,257      99,058
Small Cap Value........................................     954,995     114,046
International Opportunities............................   1,376,296     127,478
Equity Index...........................................     366,782      40,562
Strategic Bond.........................................     755,947      86,707
Turner Core Growth.....................................      25,144      12,872
Edinburgh International Equity.........................      68,089      22,197
Frontier Capital Appreciation..........................      55,645      13,373
</TABLE>    
 
                                       35
<PAGE>
 
               
            REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS     
   
Policyholders     
   
John Hancock Variable Life Account U     
    
 of John Hancock Variable Life Insurance Company     
   
We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Account U (the Account) (comprising, respectively, the
Large Cap Growth, Sovereign Bond, International Equities, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Special Opportunities, Real Estate Equity, Growth & Income, Managed,
Short-Term U.S. Government, Small Cap Value, International Opportunities,
Equity Index, Strategic Bond, Turner Core Growth, Edinburgh International
Equity and Frontier Capital Appreciation Subaccounts) as of December 31, 1996,
and the related statements of operations and statements of changes in net
assets for each of the periods indicated therein. These financial statements
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.     
   
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.     
   
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Life Account U at December 31,
1996, and the results of their operations and the changes in their net assets
for each of the periods indicated, in conformity with generally accepted
accounting principles.     
                                                            
                                                         Ernst & Young LLP     
    
Boston, Massachusetts     
   
February 7, 1997     
       
                                      36
<PAGE>
 
               
            REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS     
   
Board of Directors     
   
John Hancock Variable Life Insurance Company     
   
We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31,
1996 and 1995, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.     
   
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.     
   
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
described in Note 1. The effects on the financial statements of these
variances are not reasonably determinable but are presumed to be material.
       
In our report dated February 7, 1996, we expressed an opinion that the 1995
financial statements of the Company fairly present, in all material respects,
the Company's financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles for a stock life
insurance company wholly-owned by a mutual life insurance company and with
reporting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance. As described in Note 1, the accompanying
statutory-basis financial statements are no longer considered to be prepared
in conformity with generally accepted accounting principles. Accordingly, our
present opinion on the 1995 financial statements, as presented in the
following paragraph, is different from that expressed in our previous report.
       
In our opinion, because of the effects of the matter described in the second
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of John Hancock Variable Life Insurance Company at December
31, 1996 and 1995, or the results of its operations or its cash flows for the
years then ended.     
   
Also, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of John Hancock
Variable Life Insurance Company at December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in conformity
with accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.     
                                                            
                                                         Ernst & Young LLP     
                          
Boston, Massachusetts     
                          
February 14, 1997         
                                      37
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION
 
<TABLE>
<CAPTION>
                                                               December 31
                                                            ------------------
                                                              1996      1995
                                                              ----      ----
                                                              (In millions)
<S>                                                         <C>       <C>
Assets
Bonds--Note 7.............................................. $  753.5  $  552.8
Preferred stocks...........................................      9.6       5.0
Common stocks..............................................      1.4       1.7
Investment in affiliates...................................     72.0      65.3
Mortgage loans on real estate--Note 7......................    212.1     146.7
Real estate................................................     38.8      36.4
Policy loans...............................................     80.8      61.8
Cash items:
  Cash in banks............................................     26.7      11.6
  Temporary cash investments...............................      5.2      65.0
                                                            --------  --------
                                                                31.9      76.6
Premiums due and deferred..................................     36.8      39.6
Investment income due and accrued..........................     22.6      18.6
Other general account assets...............................     17.8      20.8
Assets held in separate accounts...........................  3,290.5   2,421.0
                                                            --------  --------
TOTAL ASSETS............................................... $4,567.8  $3,446.3
                                                            ========  ========
Obligations and Stockholder's Equity
OBLIGATIONS
  Policy reserves.......................................... $  877.8  $  612.3
  Federal income and other taxes payable--Note 1...........     29.4      14.2
  Other accrued expenses...................................     75.1     138.7
  Asset valuation reserve--Note 1..........................     16.6      15.4
  Obligations related to separate accounts.................  3,285.8   2,417.0
                                                            --------  --------
TOTAL OBLIGATIONS..........................................  4,284.7   3,197.6
Stockholder's Equity--Notes 2 and 6
  Common Stock, $50 par value; authorized 50,000 shares;
   issued and
   outstanding 50,000 shares...............................      2.5       2.5
  Paid-in capital..........................................    377.5     377.5
  Unassigned deficit.......................................    (96.9)   (131.3)
                                                            --------  --------
TOTAL STOCKHOLDER'S EQUITY.................................    283.1     248.7
                                                            --------  --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY................. $4,567.8  $3,446.3
                                                            ========  ========
</TABLE>
 
The accompanying notes are an integral part of the statutory-basis financial
statements.
 
                                       38
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT
 
<TABLE>
<CAPTION>
                                                       Year ended December 31
                                                       ------------------------
                                                          1996         1995
                                                          ----         ----
                                                           (In millions)
<S>                                                    <C>          <C>
Income
  Premiums............................................ $     820.6  $    570.9
  Net investment income--Note 4.......................        76.1        62.1
  Other, net..........................................       406.0        85.7
                                                       -----------  ----------
                                                           1,302.7       718.7
Benefits and Expenses
  Payments to policyholders and beneficiaries.........       236.1       213.4
  Additions to reserves to provide for future payments
   to policyholders and beneficiaries.................       790.1       282.4
  Expenses of providing service to policyholders and
   obtaining new insurance--Note 6....................       183.8       150.7
  State and miscellaneous taxes.......................        17.3        12.7
                                                       -----------  ----------
                                                           1,227.3       659.2
                                                       -----------  ----------
    GAIN FROM OPERATIONS BEFORE FEDERAL INCOME TAXES
     AND NET REALIZED CAPITAL GAINS (LOSSES)..........        75.4        59.5
Federal income taxes--Note 1..........................        38.6        28.4
                                                       -----------  ----------
    GAIN FROM OPERATIONS BEFORE NET REALIZED CAPITAL
     GAINS (LOSSES)...................................        36.8        31.1
Net realized capital gains (losses)--Note 5...........        (1.5)        0.5
                                                       -----------  ----------
    NET INCOME........................................        35.3        31.6
Unassigned deficit at beginning of year...............      (131.3)     (162.1)
Net unrealized capital gains (losses) and other
 adjustments--Note 5..................................         2.5        (3.0)
Other reserves and adjustments........................        (3.4)        2.2
                                                       -----------  ----------
    UNASSIGNED DEFICIT AT END OF YEAR................. $     (96.9) $   (131.3)
                                                       ===========  ==========
</TABLE>
 
The accompanying notes are an integral part of the statutory-basis financial
statements.
 
                                       39
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
STATUTORY-BASIS STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                      Year ended December 31
                                                      ----------------------
                                                         1996         1995
                                                         ----         ----
                                                           (In millions)
<S>                                                   <C>          <C>
Cash flows from operating activities:
  Insurance premiums................................. $     824.2  $     574.0
  Net investment income..............................        73.4         59.2
  Benefits to policyholders and beneficiaries........      (212.7)      (198.3)
  Dividends paid to policyholders....................       (15.7)       (13.2)
  Insurance expenses and taxes.......................      (196.6)      (161.5)
  Net transfers to separate accounts.................      (524.2)      (257.4)
  Other, net.........................................       386.7         55.1
                                                      -----------  -----------
      NET CASH PROVIDED FROM OPERATIONS..............       335.1         57.9
                                                      -----------  -----------
Cash flows used in investing activities:
  Bond purchases.....................................      (489.9)      (172.5)
  Bond sales.........................................       228.3         18.9
  Bond maturities and scheduled redemptions..........        27.8         36.0
  Bond prepayments...................................        31.9         20.6
  Stock purchases....................................        (6.5)        (1.7)
  Proceeds from stock sales..........................         0.4          1.4
  Real estate purchases..............................       (10.5)       (16.2)
  Real estate sales..................................         8.5          9.3
  Other invested assets purchases....................         0.0         (0.4)
  Proceeds from the sale of other invested assets....         1.5          0.3
  Mortgage loans issued..............................       (84.4)       (19.8)
  Mortgage loan repayments...........................        17.7         21.1
  Other, net.........................................      (104.6)        45.7
                                                      -----------  -----------
      NET CASH USED IN INVESTING ACTIVITIES..........      (379.8)       (57.3)
                                                      -----------  -----------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH IN-
 VESTMENTS...........................................       (44.7)         0.6
Cash and temporary cash investments at beginning of
 year................................................        76.6         76.0
                                                      -----------  -----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR... $      31.9  $      76.6
                                                      ===========  ===========
</TABLE>
 
The accompanying notes are an integral part of the statutory-basis financial
statements.
 
                                       40
<PAGE>
 
          
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS     
   
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES     
   
John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial
institutions. Currently, the Company writes business in all states except New
York.     
   
The preparation of the financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Such estimates and assumptions could change
in the future as more information becomes known, which could impact the
amounts reported and disclosed herein.     
   
Basis of Presentation: The financial statements have been prepared using
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), which practices
differ from generally accepted accounting principles (GAAP). The 1995
financial statements presented for comparative purposes were previously
described as being prepared in accordance with GAAP for stock life insurance
companies wholly-owned by a mutual life insurance company. Pursuant to
Financial Accounting Standards Board Interpretation 40, "Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises" (FIN 40), as amended, which is effective for 1996 financial
statements, financial statements based on statutory accounting practices can
no longer be described as prepared in conformity with GAAP. Furthermore,
financial statements prepared in conformity with statutory accounting
practices for periods prior to the effective date of FIN 40 are not considered
GAAP presentations when presented in comparative form with financial
statements for periods subsequent to the effective date. Accordingly, the 1995
financial statements are no longer considered to be presented in conformity
with GAAP.     
   
The significant differences from GAAP include: (1) policy acquisition costs
are charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances
are provided when there has been a decline in value deemed other than
temporary; (7) investments in affiliates are carried at their net equity value
with changes in value being recorded directly to unassigned deficit rather
than consolidated in the financial statements; and (8) no provision is made
for the deferred income tax effects of temporary differences between book and
tax basis reporting. The effects of the foregoing variances from GAAP have not
been determined but are presumed to be material.     
 
 
                                      41
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
               
The significant accounting practices of the Company are as follows:     
   
Pending Statutory Standards: The NAIC currently is in the process of
recodifying statutory accounting practices, the result of which is expected to
constitute the only source of prescribed statutory accounting practices.
Accordingly, that project, which is expected to be completed in 1999 will
likely change, to some extent, prescribed statutory accounting practices, and
may result in changes to the accounting practices that the Company uses to
prepare its statutory-basis financial statements. The impact of any such
changes on the Company's unassigned deficit cannot be determined at this time
and could be material.     
   
Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses, including the acquisition costs of
new business, are charged to operations as incurred and policyholder dividends
are provided as paid or accrued.     
   
Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-
term, highly-liquid investments both readily convertible to known amounts of
cash and so near maturity that there is insignificant risk of changes in value
because of changes in interest rates.     
   
Valuation of Assets: General account investments are carried at amounts
determined on the following bases:     
     
  Bond and stock values are carried as prescribed by the NAIC; bonds
  generally at amortized amounts or cost, preferred stocks generally at cost
  and common stocks at market. The discount or premium on bonds is amortized
  using the interest method.     
     
  Investments in affiliates are included on the statutory equity method.     
     
  Goodwill is amortized on a straight-line basis over a ten year period.     
     
  Mortgage loans are carried at outstanding principal balance or amortized
  cost.     
     
  Investment real estate is carried at depreciated cost, less encumbrances.
  Depreciation on investment real estate is recorded on a straight-line
  basis. Accumulated depreciation amounted to $1.2 million in 1996 and $0.5
  million in 1995.     
     
  Real estate acquired in satisfaction of debt and held for sale is carried
  at the lower of cost or market as of the date of foreclosure.     
     
  Policy loans are carried at outstanding principal balance, not in excess of
  policy cash surrender value.     
   
Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and
represents a provision for possible fluctuations in the value of bonds, equity
securities, mortgage loans, real estate and other invested assets. Changes to
the AVR are charged or credited directly to the unassigned deficit.     
   
The Company also records the NAIC prescribed Interest Maintenance Reserve
(IMR) that represents that portion of the after tax net accumulated
unamortized realized capital gains and losses on sales of fixed income
securities,     
 
                                      42
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
               
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1996, the IMR, net of 1996 amortization of $1.2 million, amounted to $5.9
million, which is included in policy reserves. The corresponding 1995 amounts
were $1.2 million and $6.9 million, respectively.     
   
Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered and for which the contractholder, rather than the
Company, generally bears the investment risk. Separate account contractholders
have no claim against the assets of the general account of the Company.
Separate account assets are reported at market value. The operations of the
separate accounts are not included in the summary of operations; however,
income earned on amounts initially invested by the Company in the formation of
new separate accounts is included in other income.     
   
Fair Values of Financial Instruments: Statement of Financial Accounting
Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about financial
instruments, whether or not recognized in the statement of financial position,
for which it is practicable to estimate the value. In situations where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company.     
   
The methods and assumptions utilized by the Company in estimating its fair
value disclosures for financial instruments are as follows:     
     
  The carrying amounts reported in the statement of financial position for
  cash and temporary cash investments approximate their fair values.     
     
  Fair values for public bonds are obtained from an independent pricing
  service. Fair values for private placement securities and publicly traded
  bonds not provided by the independent pricing service are estimated by the
  Company by discounting expected future cash flows using current market
  rates applicable to the yield, credit quality and maturity of the
  investments. The fair values for common and preferred stocks, other than
  its subsidiary investments, which are carried at equity values, are based
  on quoted market prices.     
     
  The fair value of interest rate swaps and currency rate swaps is estimated
  using a discounted cash flow method adjusted for the difference between the
  rate of the existing swap and the current swap market rate. Discounted cash
  flows in foreign currencies are converted to U.S. dollars using current
  exchange rates.     
     
  The fair value for mortgage loans is estimated using discounted cash flow
  analyses using interest rates adjusted to reflect the credit
  characteristics of the underlying loans. Mortgage loans with similar
  characteristics and credit risks are aggregated into qualitative categories
  for purposes of the fair value calculations.     
     
  The carrying amount in the statement of financial position for policy loans
  approximates their fair value.     
     
  The fair value for outstanding commitments to purchase long-term bonds and
  issue real estate mortgages is estimated using a discounted cash flow
  method incorporating adjustments for the difference in the level of
  interest rates between the dates the commitments were made and December 31,
  1996. The fair value for commitments to purchase real estate approximates
  the amount of the initial commitment.     
 
                                      43
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
               
Capital Gains and Losses: Realized capital gains and losses are determined
using the specific identification basis. Realized capital gains and losses,
net of taxes and amounts transferred to the IMR, are included in net gain or
loss. Unrealized gains and losses, which consist of market value and book
value adjustments, are shown as adjustments to the unassigned deficit.     
   
Policy Reserves: Life reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest
rates and valuation methods that will provide, in the aggregate, reserves that
are greater than or equal to the minimum or guaranteed policy cash values or
the amounts required by the Commonwealth of Massachusetts Division of
Insurance. Reserves for variable life insurance policies are maintained
principally on the modified preliminary term method using the 1958 and 1980
Commissioner's Standard Ordinary (CSO) mortality tables, with an assumed
interest rate of 4% for policies issued prior to May 1, 1983 and 4 1/2% for
policies issued on or thereafter. Reserves for single premium policies are
determined by the net single premium method using the 1958 CSO mortality
table, with an assumed interest rate of 4%. Reserves for universal life
policies issued prior to 1985 are equal to the gross account value which at
all times exceeds minimum statutory requirements. Reserves for universal life
policies issued from 1985 through 1988 are maintained at the greater of the
Commissioner's Reserve Valuation Method (CRVM) using the 1958 CSO mortality
table, with 4 1/2% interest or the cash surrender value. Reserves for
universal life policies issued after 1988 and for flexible variable policies
are maintained using the greater of the cash surrender value or the CRVM
method with the 1980 CSO mortality table and 5 1/2% interest for policies
issued from 1988 through 1992; 5% interest for policies issued in 1993 and
1994; and 4 1/2% interest for policies issued in 1995 and 1996.     
   
Federal Income Taxes: Federal income taxes are reported in the financial
statements based on amounts determined to be payable as a result of operations
within the current accounting period. The operations of the Company are
consolidated with John Hancock in filing a consolidated federal income tax
return for the affiliated group. The federal income taxes of the Company are
allocated on a separate return basis with certain adjustments. The Company
made payments of $33.5 million in 1996 and $32.2 million in 1995.     
   
Income before taxes differs from taxable income principally due to tax-exempt
investment income, the limitation placed on the tax deductibility of
policyholder dividends, accelerated depreciation, differences in policy
reserves for tax return and financial statement purposes, capitalization of
policy acquisition expenses for tax purposes and other adjustments prescribed
by the Internal Revenue Code.     
   
No provision is generally recognized for temporary differences that may exist
between financial reporting and taxable income or loss.     
   
Reinsurance: Premiums, commissions, expense reimbursements, benefits and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms
of the reinsurance contracts. Premiums ceded to other companies have been
reported as a reduction of premium income. Amounts applicable to reinsurance
ceded for future policy benefits, unearned premium reserves and claim
liabilities have been reported as reductions of these items.     
   
Reclassifications: Certain 1995 amounts have been reclassified to permit
comparison with the corresponding 1996 amounts.     
 
                                      44
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 2--CAPITALIZATION     
   
In prior years, the Company received capital contributions from John Hancock,
with a portion of the contributed capital being credited to common stock,
although no additional shares were issued. This practice, which is acceptable
to statutory authorities, has the effect of stating the carrying value of
issued shares of common stock at amounts other than $50 per share par value
with the offset reflected in paid-in capital.     
   
At December 31, 1994, the Company had 50,000 shares authorized with 20,000
shares issued and outstanding. On February 16, 1995, the Company issued the
remaining 30,000 shares to John Hancock and transferred $22.5 million from
common stock to paid-in capital. The par value per share is $50.     
   
NOTE 3--ACQUISITION     
   
On June 23, 1993, the Company acquired all of the outstanding shares of stock
of Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn
Life Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance
Company (Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during each of 1996 and 1995.
Unamortized goodwill at December 31, 1996 was $15.2 million and is being
amortized over ten years on a straight-line basis.     
   
On June 24, 1993, the Company contributed $24.6 million in additional capital
to CPAL. CPAL was renamed John Hancock Life Insurance Company of America
(JHLICOA) on July 7, 1993. JHLICOA manages the business assumed from Charter
and does not currently issue new business.     
   
NOTE 4--NET INVESTMENT INCOME     
   
Investment income has been reduced by the following amounts:     
 
<TABLE>   
<CAPTION>
                                                                    1996   1995
                                                                    ----   ----
                                                                   (In millions)
<S>                                                                <C>    <C>
Investment expenses............................................... $  7.0 $  5.1
Depreciation expense..............................................    0.9    1.0
Investment taxes..................................................    0.5    0.5
                                                                   ------ ------
                                                                   $  8.4 $  6.6
                                                                   ====== ======
</TABLE>    
 
                                      45
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 5--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS     
   
Net realized capital gains (losses) consist of the following items:     
 
<TABLE>   
<CAPTION>
                                                                  1996    1995
                                                                  ----    ----
                                                                 (In millions)
<S>                                                              <C>     <C>
Net gains (losses) from asset sales............................. $ (0.2) $  4.0
Capital gains tax...............................................   (1.0)   (2.5)
Net capital gains transferred to IMR............................   (0.3)   (1.0)
                                                                 ------  ------
  Realized Capital Gains (Losses)............................... $ (1.5) $  0.5
                                                                 ======  ======
</TABLE>    
   
Net unrealized capital gains (losses) and other adjustments consist of the
following items:     
 
<TABLE>   
<CAPTION>
                                                                  1996    1995
                                                                  ----    ----
                                                                 (In millions)
<S>                                                              <C>     <C>
Net gains (losses) from changes in security values and book
 value adjustments.............................................. $  3.7  $ (0.2)
Increase in asset valuation reserve.............................   (1.2)   (2.8)
                                                                 ------  ------
  Net Unrealized Capital Gains (Losses) and Other Adjustments... $  2.5  $ (3.0)
                                                                 ======  ======
</TABLE>    
   
NOTE 6--TRANSACTIONS WITH PARENT     
   
The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number
of criteria which were revised in 1996 and 1995 to reflect continuing changes
in the Company's operations. The amount of the service fee charged to the
Company was $111.7 million and $97.9 million in 1996 and 1995, respectively,
which has been included in insurance and investment expenses. The Parent has
guaranteed that, if necessary, it will make additional capital contributions
to prevent the Company's stockholder's equity from declining below $1.0
million.     
   
The service fee charged to the Company by the Parent includes $1.6 million and
$1.8 million in 1996 and 1995, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being
amortized over twenty years, that was allocated to the Company.     
   
Effective January 1, 1994, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of 1996, 1995 and 1994 issues of
flexible premium variable life insurance and scheduled premium variable life
insurance policies. In connection with this agreement, John Hancock
transferred $24.5 million and $32.7 million of cash for tax, commission, and
expense allowances to the Company, which increased the Company's net gain from
operations by $15.7 million and $20.3 million in 1996 and 1995, respectively.
       
Effective January 1, 1996, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of 1995 and 1996 issues of retail
annuity contracts (Independence Preferred and Declaration). In connection with
this agreement, John Hancock transferred $23.2 million of cash for surrender
benefits, tax, reserve increase, commission, expense allowances and premium to
the Company, which increased the Company's net gain from operations by $15.1
million in 1996.     
 
                                      46
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 7--INVESTMENTS     
   
The statement value and fair value of bonds are shown below:     
 
<TABLE>   
<CAPTION>
                                                      Gross      Gross
                                          Statement Unrealized Unrealized  Fair
      Year ended December 31, 1996          Value     Gains      Losses   Value
      ----------------------------        --------- ---------- ---------- -----
                                                      (In millions)
<S>                                       <C>       <C>        <C>        <C>
U.S. Treasury securities and obligations
 of U.S. government corporations and
 agencies...............................   $ 44.4     $ 0.2       $0.2    $ 44.4
Obligations of states and political
 subdivisions...........................     12.6       0.4        0.0      13.0
Debt securities issued by foreign
 governments............................      0.8       0.1        0.0       0.9
Corporate securities....................    623.2      29.8        3.4     649.6
Mortgage-backed securities..............     72.5      10.2        0.1      82.6
                                           ------     -----       ----    ------
  Total bonds...........................   $753.5     $40.7       $3.7    $790.5
                                           ======     =====       ====    ======
<CAPTION>
                                                      Gross      Gross
                                          Statement Unrealized Unrealized  Fair
      Year ended December 31, 1995          Value     Gains      Losses   Value
      ----------------------------        --------- ---------- ---------- -----
                                                      (In millions)
<S>                                       <C>       <C>        <C>        <C>
U.S. Treasury securities and obligations
 of U.S. government corporations and
 agencies...............................   $ 89.0     $ 0.5       $0.0    $ 89.5
Obligations of states and political
 subdivisions...........................     11.4       1.1        0.0      12.5
Debt securities issued by foreign
 governments............................      1.3       0.2        0.0       1.5
Corporate securities....................    445.6      44.1        1.6     488.1
Mortgage-backed securities..............      5.5       0.3        0.1       5.7
                                           ------     -----       ----    ------
  Total bonds...........................   $552.8     $46.2       $1.7    $597.3
                                           ======     =====       ====    ======
</TABLE>    
   
The statement value and fair value of bonds at December 31, 1996, by
contractual maturity, are shown below. Maturities will differ from contractual
maturities because eligible borrowers may exercise their right to call or
prepay obligations with or without call or prepayment penalties.     
 
<TABLE>   
<CAPTION>
                                                               Statement  Fair
                                                                 Value   Value
                                                               --------- -----
                                                                (In millions)
<S>                                                            <C>       <C>
Due in one year or less.......................................  $ 51.6   $ 52.9
Due after one year through five years.........................   260.8    267.7
Due after five years through ten years........................   244.3    253.7
Due after ten years...........................................   124.3    133.6
                                                                ------   ------
                                                                 681.0    707.9
Mortgage-backed securities....................................    72.5     82.6
                                                                ------   ------
                                                                $753.5   $790.5
                                                                ======   ======
</TABLE>    
 
 
                                      47
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 7--INVESTMENTS--CONTINUED     
   
Proceeds from sales of bonds during 1996 and 1995 were $228.3 million and
$18.9 million, respectively. Gross gains of $1.3 million in 1996 and $0.2
million in 1995 and gross losses of $2.1 million in 1996 and $0.1 million in
1995 were realized on these transactions.     
   
The cost of common stocks was $0.0 million and $0.1 million at December 31,
1996 and 1995, respectively. Gross unrealized appreciation on common stocks
totaled $1.4 million, and gross unrealized depreciation totaled $0.0 million
at December 31, 1996. The fair value of preferred stock totaled $9.6 million
at December 31, 1996 and $5.2 million at December 31, 1995.     
   
Bonds with amortized cost of $11.3 million were nonincome producing for the
twelve months ended December 31, 1996.     
   
At December 31, 1996, the mortgage loan portfolio was diversified by
geographic region and specific collateral property type as displayed below.
The Company controls credit risk through credit approvals, limits and
monitoring procedures.     
 
<TABLE>   
<CAPTION>
                           Statement
     Property Type           Value
     -------------         ---------
                         (In millions)
<S>                      <C>
Apartments..............    $ 96.0
Industrial..............      35.0
Office buildings........      11.3
Retail..................      29.0
Agricultural............      28.9
Other...................      11.9
                            ------
                            $212.1
                            ======
</TABLE>    
<TABLE>                           
<CAPTION>
       Geographic          Statement
     Concentration           Value
     -------------         ---------
                         (In millions)
<S>                      <C>
East North Central......    $ 31.1
Middle Atlantic.........      11.5
Mountain................       7.6
New England.............      27.6
Pacific.................      49.9
South Atlantic..........      58.8
West South Central......      25.6
                            ------
                            $212.1
                            ======
</TABLE>    
   
At December 31, 1996, the fair values of the commercial and agricultural
mortgage loans portfolios were $189.0 million and $30.4 million, respectively.
The corresponding amounts as of December 31, 1995 were approximately $132.1
million and $22.2 million, respectively.     
   
The maximum and minimum lending rates for mortgage loans during 1996 were
8.69% and 7.04% for agricultural loans and 8.5% and 7.2% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured or guaranteed or purchase money
mortgages, is 75%. For city mortgages, fire insurance is carried on all
commercial and residential properties at least equal to the excess of the loan
over the maximum loan which would be permitted by law on the land without the
building, except as permitted by regulations of the Federal Housing Commission
on loans fully insured under the provisions of the National Housing Act. For
agricultural mortgage loans, fire insurance is not normally required on land
based loans except in those instances where a building is critical to the
farming operation. Fire insurance is required on all agri-business facilities
in an aggregate amount equal to the loan balance.     
 
                                      48
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 8--REINSURANCE     
   
The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose
of reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers in 1996 were $384.3 million, $9.9 million, and $12.1 million,
respectively. The corresponding amounts in 1995 were $72.4 million, $8.7
million, and $12.1 million, respectively.     
   
To the extent that an assuming reinsurance company is unable to meet its
obligations under a reinsurance agreement, the Company remains liable as the
direct insurer on all risks reinsured.     
   
NOTE 9--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK     
   
The Company enters into interest rate swap contracts for the purpose of
converting the interest rate characteristics (fixed or variable) of certain
investments to match those of related insurance liabilities. Maturities of
current agreements range through 2011. These swaps involve, to varying
degrees, interest rate risk in excess of amounts recognized in the statement
of financial position.     
   
The Company enters into currency rate swap agreements to manage exposure to
foreign exchange rate fluctuations. Maturities of current agreements range
through 2006. Should the counterparty fail to meet the terms of the contract,
the Company's market risk is limited to the currency rate differential.     
   
The Company enters into interest rate cap contracts to manage exposure on
underlying security values due to a rise in interest rates. Maturities of
current agreements range through 2006.     
   
The Company also uses financial futures contracts to hedge public bonds
intended for future sale in order to lock in the market value at the date of
contract. The Company is subject to the risks associated with changes in the
value of the underlying securities; however, such changes in value generally
are offset by changes in the value of the hedged items. The contract or
notional amounts of the contracts represent the extent of the Company's
involvement but not in the future cash requirements, as the Company intends to
close the open positions prior to settlement.     
   
The contract or notional amount of the foregoing financial instruments, which
indicates the Company's involvement and in certain instances, maximum credit
risk related to those instruments, is as follows:     
 
<TABLE>   
<CAPTION>
                                                                   December 31
                                                                  -------------
                                                                   1996   1995
                                                                   ----   ----
                                                                  (In millions)
<S>                                                               <C>     <C>
Futures contracts to sell securities............................  $  73.0 $ 0.0
                                                                  ======= =====
Notional amount of interest rate swaps, currency rate swaps, and
 interest rate caps to:
  Receive variable rates........................................  $ 215.9 $ 0.0
                                                                  ======= =====
  Receive fixed rates...........................................  $  26.6 $ 5.0
                                                                  ======= =====
</TABLE>    
 
                                      49
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 9--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED     
   
The Company continually monitors its positions and the credit ratings of the
counterparties to these financial instruments. The Company believes the risk
of incurring losses due to the nonperformance by its counterparties is remote
and that any such losses would be immaterial.     
   
Based on the market rates in effect at December 31, 1996, the Company's
interest rate swaps, currency rate swaps and interest rate caps represented
(assets) liabilities to the Company with fair values of $2.3 million, $(8.2)
million and $(2.0) million, respectively. The corresponding amounts as of
December 31, 1995 were $0.0 million.     
   
NOTE 10--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUND     
   
The Company's annuity reserves and deposit fund liabilities that are subject
to discretionary withdrawal and subject to discretionary withdrawal (without
adjustment) are summarized as follows:     
 
<TABLE>   
<CAPTION>
                                                      December 31, 1996 Percent
                                                      ----------------- -------
                                                        (In millions)
<S>                                                   <C>               <C>
Subject to discretionary withdrawal at book value
 less surrender charge...............................      $441.9         89.3%
Subject to discretionary withdrawal at book value
 (without adjustment)................................        53.0         10.7
                                                           ------        -----
Total annuity reserves and deposit liabilities.......      $494.9        100.0%
                                                           ======        =====
</TABLE>    
   
NOTE 11--COMMITMENTS AND CONTINGENCIES     
   
The Company has extended commitments to purchase long-term bonds and real
estate and issue real estate mortgages totalling $42.1 million, $0.1 million,
and $33.5 million, respectively, at December 31, 1996. The Company 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. The
fair value of the commitments described above is $76.2 million at December 31,
1996. The majority of these commitments expire in 1997.     
   
In the normal course of its business operations, the Company is involved in
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1996. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position of the Company.     
 
                                      50
<PAGE>
 
   
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY     
   
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED     
   
NOTE 12--FAIR VALUE OF FINANCIAL INSTRUMENTS     
   
The following table presents the carrying amounts and fair values of the
Company's financial instruments:     
 
<TABLE>   
<CAPTION>
                                                   Year ended December 31
                                               --------------------------------
                                                    1996             1995
                                               ---------------  ---------------
                                               Carrying  Fair   Carrying  Fair
                                                Amount  Value    Amount  Value
                                               -------- ------  -------- ------
                                                        (In millions)
<S>                                            <C>      <C>     <C>      <C>
Assets
  Bonds--Note 7...............................  $753.5  $790.5   $552.8  $597.3
  Preferred stocks--Note 7....................     9.6     9.6      5.0     5.2
  Common stocks--Note 7.......................     1.4     1.4      1.7     1.7
  Mortgage loans on real estate--Note 7.......   212.1   219.4    146.7   154.3
  Policy loans--Note 1........................    80.8    80.8     61.8    61.8
  Cash and cash equivalents--Note 1...........    31.9    31.9     76.6    76.6
Derivatives liabilities relating to:--Note 9
  Interest rate swaps.........................     --      2.3      --      0.0
  Currency rate swaps.........................     --     (8.2)     --      0.0
  Interest rate caps..........................     --     (2.0)     --      0.0
Liabilities
  Commitments--Note 11........................     --     76.2      --     23.8
</TABLE>    
   
The carrying amounts in the table are included in the statutory-basis
statements of financial position. The method and assumptions utilized by the
Company in estimating its fair value disclosures are described in Note 1.     
 
                                      51
<PAGE>
 
                       APPENDIX--OTHER POLICY PROVISIONS
 
SETTLEMENT PROVISIONS
 
  In place of a single payment, an amount of $1,000 or more payable under the
Policy as a benefit or as the surrender value, if any, may be left with
JHVLICO under the terms of a supplementary agreement. The agreement will be
issued when the proceeds are applied through the election of any one of the
options below.
 
  The following options are subject to the restrictions and limitations stated
in the Policies.
 
    Option 1--Interest Income at the declared rate but not less than 3 1/2% a
  year on proceeds held on deposit.
 
    Option 2A--Income of a Specified Amount, with payments each year totaling
  at least 1/12th of the proceeds, until the proceeds, with interest credited
  at the declared rate but not less than 3 1/2% a year on unpaid balances,
  are fully paid.
 
    Option 2B--Income for a Fixed Period, with each payment as declared.
 
    Option 3--Life Income with Payments for a Guaranteed Period.
 
    Option 4--Life Income without Refund at the death of the Payee of any
  part of the proceeds applied. Only one payment is made if the Payee dies
  before the second payment is due.
 
    Option 5--Life Income with Cash Refund at the death of the Payee of the
  amount, if any, equal to the proceeds applied less the sum of all income
  payments made.
 
  No election of an option may provide for income payments of less than $50.
 
  Other options may be arranged with JHVLICO's approval, including optional
methods of settlement available from John Hancock.
 
ADDITIONAL INSURANCE BENEFITS
 
  On payment of an additional premium and subject to certain age and insurance
underwriting requirements, certain additional provisions, such as Disability
Waiver of Premiums and Accidental Death Benefits, which are subject to the
restrictions and limitations set forth therein, may be included in a Policy.
 
GENERAL PROVISIONS
 
  BENEFICIARY. The Beneficiary will be as shown in the application for the
Policy, unless thereafter changed by the Owner in accordance with the terms of
the Policy. If the insured dies and there is no surviving Beneficiary, the
Owner will be the Beneficiary, but if the insured was the Owner, the Owner's
estate will be the Beneficiary.
   
  ASSIGNMENT. The Owner's interest in the Policy may be assigned without the
consent of any revocable Beneficiary. JHVLICO will not be on notice of any
assignment unless it is in writing and until a duplicate of the original
assignment has been filed at JHVLICO's Servicing Office. JHVLICO assumes no
responsibility for the validity or sufficiency of any assignment.     
 
  AGE AND SEX. If the age or sex of the insured has been misstated, JHVLICO
will adjust the Initial Sum Insured and every other benefit to that which the
premium paid would have purchased at the correct age and sex.
 
                                      52
<PAGE>
 
  SUICIDE. If the insured commits suicide, while sane or insane, within 2
years (except where state law requires a shorter period) from the issue date
shown in the Policy, JHVLICO will pay in place of all other benefits an amount
equal to the premiums paid less any indebtedness.
 
  AVIATION ACTIVITY EXCLUSION. If the insured dies in an aviation accident
while a crew member on other than a commercial aircraft and the Policy
provides at the request of the Owner for a limited benefit in such situation,
JHVLICO will pay in place of all other benefits an amount equal to the greater
of the premiums paid or the surrender value, less indebtedness.
 
  INCONTESTABILITY. The Policy, except for any provision for a disability
benefit or additional benefits provisions added after issue, shall be
incontestable after it has been in force during the lifetime of the insured
for 2 years from its issue date except for nonpayment of premium.
   
  DEFERRAL OF DETERMINATIONS AND PAYMENTS. If the Policy is not on a fixed
non-forfeiture option, payment of any death, surrender, or loan proceeds will
ordinarily be made within seven days after receipt at JHVLICO's Servicing
Office of all documents required for any such payment. Approximately two-
thirds of the claims for death proceeds which are made within two years after
the date of issue of the Policy will be investigated to determine whether the
claim should be contested and payment of these claims will therefore be
delayed.     
 
  JHVLICO may defer the determination, payment or application of such amounts
if the effective date for determining such amounts falls within any period
during which: (1) the disposal or valuation of the Accounts' assets is not
reasonably practicable because the New York Stock Exchange is closed or
conditions are such that, under the Commissions' rules and regulations,
trading is restricted or an emergency is deemed to exist or (2) the Commission
by order permits postponement of such actions for the protection of JHVLICO
Owners.
 
  Under a Policy being continued under a fixed non-forfeiture option payment
of the cash value or loan proceeds may be deferred by JHVLICO for up to six
months after receipt of a request therefor. Interest will be accrued at an
annual rate of 3 1/2% if such a deferment extends beyond 29 days.
 
  The foregoing description of Policy provisions is qualified by reference to
the specimen Policies which have been filed as exhibits to the Registration
Statement.
 
                                      53
<PAGE>
 
             APPENDIX--ILLUSTRATION OF DEATH BENEFITS, CASH VALUES
                           AND ACCUMULATED PREMIUMS.
 
  The following tables illustrate the way in which the three types of Policies
operate. Each table illustrates the changes in the death benefit and cash
value of the base Policy, disregarding any dividends or Policy loans. Each
table separately illustrates the operation of a Policy assuming dividends
WHICH ARE NOT GUARANTEED are used to purchase additional variable paid-up
death benefits. The tables show how the death benefit and cash value may vary
over an extended period of time assuming the subaccounts experience
hypothetical rates of investment return (i.e., investment income and capital
gains and losses, realized or unrealized) equivalent to constant gross annual
rates of 0%, 6% and 12%. The tables are based on given annual premiums for a
standard risk and will assist in a comparison of the total death benefit and
cash value figures set forth in the tables with those under other variable
life insurance policies which may be issued by JHVLICO or other companies. The
death benefit and cash value for a Policy would be different from those shown
if premiums are paid more frequently than annually or if the actual gross
rates of investment return applicable to the Policy average 0%, 6% or 12% over
a period of years, but nevertheless fluctuated above or below the average for
individual Policy years.
 
  The amounts shown for the death benefit and cash value as of the end of each
Policy year reflect a total asset charge of 1.086% comprised of the daily
charge against the Account for mortality and expense risks (equivalent to an
effective annual rate of .50% of the value of the Account's assets), an
average asset charge for the daily investment advisory expense charges to the
Portfolios of the Fund (equivalent to an effective annual rate of .39%) and an
assumed average asset charge for the annual non-advisory operating expenses of
each Portfolio of the Fund (equivalent to an effective annual rate of .20%).
For a description of expenses charged to the Portfolios, including the
reimbursement of any Portfolio for annual non-advisory operating expenses in
excess of an effective annual rate of .25%, a continuing obligation of the
Fund's investment adviser, see the attached prospectus for the Fund. The
charges for the daily investment management fee and the annual non-advisory
operating expenses are based on the hypothetical assumption that Policy values
are allocated equally among the seven subaccounts. The actual charges and
expenses associated with any Policy may be more or less than 1.086% and will
vary depending upon the actual allocation of Policy values among subaccounts.
 
  The tables reflect that no charge is currently made to the Account for
Federal income taxes. However, JHVLICO reserves the right to make such a
charge in the future and any charge would require higher rates of investment
return in order to produce the same Policy values.
 
  The second column of each table shows the amount to which the total premiums
to the end of a Policy year during the premium paying period would accumulate
if an amount equal to those premiums were invested to earn interest, after
taxes, at 5% compounded annually.
 
  The death benefits (and resulting cash values) shown for additional variable
paid-up death benefits purchased with dividends paid under a Policy are
illustrative of those which would be paid if investment returns of 0%, 6% and
12% are realized, if JHVLICO's mortality and expense experience in the future
is as currently experienced and if its dividend scale remains unchanged.
However, as experience has clearly shown, conditions cannot be expected to
continue unchanged, and accordingly dividend scales must be expected to change
from time to time. MOREOVER, THERE IS NO GUARANTEE AS TO THE AMOUNT OF
DIVIDENDS, IF ANY, THAT WILL BE PAID UNDER A POLICY. Although the tables are
based on the assumption that dividends will be used to purchase additional
variable paid-up death benefits, other dividend options are available. (See
"Annual Dividends".)
 
  JHVLICO will furnish upon request a comparable illustration reflecting the
proposed insured's age, sex, smoking status and the Initial Sum Insured or
premium amount requested, and assuming that premiums are paid on an annual
basis and the proposed insured is a standard risk.
 
                                      54
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE 100
   AGE 25 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $135,135
   ANNUAL PREMIUM $1,250.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                             0%                     6%                     12%
                   ---------------------- ---------------------- -----------------------
                       Death Benefit          Death Benefit           Death Benefit
                   ---------------------- ---------------------- -----------------------
        Prms Accum
            at      Base   Var Pu          Base   Var Pu          Base   Var Pu
 Year    5%/Annum  Policy   Adds   Total  Policy   Adds   Total  Policy   Adds    Total
 ----   ---------- ------- ------ ------- ------- ------ ------- ------- ------- -------
<S>     <C>        <C>     <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
     1     1,313   135,135     0  135,135 135,550      0 135,550 142,561       0 142,561
     2     2,691   135,135   208  135,343 135,588    208 135,796 143,283     208 143,491
     3     4,138   135,135   400  135,535 135,786    410 136,196 147,033     421 147,454
     4     5,657   135,135   575  135,710 135,993    608 136,600 151,098     642 151,739
     5     7,252   135,135   734  135,869 136,206    799 137,005 155,417     869 156,286
     6     8,928   135,135   879  136,014 136,423    986 137,409 159,987   1,105 161,092
     7    10,686   135,135 1,011  136,146 136,644  1,168 137,812 164,813   1,350 166,164
     8    12,533   135,135 1,153  136,288 136,870  1,374 138,244 169,906   1,679 171,585
     9    14,472   135,135 1,302  136,437 137,099  1,601 138,700 175,277   2,126 177,403
    10    16,508   135,135 1,458  136,593 137,332  1,853 139,185 180,939   2,712 183,652
    15    28,322   135,135 2,420  137,555 138,519  3,981 142,500 213,370   8,251 221,620
    20    43,399   135,135 3,384  138,519 139,804  7,708 147,512 255,762  19,892 275,654
    25    62,642   135,135 4,103  139,238 141,231 12,607 153,838 312,737  40,264 353,002
    30    87,201   135,135 4,595  139,730 142,712 18,666 161,378 386,200  74,054 460,254
    35   118,545   135,135 4,986  140,121 144,248 26,213 170,461 481,203 129,322 610,525
Age 65   158,550   135,135 5,342  140,477 145,835 35,315 181,150 604,241 217,588 821,829
<CAPTION>
                             0%                     6%                     12%
                   ---------------------- ---------------------- -----------------------
                         Cash Value             Cash Value             Cash Value
                   ---------------------- ---------------------- -----------------------
        Base Prem
         Accum at   Base   Var Pu          Base   Var Pu          Base   Var Pu
 Year    5%/Annum  Policy   Adds   Total  Policy   Adds   Total  Policy   Adds    Total
 ----   ---------- ------- ------ ------- ------- ------ ------- ------- ------- -------
<S>     <C>        <C>     <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
     1     1,313        94     0       94      99      0      99     105       0     105
     2     2,691       934    34      968     995     34   1,028   1,056      34   1,090
     3     4,138     1,774    67    1,841   1,937     69   2,007   2,108      71   2,179
     4     5,657     2,613   100    2,713   2,929    106   3,035   3,269     112   3,381
     5     7,252     3,448   132    3,580   3,968    145   4,112   4,548     158   4,706
     6     8,928     4,278   164    4,443   5,056    185   5,241   5,957     208   6,165
     7    10,686     5,101   196    5,297   6,192    227   6,420   7,503     264   7,767
     8    12,533     5,915   232    6,147   7,379    277   7,656   9,202     340   9,542
     9    14,472     6,720   271    6,991   8,614    335   8,949  11,063     447  11,510
    10    16,508     7,513   315    7,828   9,899    402  10,301  13,102     591  13,693
    15    28,322    11,495   627   12,123  17,345  1,036  18,381  26,840   2,156  28,996
    20    43,399    15,037 1,045   16,082  26,110  2,390  28,499  47,986   6,193  54,178
    25    62,642    17,723 1,498   19,221  35,800  4,623  40,423  79,639  14,826  94,465
    30    87,201    19,972 1,967   21,938  46,822  8,025  54,847 127,290  31,977 159,267
    35   118,545    21,708 2,473   24,181  58,936 13,060  71,996 197,510  64,715 262,225
Age 65   158,550    22,958 3,032   25,990  71,982 20,142  92,124 299,610 124,650 424,260
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-annual $638.73, Quarterly $325.90,
Special Monthly $108.30
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      55
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE 100
   AGE 40 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $113,968
   ANNUAL PREMIUM $2,000.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                               0%                     6%                     12%
                     ---------------------- ---------------------- -----------------------
                         Death Benefit          Death Benefit           Death Benefit
                     ---------------------- ---------------------- -----------------------
          Prms Accum
              at      Base   Var Pu          Base   Var Pu          Base   Var Pu
  Year     5%/Annum  Policy   Adds   Total  Policy   Adds   Total  Policy   Adds    Total
  ----    ---------- ------- ------ ------- ------- ------ ------- ------- ------- -------
  <S>     <C>        <C>     <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
     1       2,100   113,968     0  113,968 114,318      0 114,318 120,231       0 120,231
     2       4,305   113,968   102  114,070 114,417    102 114,519 122,111     102 122,213
     3       6,620   113,968   196  114,164 114,581    202 114,783 125,257     262 125,519
     4       9,051   113,968   282  114,250 114,754    342 115,096 128,695     511 129,206
     5      11,604   113,968   362  114,330 114,931    536 115,467 132,341     854 133,196
     6      14,284   113,968   459  114,427 115,112    780 115,892 136,184   1,296 137,479
     7      17,098   113,968   577  114,545 115,295  1,072 116,367 140,221   1,840 142,061
     8      20,053   113,968   735  114,703 115,480  1,437 116,917 144,460   2,529 146,989
     9      23,156   113,968   923  114,891 115,667  1,867 117,535 148,909   3,365 152,273
    10      26,413   113,968 1,139  115,107 115,857  2,366 118,224 153,577   4,367 157,944
    15      45,315   113,968 2,421  116,389 116,823  5,812 122,635 180,222  12,462 192,684
    20      69,438   113,968 3,776  117,744 117,844 10,765 128,609 214,207  27,661 241,868
  Age 65   100,226   113,968 4,895  118,863 118,945 16,990 135,935 258,552  53,375 311,927
    30     139,521   113,968 5,836  119,804 120,069 24,212 144,791 314,489  95,727 410,216
    35     189,672   113,968 6,651  120,619 121,212 34,125 155,337 385,101 163,843 548,944
<CAPTION>
                               0%                     6%                     12%
                     ---------------------- ---------------------- -----------------------
                           Cash Value             Cash Value             Cash Value
                     ---------------------- ---------------------- -----------------------
          Base Prem
           Accum at   Base   Var Pu          Base   Var Pu          Base   Var Pu
  Year     5%/Annum  Policy   Adds   Total  Policy   Adds   Total  Policy   Adds    Total
  ----    ---------- ------- ------ ------- ------- ------ ------- ------- ------- -------
  <S>     <C>        <C>     <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
     1       2,100       591     0      591     626      0     626     662       0     662
     2       4,305     1,986    28    2,014   2,137     28   2,165   2,291      28   2,319
     3       6,620     3,350    57    3,407   3,694     58   3,752   4,056      76   4,132
     4       9,051     4,682    84    4,767   5,296    102   5,399   5,967     154   6,121
     5      11,604     5,984   112    6,096   6,947    166   7,113   8,036     266   8,302
     6      14,284     7,254   147    7,401   8,644    250   8,894  10,273     417  10,690
     7      17,098     8,494   191    8,685  10,391    356  10,746  12,695     613  13,308
     8      20,053     9,705   251    9,956  12,187    493  12,680  15,315     871  16,186
     9      23,156    10,886   326   11,212  14,035    662  14,697  18,151   1,198  19,350
    10      26,413    12,037   416   12,453  15,934    868  16,801  21,218   1,607  22,826
    15      45,315    17,504 1,037   18,541  26,385  2,499  28,884  40,891   5,380  46,270
    20      69,438    22,070 1,878   23,948  37,910  5,381  43,291  69,226  13,883  83,110
  Age 65   100,226    25,346 2,780   28,126  49,861  9,691  59,552 108,880  30,573 139,453
    30     139,521    27,731 3,736   31,467  62,133 15,892  78,025 163,488  61,828 225,316
    35     189,672    29,282 4,725   34,007  74,287 24,354  98,641 237,100 117,438 354,538
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-annual $1,021.60, Quarterly
$520.90, Special Monthly $172.80
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      56
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE P50
   AGE 25 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $65,723
   ANNUAL PREMIUM $700.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Qualified
 
<TABLE>
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                       Death Benefit        Death Benefit         Death Benefit
                    -------------------- -------------------- ----------------------
         Prms Accum
             at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         735   65,723     0  65,723 65,925      0 65,925  69,335      0  69,335
    2       1,507   65,723     0  65,723 65,930      0 65,930  69,442      0  69,442
    3       2,317   65,723   175  65,898 66,029    192 66,221  71,304    211  71,515
    4       3,168   65,723   352  66,075 66,130    402 66,533  73,289    456  73,745
    5       4,061   65,723   527  66,250 66,234    625 66,859  75,389    735  76,124
    6       4,999   65,723   702  66,425 66,340    862 67,202  77,607  1,052  78,659
    7       5,984   65,723   876  66,599 66,448  1,114 67,562  79,948  1,407  81,356
    8       7,019   65,723 1,056  66,779 66,557  1,388 67,945  82,417  1,816  84,234
    9       8,105   65,723 1,240  66,963 66,669  1,684 68,352  85,021  2,282  87,302
   10       9,245   65,723 1,428  67,151 66,782  2,002 68,784  87,765  2,810  90,575
   15      15,860   65,723 2,434  68,157 67,358  4,007 71,365 103,443  6,732 110,175
   20      24,303   65,723 3,406  69,129 67,982  6,620 74,601 123,953 13,481 137,433
   25      35,079   65,723 4,135  69,858 68,677  9,555 78,232 151,610 23,919 175,529
   30      48,833   65,723 4,571  70,294 69,399 12,600 81,999 187,256 39,210 226,466
   35      66,385   65,723 4,740  70,463 70,147 15,688 85,835 233,343 61,314 294,657
  Age
   65      88,788   65,723 4,692  70,415 70,919 18,763 89,682 293,022 92,895 385,917
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                         Cash Value           Cash Value            Cash Value
                    -------------------- -------------------- ----------------------
         Base Prem
          Accum at   Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         735       13     0      13     14      0     14      15      0      15
    2       1,507      423     0     423    450      0    450     476      0     476
    3       2,317      834    29     863    908     32    941     985     35   1,021
    4       3,168    1,244    61   1,305  1,390     70  1,461   1,548     80   1,628
    5       4,061    1,652    95   1,747  1,896    113  2,009   2,168    133   2,301
    6       4,999    2,057   131   2,188  2,425    162  2,587   2,850    198   3,048
    7       5,984    2,459   170   2,629  2,978    217  3,195   3,600    275   3,874
    8       7,019    2,857   212   3,069  3,555    280  3,835   4,423    368   4,790
    9       8,105    3,250   258   3,508  4,156    352  4,508   5,324    479   5,804
   10       9,245    3,637   309   3,946  4,781    435  5,216   6,312    612   6,925
   15      15,860    5,592   631   6,223  8,416  1,043  9,459  12,984  1,759  14,743
   20      24,303    7,332 1,051   8,383 12,696  2,052 14,749  23,256  4,197  27,453
   25      35,079    8,636 1,509  10,145 17,409  3,503 20,912  38,608  8,808  47,416
   30      48,833    9,727 1,956  11,683 22,769  5,417 28,186  61,719 16,933  78,652
   35      66,385   10,569 2,351  12,920 28,660  7,817 36,477  95,776 30,686 126,461
  Age
   65      88,788   11,176 2,664  13,839 35,004 10,702 45,706 145,295 53,222 198,517
</TABLE>
- --------
*Corresponding to modal premiums of: Semi-annual $357.95, Quarterly $182.90,
Special Monthly $61.00
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      57
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE P50
   AGE 40 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $62,945
   ANNUAL PREMIUM $1,200.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                              0%                   6%                   12%
                     -------------------- -------------------- ----------------------
                        Death Benefit        Death Benefit         Death Benefit
                     -------------------- -------------------- ----------------------
          Prms Accum
              at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year     5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----    ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>     <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
     1       1,260   62,945     0  62,945 63,138      0 63,138  66,404      0  66,404
     2       2,583   62,945     0  62,945 63,183      0 63,183  67,251      0  67,251
     3       3,972   62,945    98  63,043 63,273    119 63,392  68,979    140  69,119
     4       5,431   62,945   212  63,157 63,369    264 63,633  70,870    322  71,192
     5       6,962   62,945   338  63,283 63,467    435 63,901  72,875    547  73,422
     6       8,570   62,945   472  63,417 63,566    627 64,193  74,988    814  75,802
     7      10,259   62,945   605  63,550 63,667    829 64,496  77,207  1,114  78,321
     8      12,032   62,945   752  63,697 63,769  1,060 64,830  79,536  1,471  81,007
     9      13,893   62,945   903  63,848 63,873  1,311 65,184  81,981  1,879  83,860
    10      15,848   62,945 1,061  64,006 63,977  1,584 65,562  84,546  2,345  86,890
    15      27,189   62,945 1,911  64,856 64,509  3,297 67,806  99,150  5,778 104,928
    20      41,663   62,945 2,691  65,636 65,071  5,414 70,486 117,795 11,414 129,209
  Age 65    60,136   62,945 3,279  66,224 65,682  7,724 73,406 142,241 19,839 162,080
    30      83,713   62,945 3,713  66,658 66,304 10,211 76,516 173,058 32,226 205,284
    35     113,804   62,945 3,971  66,916 66,936 12,826 79,673 211,949 50,237 262,186
<CAPTION>
                              0%                   6%                   12%
                     -------------------- -------------------- ----------------------
                          Cash Value           Cash Value            Cash Value
                     -------------------- -------------------- ----------------------
          Prms Accum
              at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year     5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----    ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>     <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
     1       1,260      251     0     251    266      0    266     281      0     281
     2       2,583    1,026     0   1,026  1,101      0  1,101   1,177      0   1,177
     3       3,972    1,784    28   1,813  1,962     34  1,996   2,149     41   2,189
     4       5,431    2,525    63   2,588  2,848     79  2,927   3,200     97   3,296
     5       6,962    3,248   104   3,353  3,760    135  3,895   4,338    170   4,508
     6       8,570    3,954   151   4,105  4,699    201  4,900   5,568    262   5,830
     7      10,259    4,643   200   4,843  5,664    275  5,939   6,900    371   7,271
     8      12,032    5,316   257   5,573  6,657    364  7,021   8,341    507   8,848
     9      13,893    5,972   319   6,292  7,679    465  8,144   9,901    669  10,570
    10      15,848    6,612   388   7,000  8,729    581  9,310  11,588    863  12,451
    15      27,189    9,670   818  10,488 14,530  1,418 15,947  22,435  2,494  24,929
    20      41,663   12,227 1,335  13,562 20,933  2,698 23,631  38,068  5,711  43,780
  Age 65    60,136   14,029 1,862  15,892 27,533  4,405 31,938  59,900 11,365  71,265
    30      83,713   15,340 2,377  17,717 34,311  6,567 40,878  89,965 20,816 110,781
    35     113,804   16,191 2,821  19,013 41,023  9,154 50,177 130,493 36,012 166,505
</TABLE>
- --------
* Corresponding to modal premiums of Semi-annual $613.20, Quarterly $312.90,
Special Monthly $104.00.
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6%, OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      58
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE P50
   AGE 25 YEARS MALE--SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $61,670
   ANNUAL PREMIUM $700.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                       Death Benefit        Death Benefit         Death Benefit
                    -------------------- -------------------- ----------------------
         Prms Accum
             at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         735   61,670     0  61,670 61,859      0 61,859  65,059      0  65,059
    2       1,507   61,670     0  61,670 61,865      0 61,865  65,160      0  65,160
    3       2,317   61,670   164  61,834 61,957    181 62,138  66,907    198  67,105
    4       3,168   61,670   331  62,001 62,052    378 62,430  68,769    428  69,198
    5       4,061   61,670   495  62,165 62,150    586 62,736  70,740    690  71,430
    6       4,999   61,670   659  62,329 62,249    809 63,058  72,821    987  73,808
    7       5,984   61.670   822  62,492 62,350  1,045 63,395  75,018  1,321  76,339
    8       7,019   61,670   991  62,661 62,453  1,303 63,755  77,335  1,705  79,039
    9       8,105   61,670 1,163  62,833 62,557  1,580 64,137  79,778  2,141  81,919
   10       9,245   61,670 1,339  63,009 62,664  1,879 64,543  82,352  2,637  84,989
   15      15,860   61,670 2,283  63,953 63,204  3,760 66,964  97,064  6,317 103,381
   20      24,303   61.670 3,195  64,865 63,789  6,211 70,001 116,309 12,650 128,959
   25      35,079   61,670 3,880  65,550 64,442  8,965 73,408 142,261 22,445 164,705
   30      48,833   61,670 4,289  65,959 65,119 11,823 76,942 175,708 36,793 212,501
   35      66,385   61,670 4,448  66,118 65,821 14,721 80,542 218,954 57,534 276,488
  Age
   65      88,788   61,670 4,402  66,072 66,546 17,606 84,152 274,952 87,168 362,121
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                         Cash Value           Cash Value            Cash Value
                    -------------------- -------------------- ----------------------
         Base Prem
          Accum at   Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         735       12     0      12     13      0     13      14      0      14
    2       1,507      397     0     397    422      0    422     446      0     446
    3       2,317      782    28     810    852     30    883     924     33     958
    4       3,168    1,167    58   1,224  1,305     66  1,370   1,452     75   1,527
    5       4,061    1,550    89   1,639  1,779    106  1,885   2,034    125   2,159
    6       4,999    1,930   123   2,053  2,276    152  2,428   2,675    186   2,860
    7       5,984    2,307   159   2,466  2,794    203  2,998   3,378    258   3,635
    8       7,019    2,681   199   2,880  3,336    263  3,599   4,150    345   4,495
    9       8,105    3,049   242   3,292  3,900    331  4,230   4,996    450   5,446
   10       9,245    3,413   290   3,702  4,486    408  4,894   5,923    575   6,498
   15      15,860    5,247   592   5,839  7,897    979  8,876  12,183  1,651  13,834
   20      24,303    6,880   986   7,866 11,913  1,926 13,839  21,822  3,939  25,760
   25      35,079    8,103 1,416   9,519 16,335  3,287 19,622  36,227  8,265  44,492
   30      48,833    9,127 1,836  10,963 21,365  5,083 26,448  57,913 15,889  73,802
   35      66,385    9,918 2,206  12,123 26,893  7,334 34,227  89,870 28,794 118,663
  Age
   65      88,788   10,487 2,499  12,986 32,846 10,042 42,888 136,335 49,941 186,276
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-annual $357.95, Quarterly $182.90.
Special Monthly $61.00.
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS
FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      59
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE P50
   AGE 40 YEARS MALE--SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $57,644
   ANNUAL PREMIUM $1,200.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                       Death Benefit        Death Benefit         Death Benefit
                    -------------------- -------------------- ----------------------
         Prms Accum
             at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1       1,260   57,644     0  57,644 57,821      0 57,821  60,812      0  60,812
    2       2,583   57,644     0  57,644 57,862      0 57,862  61,587      0  61,587
    3       3,972   57,644    90  57,734 57,945    109 58,053  63,170    128  63,299
    4       5,431   57,644   194  57,838 58,032    242 58,274  64,902    295  65,197
    5       6,962   57,644   309  57,953 58,122    398 58,520  66,738    501  67,239
    6       8,570   57,644   432  58,076 58,213    574 58,787  68,672    746  69,418
    7      10,259   57,644   554  58,198 58,305    759 59,065  70,705  1,020  71,725
    8      12,032   57,644   688  58,332 58,399    971 59,370  72,838  1,347  74,185
    9      13,893   57,644   827  58,471 58,494  1,201 59,695  75,077  1,721  76,797
   10      15,848   57,644   972  58,616 58,589  1,451 60,040  77,425  2,148  79,573
   15      27,189   57,644 1,750  59,394 59,076  3,019 62,096  90,800  5,291  96,092
   20      41,663   57,644 2,464  60,108 59,591  4,959 64,550 107,875 10,453 118,327
  Age
   65      60,136   57,644 3,003  60,647 60,151  7,073 67,224 130,262 18,169 148,430
   30      83,712   57,644 3,400  61,044 60,720  9,351 70,072 158,484 29,512 187,996
   35     113,803   57,644 3,637  61,281 61,299 11,746 73,045 194,100 46,007 240,106
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                         Cash Value           Cash Value            Cash Value
                    -------------------- -------------------- ----------------------
         Base Prem
          Accum at   Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
   1        1,260      230     0     230    244      0    244     258      0     258
   2        2,583      940     0     940  1,008      0  1,008   1,078      0   1,078
   3        3,972    1,634    26   1,660  1,797     31  1,828   1,968     37   2,005
   4        5,431    2,312    58   2,370  2,608     72  2,681   2,930     88   3,019
   5        6,962    2,975    96   3,070  3,444    123  3,567   3,972    156   4,128
   6        8,570    3,621   138   3,759  4,303    184  4,487   5,099    240   5,339
   7       10,259    4,252   183   4,435  5,187    252  5,439   6,319    340   6,659
   8       12,032    4,868   235   5,103  6,097    333  6,430   7,639    464   8,103
   9       13,893    5,469   292   5,762  7,032    426  7,458   9,067    613   9,680
   10      15,848    6,055   355   6,410  7,994    532  8,526  10,612    790  11,402
   15      27,189    8,856   749   9,605 13,306  1,298 14,604  20,545  2,284  22,830
   20      41,663   11,197 1,222  12,420 19,170  2,471 21,641  34,862  5,230  40,093
  Age
   65      60,136   12,848 1,705  14,553 25,214  4,034 29,249  54,855 10,408  65,263
   30      83,712   14,048 2,177  16,225 31,421  6,014 37,435  82,389 19,063 101,451
   35     113,803   14,828 2,584  17,412 37,568  8,383 45,951 119,504 32,979 152,483
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-Annual $613.20, Quarterly $312.90,
Special Monthly $104.00
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      60
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE
   AGE 25 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $28,930
   ANNUAL PREMIUM $350.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                       Death Benefit        Death Benefit         Death Benefit
                    -------------------- -------------------- ----------------------
         Prms Accum
             at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         368   28,930     0  28,930 29,019     0  29,019  30,520      0  30,520
    2         753   28,930     0  28,930 29,021     0  29,021  30,567      0  30,567
    3       1,159   28,930    26  28,956 29,065    26  29,090  31,387     33  31,419
    4       1,584   28,930    49  28,979 29,109    61  29,171  32,260     81  32,341
    5       2,031   28,930    79  29,009 29,155   106  29,261  33,185    143  33,328
    6       2,500   28,930   114  29,044 29,202   160  29,361  34,161    222  34,383
    7       2,992   28,930   152  29,082 29,249   222  29,471  35,192    316  35,508
    8       3,509   28,930   199  29,129 29,297   296  29,593  36,279    432  36,711
    9       4,052   28,930   251  29,181 29,346   382  29,729  37,424    573  37,997
   10       4,622   28,930   310  29,240 29,396   482  29,878  38,632    739  39,371
   15       7,930   28,930 1,001  29,931 29,650 1,533  31,183  45,534  2,474  48,008
   20      12,152   28,930 1,741  30,671 29,924 3,006  32,931  54,562  5,636  60,198
   25      17,540   28,930 2,208  31,138 30,230 4,526  34,756  66,736 10,369  77,105
   30      24,416   28,930 2,440  31,370 30,548 6,022  36,570  82,426 17,198  99,625
   35      33,193   28,930 2,513  31,443 30,877 7,507  38,384 102,713 27,021 129,734
  Age
   65      44,394   28,930 2,479  31,409 31,217 8,977  40,194 128,983 41,035 170,018
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ----------------------
                         Cash Value           Cash Value            Cash Value
                    -------------------- -------------------- ----------------------
         Base Prem
          Accum at   Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
    1         368        6     0       6      6     0       6       7      0       7
    2         753      186     0     186    198     0     198     209      0     209
    3       1,159      367     4     371    400     4     404     434      5     439
    4       1,584      547     9     556    612    11     623     681     14     695
    5       2,031      727    14     741    835    19     854     954     26     980
    6       2,500      905    21     927  1,068    30   1,098   1,255     42   1,296
    7       2,992    1,082    30   1,112  1,311    43   1,354   1,585     62   1,646
    8       3,509    1,257    40   1,297  1,565    60   1,625   1,947     88   2,034
    9       4,052    1,430    52   1,483  1,829    80   1,909   2,344    120   2,464
   10       4,622    1,601    67   1,668  2,105   105   2,209   2,779    161   2,940
   15       7,930    2,462   260   2,721  3,705   399   4,104   5,715    646   6,362
   20      12,152    3,227   538   3,765  5,589   932   6,521  10,237  1,755  11,991
   25      17,540    3,801   806   4,607  7,663 1,659   9,322  16,994  3,818  20,813
   30      24,416    4,282 1,044   5,326 10,022 2,589  12,612  27,167  7,427  34,595
   35      33,193    4,652 1,247   5,899 12,616 3,740  16,356  42,159 13,523  55,682
  Age
   65      44,394    4,919 1,407   6,327 15,408 5,120  20,528  63,956 23,510  87,466
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-annual $179.28, Quarterly $91.90,
Special Monthly $30.90
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT HYPOTHETICAL INVESTMENT RESULTS ARE
ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR FUTURE
INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN
AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS FLUCTUATED
ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN
BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      61
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE
   AGE 40 YEARS MALE--NON-SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $28,661
   ANNUAL PREMIUM $600.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)     Dividends are
Not Guaranteed
 
<TABLE>
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ---------------------
                       Death Benefit        Death Benefit         Death Benefit
                    -------------------- -------------------- ---------------------
         Prms Accum
             at      Base  Var Pu         Base  Var Pu         Base  Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy  Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------ ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
    1         630   28,661     0  28,661 28,749     0  28,749 30,236      0  30,236
    2       1,291   28,661     0  28,661 28,752     0  28,752 30,284      0  30,284
    3       1,986   28,661    15  28,676 28,795    17  28,812 31,101     26  31,127
    4       2,715   28,661    35  28,696 28,839    50  28,889 31,965     72  32,037
    5       3,481   28,661    64  28,725 28,884    94  28,978 32,873    136  33,009
    6       4,285   28,661   102  28,763 28,929   152  29,082 33,825    221  34,046
    7       5,129   28,661   142  28,803 28,975   217  29,192 34,823    320  35,144
    8       6,016   28,661   190  28,851 29,021   296  29,317 35,870    445  36,315
    9       6,947   28,661   245  28,906 29,068   386  29,455 36,968    592  37,559
   10       7,924   28,661   305  28,966 29,116   489  29,604 38,119    765  38,884
   15      13,594   28,661 1,041  29,702 29,355 1,584  30,939 44,623  2,551  47,174
   20      20,831   28,661 1,800  30,461 29,610 3,043  32,652 52,948  5,621  58,569
  Age
   65      30,068   28,661 2,260  30,921 29,891 4,474  34,365 64,018  9,994  74,012
   30      41,856   28,661 2,512  31,173 30,177 5,897  36,074 77,947 16,251  94,198
   35      56,901   28,661 2,630  31,291 30,466 7,342  37,809 95,511 25,239 120,750
<CAPTION>
                             0%                   6%                   12%
                    -------------------- -------------------- ---------------------
                         Cash Value           Cash Value           Cash Value
                    -------------------- -------------------- ---------------------
         Base Prem
          Accum at   Base  Var Pu         Base  Var Pu         Base  Var Pu
  Year    5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy  Adds   Total
  ----   ---------- ------ ------ ------ ------ ------ ------ ------ ------ -------
  <S>    <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
    1         630       12     0      12     12     0      12     13      0      13
    2       1,291      371     0     371    394     0     394    417      0     417
    3       1,986      722     4     726    787     5     792    854      8     861
    4       2,715    1,065    11   1,076  1,191    15   1,206  1,327     22   1,348
    5       3,481    1,401    20   1,421  1,608    29   1,637  1,839     42   1,881
    6       4,285    1,728    32   1,761  2,037    49   2,085  2,392     71   2,463
    7       5,129    2,048    47   2,095  2,477    72   2,549  2,991    107   3,098
    8       6,016    2,360    65   2,425  2,931   102   3,032  3,639    153   3,792
    9       6,947    2,664    87   2,751  3,397   137   3,534  4,341    211   4,551
   10       7,924    2,961   112   3,073  3,877   179   4,056  5,099    282   5,380
   15      13,594    4,406   446   4,851  6,558   681   7,239 10,014  1,101  11,115
   20      20,831    5,618   893   6,511  9,525 1,516  11,041 17,112  2,812  19,924
  Age
   65      30,068    6,429 1,283   7,712 12,530 2,552  15,082 26,959  5,725  32,684
   30      41,856    7,018 1,608   8,626 15,616 3,792  19,408 40,521 10,497  51,018
   35      56,901    7,398 1,868   9,267 18,672 5,240  23,912 58,804 18,092  76,897
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-Annual $306.90. Quarterly $156.90,
Special Monthly $52.40.
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS
FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      62
<PAGE>
 
PLAN:VARIABLE WHOLE LIFE
   AGE 25 YEARS MALE--SMOKER
   INITIAL SUM INSURED (GUARANTEED MINIMUM DEATH BENEFIT) $27,223
   ANNUAL PREMIUM $350.00* (PRMS ACCUM MEANS PREMIUMS ACCUMULATED)
 
Dividends Purchasing Variable Paid-Up Additions (Var Pu Adds)  Dividends are Not
Guaranteed
 
<TABLE>
<CAPTION>
                              0%                   6%                   12%
                     -------------------- -------------------- ----------------------
                        Death Benefit        Death Benefit         Death Benefit
                     -------------------- -------------------- ----------------------
          Prms Accum
              at      Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year     5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----    ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>     <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
     1         368   27,223     0  27,223 27,307     0  27,307  28,719      0  28,719
     2         753   27,223     0  27,223 27,309     0  27,309  28,764      0  28,764
     3       1,159   27,223    24  27,247 27,350    24  27,374  29,535     31  29,565
     4       1,584   27,223    47  27,270 27,392    58  27,450  30,357     76  30,433
     5       2,031   27,223    74  27,297 27,435   100  27,534  31,227    135  31,361
     6       2,500   27,223   107  27,330 27,479   150  27,629  32,146    209  32,354
     7       2,992   27,223   143  27,366 27,523   208  27,732  33,115    297  33,413
     8       3,509   27,223   187  27,410 27,569   278  27,847  34,138    407  34,545
     9       4,052   27,223   236  27,459 27,615   360  27,975  35,216    539  35,755
    10       4,622   27,223   291  27,514 27,662   453  28,115  36,353    696  37,048
    15       7,930   27,223   942  28,165 27,900 1,443  29,343  42,847  2,328  45,175
    20      12,152   27,223 1,638  28,861 28,159 2,829  30,987  51,342  5,303  56,646
    25      17,540   27,223 2,077  29,300 28,447 4,258  32,705  62,798  9,757  72,555
    30      24,416   27,223 2,296  29,519 28,746 5,667  34,412  77,563 16,183  93,746
    35      33,193   27,223 2,365  29,588 29,055 7,064  36,119  96,653 25,426 122,079
  Age 65    44,394   27,223 2,332  29,555 29,375 8,447  37,822 121,372 38,613 159,985
<CAPTION>
                              0%                   6%                   12%
                     -------------------- -------------------- ----------------------
                          Cash Value           Cash Value            Cash Value
                     -------------------- -------------------- ----------------------
          Base Prem
           Accum at   Base  Var Pu         Base  Var Pu         Base   Var Pu
  Year     5%/Annum  Policy  Adds  Total  Policy  Adds  Total  Policy   Adds   Total
  ----    ---------- ------ ------ ------ ------ ------ ------ ------- ------ -------
  <S>     <C>        <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>
     1         368        5     0       5      6     0       6       6      0       6
     2         753      175     0     175    186     0     186     197      0     197
     3       1,159      345     4     349    376     4     380     408      5     413
     4       1,584      515     8     523    576    10     586     641     13     654
     5       2,031      684    13     697    785    18     803     898     24     922
     6       2,500      852    20     872  1,005    28   1,033   1,181     39   1,220
     7       2,992    1,018    28   1,046  1,234    41   1,274   1,491     58   1,549
     8       3,509    1,183    38   1,221  1,473    56   1,529   1,832     82   1,914
     9       4,052    1,346    49   1,395  1,721    75   1,797   2,205    113   2,319
    10       4,622    1,506    63   1,570  1,980    98   2,079   2,615    152   2,766
    15       7,930    2,316   244   2,561  3,486   375   3,861   5,378    608   5,986
    20      12,152    3,037   506   3,543  5,259   877   6,136   9,633  1,651  11,284
    25      17,540    3,577   758   4,335  7,211 1,561   8,772  15,992  3,593  19,585
    30      24,416    4,029   983   5,012  9,431 2,436  11,867  25,564  6,989  32,553
    35      33,193    4,378 1,173   5,551 11,871 3,519  15,391  39,671 12,725  52,396
  Age 65    44,394    4,629 1,324   5,953 14,499 4,818  19,317  60,182 22,122  82,305
</TABLE>
- --------
* Corresponding to modal premiums of: Semi-Annual $179.28, Quarterly $91.90,
Special Monthly $30.90
  DIVIDENDS ILLUSTRATED ARE BASED ON CURRENT SCALES AND EXPERIENCE AND ARE NOT
GUARANTEED. IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT
RETURN AVERAGE 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT NEVERTHELESS
FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       63
<PAGE>
 
 
 
 
 
 
            [LOGO OF JOHN HANCOCK WORLDWIDE SPONSOR APPEARS HERE]
 
 
 
        POLICIES ISSUED BY JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                JOHN HANCOCK PLACE, BOSTON, MASSACHUSETTS 02117
       
    H6001 5/97     
<PAGE>
 
                                    PART II

                          UNDERTAKING TO FILE REPORTS

   Subject to the terms and conditions of Section 15(d) of the Securities and
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                       REPRESENTATION OF REASONABLENESS

   John Hancock Variable Life Insurance Company represents that the fees and
charges deducted under the Policies, 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.

                     UNDERTAKING REGARDING INDEMNIFICATION

   Pursuant to Section X of JHVLICO's Bylaws and Section 67 of the 
Massachusetts Business Corporation Law, JHVLICO 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 of 
an officer or a director of JHVLICO.

   Insofar as indemnification for liability arising under the Securities Act of 
1933 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 Securities and Exchange Commission 
such indemnification is against public policy as expressed in the 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 controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                       CONTENTS OF REGISTRATION STATEMENT


     This Registration Statement comprises the following Papers and Documents:

     The facing sheet.

     Cross-Reference Table

     The annual premium prospectus consisting of 65 pages.

     The undertaking to file reports.

     The signatures.

     The following exhibits:

1.A. (1) JHVLICO Board Resolution establishing the separate account, previously 
         filed electronically on April 12, 1996.

     (2) Not Applicable

     (3) (a) Form of Distribution Agreement by and among John Hancock 
             Distributors, Inc., John Hancock Mutual Life Insurance Company, and
             John Hancock Variable Life Insurance Company, incorporated by
             reference from Pre-Effective Amendment No. 2 to Form S-6
             Registration Statement of John Hancock Variable Life Account S
             (File No. 333-15075) filed April 18, 1997.

         (b) Specimen Variable Contracts Selling Agreement between John Hancock
             Distributors, Inc., and selling broker-dealers, incorporated by
             reference from Pre-Effective Amendment No. 2 to Form S-6
             Registration Statement of John Hancock Variable Life Account S
             (File No. 333-15075) filed April 18, 1997.

         (c) Schedule of sales commissions included in Exhibit 1. A. (3) (a)
             above.

     (4) Not Applicable

     (5)     (a) Form of annual premium policy, included in Post-Effective
                  Amendment No. 15 to this File No. 2-68061 filed in October,
                  1988.

             (b) Form of single premium policy, incorporated in Post-Effective
                  Amendment No. 6 to this File No. 2-68061 filed in October, 
                  1984
<PAGE>
 
             (c) Forms of endorsement for annual premium policies to reflect
                  separate account restructuring included in Post-Effective
                  Amendment No. 8 to this File No. 2-68061 filed December, 1985

             (d) Forms of endorsement for single premium policies to reflect
                  separate account restructuring included in Post-Effective
                  Amendment No. 8 to this File No. 2-68061 filed December, 1985

     (6)     (a) JHVLICO Certificate of Incorporation, included in the initial
                  Registration Statement under this File No. 2-68061, filed in
                  June, 1980

             (b) JHVLICO By-laws, included in the initial Registration Statement
                  under this File No. 2-68061, filed in June, 1980

     (7)     Not Applicable

     (8)     Not Applicable

     (9)     Not Applicable

     (10)    Forms of application for Policies, included in Post-Effective
             Amendment No. 3 to this File No. 2-68061 filed in March, 1983
             (annual premium policies) and Post-Effective Amendment No. 6 to
             this File No. 2-68061 filed in October, 1984 (single premium
             policy)

2.   Included as Exhibit 1.A (5) above

3.   Opinion and consent of counsel as to securities being registered included
      in Post-Effective Amendment No. 14 to this File No. 2-68061 filed in June,
      1988

4.   Not Applicable

5.   Not Applicable

6.(a) Opinion and consent of actuary as to annual premium policy and
       prospectus included in Post-Effective Amendment No. 15 to this File No.
       2-6806l filed in October, l988.

  (b) Opinion and consent of actuary as to single premium policy and prospectus,
       included in Post-Effective Amendment No. 14 to this File No. 2-68061
       filed in June, 1988.

7.  Consent of independent auditors.

8.  Memorandum describing JHVLICO's issuance, transfer and redemption procedures
    for Policies pursuant to Rule 6e-2(b)(12)(ii) and method of computing
    adjustments in payments and cash values of Policies upon conversion to fixed
    benefit policies pursuant to Rule 6e-2(b)(13)(v)(B), included in Post-
    Effective Amendment No. 10 to this File No. 2-68061 filed in March, 1986
<PAGE>
 
9.  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 March 28, 1997. Powers of attorney for
    D'Alessandro, Shaw, Lee, Van Leer, Tomlinson, Reitano, Luddy and
    Paster. included in Post-Effective Amendment No. 22 to this file no. 2-68061
    filed in April, 1995.

10. Opinion of counsel as to eligibility of this Post-Effective Amendment for
    filing pursuant to Rule 485(b).


                             PRIOR EXEMPTIVE ORDER


    JHVLICO, its Variable Life Account U (formerly JHVLICO's Variable Life Bond
Account) and John Hancock intend to continue to rely, to the extent necessary,
on the exemptive relief granted to them in SEC Release No. IC-14,365 (February
11, 1985).

- ----------------------------------------
<PAGE>
 
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Variable Life Insurance Company has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, and its seal to be hereunto fixed and
attested, all in the City of Boston and Commonwealth of Massachusetts on the 
17th day of April, 1997.

                                      JOHN HANCOCK VARIABLE LIFE
                                      INSURANCE COMPANY

(SEAL)

                                By        HENRY D. SHAW
                                          ----------------------
                                          Henry D. Shaw
                                           President



Attest:       RONALD J. BOCAGE
              ---------------------------
              Ronald J. Bocage
               Vice President and Counsel
<PAGE>
 
      Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities with John Hancock Variable Life Insurance
Company and on the dates indicated.

<TABLE> 
<CAPTION> 


Signatures              Title                                     Date
- ----------              -----                                     ----
<S>                     <C>                                       <C> 

ROBERT R. REITANO
- --------------------
Robert R. Reitano       Director(Principal Financial Officer)     April 16, 1997


PATRICK F. SMITH
- ----------------------
Patrick F. Smith        Controller (Principal Accounting Officer) April 16, 1997


HENRY D. SHAW
- --------------------
Henry D. Shaw           Vice Chairman of the Board
for himself and as      and President(Acting Principal
Attorney-in-Fact        Executive Officer)                        April 17, 1997
</TABLE> 


      For:  David F. D'Alessandro  Chairman of the Board
            Robert S. Paster       Director
            Thomas J. Lee          Director
            Michele G. Van Leer    Director
            Joseph A. Tomlinson    Director
            Barbara L. Luddy       Director
            Ronald J. Bocage       Director
<PAGE>
 
                                      -3-

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, John Hancock Variable Life Account U, certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securitles Act of 1933 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto fixed
and attested, all in the City of Boston and Commonwealth of Massachusetts on the
17th day of April, 1997.



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U
                                  (Registrant)

                By John Hancock Variable Life Insurance Company
                                  (Depositor)



(SEAL)



                                By  HENRY D. SHAW
                                    -------------
                                     Henry D. Shaw
                                     President



Attest      RONALD J. BOCAGE
            ----------------------
            Ronald J. Bocage
             Vice President and 
             Counsel

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> LARGE CAP GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       57,762,003
<INVESTMENTS-AT-VALUE>                      65,826,786
<RECEIVABLES>                               13,529,134
<ASSETS-OTHER>                                  23,279
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              79,379,199
<PAYABLE-FOR-SECURITIES>                        22,075
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,204
<TOTAL-LIABILITIES>                             23,279
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                79,355,920
<DIVIDEND-INCOME>                            9,763,606
<INTEREST-INCOME>                              881,144
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 381,331
<NET-INVESTMENT-INCOME>                     10,263,419
<REALIZED-GAINS-CURRENT>                       840,044
<APPREC-INCREASE-CURRENT>                     (889,487)
<NET-CHANGE-FROM-OPS>                       10,213,976
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     20,381,233
<NUMBER-OF-SHARES-REDEEMED>                  1,953,846
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      20,471,425
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                381,331
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> SOVEREIGN BOND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996 
<INVESTMENTS-AT-COST>                      211,556,712
<INVESTMENTS-AT-VALUE>                     216,724,318
<RECEIVABLES>                               52,294,393
<ASSETS-OTHER>                                 147,825
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             269,166,536
<PAYABLE-FOR-SECURITIES>                       143,762
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,063
<TOTAL-LIABILITIES>                            147,825
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               269,018,711
<DIVIDEND-INCOME>                           15,986,241
<INTEREST-INCOME>                            3,908,756
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,444,137
<NET-INVESTMENT-INCOME>                     18,450,860
<REALIZED-GAINS-CURRENT>                       690,912
<APPREC-INCREASE-CURRENT>                  (8,059,332)
<NET-CHANGE-FROM-OPS>                       11,082,440
<EQUALIZATION>                                       0    
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     24,860,291
<NUMBER-OF-SHARES-REDEEMED>                 13,011,482
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,350,504
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,444,137
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> INTERNATIONAL EQUITIES
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       14,580,491
<INVESTMENTS-AT-VALUE>                      15,676,880
<RECEIVABLES>                                2,268,378
<ASSETS-OTHER>                                   8,055
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              17,953,313
<PAYABLE-FOR-SECURITIES>                         7,784
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          271
<TOTAL-LIABILITIES>                              8,055
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                17,945,258
<DIVIDEND-INCOME>                              166,193
<INTEREST-INCOME>                              161,938
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  85,694
<NET-INVESTMENT-INCOME>                        242,437
<REALIZED-GAINS-CURRENT>                       254,188
<APPREC-INCREASE-CURRENT>                      676,006
<NET-CHANGE-FROM-OPS>                        1,172,631
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,571,003
<NUMBER-OF-SHARES-REDEEMED>                  1,244,347
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,553,927
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 85,694
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE> 
<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> SMALL CAP GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS 
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,227,869
<INVESTMENTS-AT-VALUE>                       1,203,845
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     409 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,204,254
<PAYABLE-FOR-SECURITIES>                           389
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           20 
<TOTAL-LIABILITIES>                                409 
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 1,203,845
<DIVIDEND-INCOME>                                1,207 
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,956
<NET-INVESTMENT-INCOME>                         (1,749)
<REALIZED-GAINS-CURRENT>                        (2,047)
<APPREC-INCREASE-CURRENT>                      (24,023) 
<NET-CHANGE-FROM-OPS>                          (27,819)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,337,858    
<NUMBER-OF-SHARES-REDEEMED>                    107,942
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,203,845
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,956
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> INTERNATIONAL BALANCED
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996     
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          213,697
<INVESTMENTS-AT-VALUE>                         217,329
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     261
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 217,590
<PAYABLE-FOR-SECURITIES>                           258
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            3
<TOTAL-LIABILITIES>                                261
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   217,329
<DIVIDEND-INCOME>                                2,850
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     301
<NET-INVESTMENT-INCOME>                          2,549
<REALIZED-GAINS-CURRENT>                            65
<APPREC-INCREASE-CURRENT>                        3,632
<NET-CHANGE-FROM-OPS>                            6,246
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        216,981
<NUMBER-OF-SHARES-REDEEMED>                      3,349
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         217,329
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    301
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
                                                     

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> MID CAP GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          571,150
<INVESTMENTS-AT-VALUE>                         567,251
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     111
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 567,362
<PAYABLE-FOR-SECURITIES>                           102
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            9
<TOTAL-LIABILITIES>                                111
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   567,251
<DIVIDEND-INCOME>                                1,635
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     814
<NET-INVESTMENT-INCOME>                            821
<REALIZED-GAINS-CURRENT>                         1,295
<APPREC-INCREASE-CURRENT>                       (3,899)
<NET-CHANGE-FROM-OPS>                           (1,783)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        616,784
<NUMBER-OF-SHARES-REDEEMED>                     46,929
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         567,251
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    814
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> LARGE CAP VALUE
       
<S>                             <C>       
<PERIOD-TYPE>                   12-MOS 
<FISCAL-YEAR-END>                          DEC-31-1996           
<PERIOD-START>                             JAN-01-1996 
<PERIOD-END>                               DEC-31-1996 
<INVESTMENTS-AT-COST>                          738,803 
<INVESTMENTS-AT-VALUE>                       2,924,101 
<RECEIVABLES>                                        0 
<ASSETS-OTHER>                                   2,355 
<OTHER-ITEMS-ASSETS>                                 0 
<TOTAL-ASSETS>                               2,926,456 
<PAYABLE-FOR-SECURITIES>                         2,307 
<SENIOR-LONG-TERM-DEBT>                              0 
<OTHER-ITEMS-LIABILITIES>                           48 
<TOTAL-LIABILITIES>                              2,355 
<SENIOR-EQUITY>                                      0 
<PAID-IN-CAPITAL-COMMON>                             0 
<SHARES-COMMON-STOCK>                                0 
<SHARES-COMMON-PRIOR>                                0 
<ACCUMULATED-NII-CURRENT>                            0 
<OVERDISTRIBUTION-NII>                               0 
<ACCUMULATED-NET-GAINS>                              0 
<OVERDISTRIBUTION-GAINS>                             0 
<ACCUM-APPREC-OR-DEPREC>                             0 
<NET-ASSETS>                                 2,924,101 
<DIVIDEND-INCOME>                               72,511 
<INTEREST-INCOME>                                    0 
<OTHER-INCOME>                                       0 
<EXPENSES-NET>                                   8,169 
<NET-INVESTMENT-INCOME>                         64,342 
<REALIZED-GAINS-CURRENT>                        11,265 
<APPREC-INCREASE-CURRENT>                      197,424 
<NET-CHANGE-FROM-OPS>                          273,031 
<EQUALIZATION>                                       0 
<DISTRIBUTIONS-OF-INCOME>                            0 
<DISTRIBUTIONS-OF-GAINS>                             0 
<DISTRIBUTIONS-OTHER>                                0 
<NUMBER-OF-SHARES-SOLD>                      3,116,439 
<NUMBER-OF-SHARES-REDEEMED>                    401,027 
<SHARES-REINVESTED>                                  0 
<NET-CHANGE-IN-ASSETS>                       2,924,101 
<ACCUMULATED-NII-PRIOR>                              0 
<ACCUMULATED-GAINS-PRIOR>                            0 
<OVERDISTRIB-NII-PRIOR>                              0 
<OVERDIST-NET-GAINS-PRIOR>                           0 
<GROSS-ADVISORY-FEES>                                0 
<INTEREST-EXPENSE>                                   0 
<GROSS-EXPENSE>                                  8,169 
<AVERAGE-NET-ASSETS>                                 0 
<PER-SHARE-NAV-BEGIN>                                0 
<PER-SHARE-NII>                                      0 
<PER-SHARE-GAIN-APPREC>                              0 
<PER-SHARE-DIVIDEND>                                 0 
<PER-SHARE-DISTRIBUTIONS>                            0 
<RETURNS-OF-CAPITAL>                                 0 
<PER-SHARE-NAV-END>                                  0 
<EXPENSE-RATIO>                                      0 
<AVG-DEBT-OUTSTANDING>                               0 
<AVG-DEBT-PER-SHARE>                                 0  
         

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> MONEY MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       50,801,546
<INVESTMENTS-AT-VALUE>                      50,801,546
<RECEIVABLES>                               12,867,387
<ASSETS-OTHER>                                  77,379
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              63,746,312
<PAYABLE-FOR-SECURITIES>                        76,413
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          966
<TOTAL-LIABILITIES>                             77,379
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                63,668,933
<DIVIDEND-INCOME>                            2,527,378
<INTEREST-INCOME>                              929,499
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 342,603
<NET-INVESTMENT-INCOME>                      3,114,274
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        3,114,274
<EQUALIZATION>                                       0  
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     11,059,956
<NUMBER-OF-SHARES-REDEEMED>                  8,498,091
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,283,248
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                342,603
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
                                                     

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 9
   <NAME> MID CAP VALUE
       
<S>                             <C>   
<PERIOD-TYPE>                   12-MOS 
<FISCAL-YEAR-END>                          DEC-31-1996          
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          335,995
<INVESTMENTS-AT-VALUE>                         359,228
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     377
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 359,605
<PAYABLE-FOR-SECURITIES>                           371
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            6
<TOTAL-LIABILITIES>                                377
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0 
<ACCUMULATED-NII-CURRENT>                            0 
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   359,228
<DIVIDEND-INCOME>                                7,418
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     580
<NET-INVESTMENT-INCOME>                          6,838
<REALIZED-GAINS-CURRENT>                         1,099
<APPREC-INCREASE-CURRENT>                       23,234
<NET-CHANGE-FROM-OPS>                           31,171
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        344,956
<NUMBER-OF-SHARES-REDEEMED>                     10,060
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         359,228
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    580
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0 
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> SPECIAL OPPORTUNITIES
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        6,159,564
<INVESTMENTS-AT-VALUE>                       6,900,122
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                  11,505
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,911,627
<PAYABLE-FOR-SECURITIES>                        11,392
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          113
<TOTAL-LIABILITIES>                             11,505
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 6,900,122
<DIVIDEND-INCOME>                              265,602
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  23,603
<NET-INVESTMENT-INCOME>                        241,999
<REALIZED-GAINS-CURRENT>                       125,955
<APPREC-INCREASE-CURRENT>                      615,079
<NET-CHANGE-FROM-OPS>                          983,033
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,859,191
<NUMBER-OF-SHARES-REDEEMED>                    409,716
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,190,509
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 23,603
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> REAL ESTATE EQUITY
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        7,988,690
<INVESTMENTS-AT-VALUE>                       9,861,910
<RECEIVABLES>                                1,788,166
<ASSETS-OTHER>                                   8,058
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              11,658,134
<PAYABLE-FOR-SECURITIES>                         7,883
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          175
<TOTAL-LIABILITIES>                              8,058
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                11,650,076
<DIVIDEND-INCOME>                              477,763
<INTEREST-INCOME>                              117,955
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  50,069
<NET-INVESTMENT-INCOME>                        545,649
<REALIZED-GAINS-CURRENT>                         9,177
<APPREC-INCREASE-CURRENT>                    1,862,071
<NET-CHANGE-FROM-OPS>                        2,416,897
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,354,165
<NUMBER-OF-SHARES-REDEEMED>                    607,463
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,779,906
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 50,069
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 12
   <NAME> GROWTH & INCOME
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      517,230,305
<INVESTMENTS-AT-VALUE>                     624,414,237
<RECEIVABLES>                              131,830,597
<ASSETS-OTHER>                                  71,816
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             756,316,650
<PAYABLE-FOR-SECURITIES>                        60,388
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       11,428
<TOTAL-LIABILITIES>                             71,816
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               756,244,834
<DIVIDEND-INCOME>                           78,415,408
<INTEREST-INCOME>                            9,420,070
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               3,854,562
<NET-INVESTMENT-INCOME>                     83,980,916    
<REALIZED-GAINS-CURRENT>                    15,416,898
<APPREC-INCREASE-CURRENT>                   12,987,718
<NET-CHANGE-FROM-OPS>                      112,385,532
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     98,572,585
<NUMBER-OF-SHARES-REDEEMED>                 41,588,875
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      97,491,373
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              3,854,562
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> MANAGED
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      273,052,564
<INVESTMENTS-AT-VALUE>                     300,159,311
<RECEIVABLES>                               62,263,515
<ASSETS-OTHER>                                 142,881
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             362,595,707
<PAYABLE-FOR-SECURITIES>                       137,434
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        5,447
<TOTAL-LIABILITIES>                            142,881
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               362,422,826
<DIVIDEND-INCOME>                           37,103,617
<INTEREST-INCOME>                            4,337,281
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,886,000
<NET-INVESTMENT-INCOME>                     39,554,898
<REALIZED-GAINS-CURRENT>                     3,870,923
<APPREC-INCREASE-CURRENT>                  (11,548,110)
<NET-CHANGE-FROM-OPS>                       31,877,711
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     43,447,544
<NUMBER-OF-SHARES-REDEEMED>                 15,641,073
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      25,143,062
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,886,000
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 14
   <NAME> SHORT-TERM U.S. GOVERNMENT
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          329,114
<INVESTMENTS-AT-VALUE>                         328,711
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      68
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 328,779
<PAYABLE-FOR-SECURITIES>                            63
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            5
<TOTAL-LIABILITIES>                                 68
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   328,711
<DIVIDEND-INCOME>                               11,916
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,201
<NET-INVESTMENT-INCOME>                          9,995
<REALIZED-GAINS-CURRENT>                         (922)
<APPREC-INCREASE-CURRENT>                      (1,542)
<NET-CHANGE-FROM-OPS>                            7,531
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        346,257
<NUMBER-OF-SHARES-REDEEMED>                     99,058
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         244,735
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,201
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 15
   <NAME> SMALL CAP VALUE
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          841,840
<INVESTMENTS-AT-VALUE>                         891,733
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                   1,824
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 893,557
<PAYABLE-FOR-SECURITIES>                         1,810
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           14
<TOTAL-LIABILITIES>                              1,824
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   891,733
<DIVIDEND-INCOME>                               23,766
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,451
<NET-INVESTMENT-INCOME>                         21,315
<REALIZED-GAINS-CURRENT>                           891
<APPREC-INCREASE-CURRENT>                       49,892
<NET-CHANGE-FROM-OPS>                           72,098
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        954,995
<NUMBER-OF-SHARES-REDEEMED>                    114,046
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         891,733
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,451
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 16
   <NAME> INTERNATIONAL OPPORTUNITIES
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996     
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,249,122
<INVESTMENTS-AT-VALUE>                       1,306,509
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      96
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,306,605
<PAYABLE-FOR-SECURITIES>                            75
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           21
<TOTAL-LIABILITIES>                                 96
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 1,306,509
<DIVIDEND-INCOME>                                7,487   
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     575
<NET-INVESTMENT-INCOME>                          7,272
<REALIZED-GAINS-CURRENT>                         3,982
<APPREC-INCREASE-CURRENT>                       13,544
<NET-CHANGE-FROM-OPS>                           24,798
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,376,296
<NUMBER-OF-SHARES-REDEEMED>                    127,478  
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,306,509
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    575
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
                                                     

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 17
   <NAME> EQUITY INDEX
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                     DEC-31-1996          
<PERIOD-START>                        JAN-01-1996     
<PERIOD-END>                          DEC-31-1996       
<INVESTMENTS-AT-COST>                     330,202 
<INVESTMENTS-AT-VALUE>                    343,746 
<RECEIVABLES>                                   0 
<ASSETS-OTHER>                                468 
<OTHER-ITEMS-ASSETS>                            0 
<TOTAL-ASSETS>                            344,214 
<PAYABLE-FOR-SECURITIES>                      462 
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>                       6 
<TOTAL-LIABILITIES>                           468 
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>                        0
<SHARES-COMMON-STOCK>                           0
<SHARES-COMMON-PRIOR>                           0
<ACCUMULATED-NII-CURRENT>                       0
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>                         0
<OVERDISTRIBUTION-GAINS>                        0
<ACCUM-APPREC-OR-DEPREC>                        0  
<NET-ASSETS>                              343,746 
<DIVIDEND-INCOME>                           7,847 
<INTEREST-INCOME>                               0 
<OTHER-INCOME>                                  0 
<EXPENSES-NET>                                575 
<NET-INVESTMENT-INCOME>                     7,272 
<REALIZED-GAINS-CURRENT>                    3,982 
<APPREC-INCREASE-CURRENT>                  13,544 
<NET-CHANGE-FROM-OPS>                      24,798 
<EQUALIZATION>                                  0 
<DISTRIBUTIONS-OF-INCOME>                       0
<DISTRIBUTIONS-OF-GAINS>                        0 
<DISTRIBUTIONS-OTHER>                           0 
<NUMBER-OF-SHARES-SOLD>                   366,782  
<NUMBER-OF-SHARES-REDEEMED>                40,562 
<SHARES-REINVESTED>                             0 
<NET-CHANGE-IN-ASSETS>                    343,746  
<ACCUMULATED-NII-PRIOR>                         0 
<ACCUMULATED-GAINS-PRIOR>                       0 
<OVERDISTRIB-NII-PRIOR>                         0 
<OVERDIST-NET-GAINS-PRIOR>                      0 
<GROSS-ADVISORY-FEES>                           0 
<INTEREST-EXPENSE>                              0 
<GROSS-EXPENSE>                               575 
<AVERAGE-NET-ASSETS>                            0 
<PER-SHARE-NAV-BEGIN>                           0 
<PER-SHARE-NII>                                 0 
<PER-SHARE-GAIN-APPREC>                         0 
<PER-SHARE-DIVIDEND>                            0 
<PER-SHARE-DISTRIBUTIONS>                       0 
<RETURNS-OF-CAPITAL>                            0 
<PER-SHARE-NAV-END>                             0 
<EXPENSE-RATIO>                                 0 
<AVG-DEBT-OUTSTANDING>                          0 
<AVG-DEBT-PER-SHARE>                            0 
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 18
   <NAME> STRATEGIC BOND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          670,758
<INVESTMENTS-AT-VALUE>                         677,446 
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                   1,624
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 679,070
<PAYABLE-FOR-SECURITIES>                         1,613
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           11
<TOTAL-LIABILITIES>                              1,624
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   677,446
<DIVIDEND-INCOME>                               29,029
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,782
<NET-INVESTMENT-INCOME>                         27,247
<REALIZED-GAINS-CURRENT>                         1,518
<APPREC-INCREASE-CURRENT>                        6,688
<NET-CHANGE-FROM-OPS>                           35,453
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        755,947
<NUMBER-OF-SHARES-REDEEMED>                     86,707
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         677,446
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,782
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 19
   <NAME> TURNER CORE GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                      DEC-31-1996
<PERIOD-START>                         JAN-01-1996
<PERIOD-END>                           DEC-31-1996
<INVESTMENTS-AT-COST>                       12,034 
<INVESTMENTS-AT-VALUE>                      12,490
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0 
<TOTAL-ASSETS>                              12,490      
<PAYABLE-FOR-SECURITIES>                         0 
<SENIOR-LONG-TERM-DEBT>                          0 
<OTHER-ITEMS-LIABILITIES>                        0 
<TOTAL-LIABILITIES>                              0 
<SENIOR-EQUITY>                                  0 
<PAID-IN-CAPITAL-COMMON>                         0 
<SHARES-COMMON-STOCK>                            0 
<SHARES-COMMON-PRIOR>                            0 
<ACCUMULATED-NII-CURRENT>                        0 
<OVERDISTRIBUTION-NII>                           0 
<ACCUMULATED-NET-GAINS>                          0 
<OVERDISTRIBUTION-GAINS>                         0 
<ACCUM-APPREC-OR-DEPREC>                         0 
<NET-ASSETS>                                12,490 
<DIVIDEND-INCOME>                              415       
<INTEREST-INCOME>                                0  
<OTHER-INCOME>                                   0  
<EXPENSES-NET>                                  31   
<NET-INVESTMENT-INCOME>                        384    
<REALIZED-GAINS-CURRENT>                      (238)     
<APPREC-INCREASE-CURRENT>                      456   
<NET-CHANGE-FROM-OPS>                          602   
<EQUALIZATION>                                   0  
<DISTRIBUTIONS-OF-INCOME>                        0  
<DISTRIBUTIONS-OF-GAINS>                         0  
<DISTRIBUTIONS-OTHER>                            0  
<NUMBER-OF-SHARES-SOLD>                     25,144       
<NUMBER-OF-SHARES-REDEEMED>                 12,872       
<SHARES-REINVESTED>                              0  
<NET-CHANGE-IN-ASSETS>                      12,490       
<ACCUMULATED-NII-PRIOR>                          0  
<ACCUMULATED-GAINS-PRIOR>                        0  
<OVERDISTRIB-NII-PRIOR>                          0  
<OVERDIST-NET-GAINS-PRIOR>                       0  
<GROSS-ADVISORY-FEES>                            0  
<INTEREST-EXPENSE>                               0  
<GROSS-EXPENSE>                                 31  
<AVERAGE-NET-ASSETS>                             0  
<PER-SHARE-NAV-BEGIN>                            0  
<PER-SHARE-NII>                                  0  
<PER-SHARE-GAIN-APPREC>                          0  
<PER-SHARE-DIVIDEND>                             0  
<PER-SHARE-DISTRIBUTIONS>                        0  
<RETURNS-OF-CAPITAL>                             0  
<PER-SHARE-NAV-END>                              0  
<EXPENSE-RATIO>                                  0  
<AVG-DEBT-OUTSTANDING>                           0  
<AVG-DEBT-PER-SHARE>                             0  
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 20
   <NAME> EDINBURGH INT'L EQUITY
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           44,801
<INVESTMENTS-AT-VALUE>                          44,456
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  44,456
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    44,456
<DIVIDEND-INCOME>                                  255
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     122
<NET-INVESTMENT-INCOME>                            133
<REALIZED-GAINS-CURRENT>                        (1,091)
<APPREC-INCREASE-CURRENT>                         (345)
<NET-CHANGE-FROM-OPS>                           (1,303)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         68,089
<NUMBER-OF-SHARES-REDEEMED>                     22,197
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          44,456
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    122
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 21
   <NAME> FRONTIER CAPITAL APPRECIATION
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           41,073
<INVESTMENTS-AT-VALUE>                          43,177
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  43,177
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    43,177
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     112
<NET-INVESTMENT-INCOME>                           (112)
<REALIZED-GAINS-CURRENT>                        (1,199)
<APPREC-INCREASE-CURRENT>                        2,105
<NET-CHANGE-FROM-OPS>                              794
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         55,645
<NUMBER-OF-SHARES-REDEEMED>                     13,373
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          43,177
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    112
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<PAGE>
 
                                                                       EXHIBIT 7



               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Prospectus and to the use of our reports dated February 7, 1997, with respect to
the financial statements of John Hancock Variable Life Account U and February
14, 1997, with respect to the financial statements of John Hancock Variable Life
Insurance Company, included in this Post-Effective Amendment No. 24 to the
Registration Statement (Form S-6, No. 2-68061).



                              /s/Ernst & Young LLP
                              ERNST & YOUNG LLP


Boston, Massachusetts
April 28, 1997

<PAGE>
 
                                                                      EXHIBIT 10

[LETTERHEAD OF JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY APPEARS HERE]



                                                          April 28, 1997


United States Securities
 and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      John Hancock Variable Life Account U
      File Nos. 2-68061 811-3068


Commissioners:

      This opinion is being furnished with respect to the filing of this post-
effective amendment of the Registrant's Registration Statement with the
Securities and Exchange Commission as required by Rule 485 under the Securities
Act of 1933.

      We have acted as counsel to Registrant for the purpose of preparing this
post-effective amendment which is being filed pursuant to paragraph (b) of Rule
485 and hereby represent to the Commission that in our opinion this post-
effective amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b).

      We hereby consent to the filing of this opinion with and as a part of this
post-effective amendment to Registrant's Registration Statement with the
Commission.


                                 Very truly yours,



                                 /s/ Sandra M. DaDalt
                                 --------------------
                                 Sandra M. DaDalt
                                 Counsel


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