SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
497, 1995-09-07
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                             SEPARATE ACCOUNT THREE

                        HORIZON FROM MANULIFE FINANCIAL

                                   ISSUED BY
              THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

                   SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1995

This supplement updates certain information in the Prospectus.  Please read it
and keep it with your Prospectus for future reference.

I.       The Prospectus is amended to add the following provisions under the
         section "INSURANCE BENEFIT" and accompanying definitions:

         NO LAPSE GUARANTEE

         In those states where it is permitted, on Policies issued with a face
         amount of at least $250,000 (calculated as described below), the
         policyowner may elect the No Lapse Guarantee.  If elected, as long as
         the No Lapse Guarantee Cumulative Premium Test (see below) is
         satisfied during the No Lapse Guarantee Period, as described below,
         Manufacturers Life of America will guarantee that the Policy will not
         go into default (see OTHER GENERAL PROVISIONS - "Policy Default"),
         even if a combination of Policy loans, adverse investment experience
         and other factors should cause the Policy's Net Cash Surrender Value
         to be insufficient to meet the monthly deductions due at the beginning
         of a policy month.  For purposes of determining the face amount at
         issue for the No Lapse Guarantee, the face amount shall include any
         amounts purchased under the supplementary insurance option.

         The No Lapse Guarantee Period is the first 5 Policy Years for life
         insureds with an issue age up to and including 85.  It is not offered
         to life insureds whose Issue Age exceeds 85.

         While the No Lapse Guarantee is in effect, Manufacturers Life of
         America will determine at the beginning of each policy month whether
         the No Lapse Guarantee Cumulative Premium Test, described below, has
         been satisfied.  If it has not been satisfied, the Company will notify
         the policyowner of that fact and allow a 61-day grace period in which
         the policyowner may make a premium payment sufficient to keep the No
         Lapse Guarantee in effect.  This required payment, as described in the
         notification to the policyowner, will be equal to the outstanding
         premium requirement as of the date the No Lapse Guarantee was not
         satisfied plus the Monthly No Lapse Guarantee Premium due for the next
         two policy months.  If the required payment is not received by the end
         of the grace period, the No Lapse Guarantee will terminate, and the
         Policy subsequently may go into default if the Policy's Net Cash
         Surrender Value is insufficient to meet the monthly deductions due at
         the beginning of a policy month.  A death benefit option change will
         also terminate the No Lapse Guarantee if it is in effect at the time
         of the change as will a decrease in face amount below $250,000.  The
         No Lapse Guarantee cannot be reinstated after it has been terminated.
         See OTHER GENERAL POLICY PROVISIONS - "Policy Default," and INSURANCE
         BENEFIT - "Death Benefit Option Changes."
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    NO LAPSE GUARANTEE CUMULATIVE PREMIUM TEST

         The No Lapse Guarantee Cumulative Premium Test is satisfied if, as of
         the beginning of the policy month, the sum of all premiums paid to
         date less any partial withdrawals and less any Policy Debt is at least
         equal to the sum of the Monthly No Lapse Guarantee Premiums due since
         the policy date, as follows:

         The Policy will satisfy the No Lapse Guarantee Cumulative Premium Test
         if (a) is greater than or equal to (b), where:

         (a)    is the sum of all premiums paid, less any partial withdrawals
                and less any Policy Debt;

                and

         (b)    is the sum of the Monthly No Lapse Guarantee Premiums due
                since the policy date.

         The Monthly No Lapse Guarantee Premium is one-twelfth of the No Lapse
         Guarantee Premium.  The No Lapse Guarantee Premium is set forth in the
         Policy.  It is subject to change if the face amount of the Policy is
         changed (see INSURANCE BENEFIT - "Face Amount Changes"), or if there
         is any change in the supplementary benefits added to the Policy or in
         the risk class of any life insured.


The following definitions are added to Appendix B:

         ISSUE AGE - the age on the nearest birthday, at policy date, as shown
         in the Policy.

         MONTHLY NO LAPSE GUARANTEE PREMIUM - 1/12 of the No Lapse Guarantee
         Premium.

         NO LAPSE GUARANTEE - Manufacturers Life of America guarantees that the
         Policy will not go into default even if a combination of Policy loans,
         adverse investment experience and other factors should cause the
         Policy's Net Cash Surrender Value to be insufficient to meet the
         monthly deductions due at the beginning of a policy month.

         NO LAPSE GUARANTEE CUMULATIVE PREMIUM TEST - a test that, if satisfied
         in the No Lapse Guarantee Period, will maintain the No Lapse
         Guarantee.  To satisfy the No Lapse Guarantee Cumulative Premium Test,
         the sum of premiums paid, less withdrawals, and less Policy loans must
         equal or exceed the sum of No Lapse Guarantee Premiums since issue as
         at the beginning of each policy month.
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                                     - 3 -


         NO LAPSE GUARANTEE PERIOD - is the first 5 policy years for life
         insureds with an issue age up to and including 85.  It is not offered
         to life insureds whose Issue Age exceeds 85.

         NO LAPSE GUARANTEE PREMIUM - is a measure of premium used in
         determining compliance with the No Lapse Guarantee Cumulative Premium
         Test.  The No Lapse Guarantee premium for each policyowner is set
         forth in the Policy.


II.      The "DEATH BENEFIT GUARANTEE" subsection of the "INSURANCE BENEFIT"
         section of the prospectus (on page 12) is amended.  The Death Benefit
         Guarantee will only be available where permitted by state law and if
         elected by the policyowner.


The date of this Supplement is September 11, 1995.


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