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Registration No.33-52310
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
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POST-EFFECTIVE AMENDMENT NO. 6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF l933
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SEPARATE ACCOUNT THREE
OF
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Exact name of trust)
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Name of depositor)
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of depositor's principal executive offices)
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STEPHEN C. NESBITT
Secretary and General Counsel Notice to:
The Manufacturers Life Insurance J. Sumner Jones, Esq.
Company of America Jones & Blouch L.L.P.
500 N. Woodward Avenue 1025 Thomas Jefferson Street, N.W.
Bloomfield Hills, Michigan 48304 Washington, D.C. 20007-(Name
and Address of Agent for Service)
___ It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
X on February 14, 1996 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ on February 14, 1996 pursuant to paragraph (a)(1) of Rule 485
75 days after filing pursuant to paragraph (a)(2) of Rule 485
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Election Pursuant to Rule 24f-2
Registrant has registered, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, an indefinite number of its
variable life contracts for sale under the Securities Act of 1933
and filed a Rule 24f-2 Notice on February 28, 1995 for its fiscal
year ended December 31, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 the registrant, SEPARATE ACCOUNT THREE OF THE MANUFACTURERS
LIFE INSURANCE COMPANY OF AMERICA, and the depositor, THE
MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA, certify that the
registrant meets all of the requirements for effectiveness of
this amended registration statement pursuant to Rule 485(b) under
the Securities Act of 1933 and have duly caused this amendment to
the registration statement to be signed on their behalf by the
undersigned thereunto duly authorized, and the seal of the
depositor to be hereunto affixed and attested, all in the City of
Toronto, Province of Ontario, Canada, on the 30th day of January,
1996.
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[SEAL] SEPARATE ACCOUNT THREE OF THE
MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
(Registrant)
By: THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Depositor)
By: Donald A. Guloien
DONALD A. GULOIEN
President
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
By: Donald A. Guloien
DONALD A. GULOIEN
President
Attest
Sheri L. Kocen
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SIGNATURES
Pursuant to the requirements of the Securities Act
of l933, this amendment to the Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
Donald A. Guloien President and Director
DONALD A. GULOIEN (Principal Executive Officer)
Director
SANDRA M. COTTER
Director
LEONARD V. DAY, Jr.
Stephen C. Nesbitt Director
STEPHEN C. NESBITT
Joseph J. Pietroski Director
JOSEPH J. PIETROSKI
John D. Richardson Director and Chairman
JOHN D. RICHARDSON
Diane M. Schwartz Director
DIANE M. SCHWARTZ
Douglas H. Myers Vice President, Finance
DOUGLAS H. MYERS (Principal Financial and
Accounting Officer)
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EXHIBIT 99-10
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Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated February 20, 1995
accompanying the financial statements of The Manufacturers Life
Insurance Company of America and to the use of our report dated
February 6, 1995 accompanying the financial statements of
Separate Account Three of The Manufacturers Life Insurance
Company of America, in Post-Effective Amendment No. 5 to the
Registration Statement No. 33-52310 on Form S-6 and related
prospectus of Separate Account Three of The Manufacturers Life
Insurance Company of America.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
December 13, 1995
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EXHIBIT 99-11
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Jones & Blouch L.L.P.
1025 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C. 20007-0805
(202) 223-3500
December 13, 1995
The Board of Directors
The Manufacturers Life Insurance
Company of America
500 N. Woodward Avenue
Bloomfield Hills, MI 48304
Dear Sirs:
We hereby consent to the reference to this firm under the
caption "Legal Matters" in the prospectus contained in post-
effective amendment No. 5 to the registration statement on Form
S-6 of Separate Account Three of The Manufacturers Life Insurance
company of America, File No. 33-52310, to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933.
Very truly yours,
/s/Jones & Blouch L.L.P.
Jones & Blouch L.L.P.
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