SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
24F-2NT, 1998-03-27
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

          Variable Insurance Contracts

3.    Investment Company Act File Number: 811-4834

      Securities Act File Number: 33-52310 and 33-77256

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

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

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

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

5.    Calculation of registration fee:

<TABLE>
<S>                                                                            <C>              <C>
     (I)   Aggregate sale price of securities sold during the                                  
           fiscal year pursuant to section 24 (f):                                              $ 123,892,455
                                                                                                -------------
                                                                                               
     (ii)  Aggregate price of securities redeemed or                                           
           repurchased during the fiscal year:                                 $(30,441,297)   
                                                                               ------------    
                                                                                               
     (iii) Aggregate price of securities redeemed or repurchased during any                    
           prior fiscal year ending no earlier than October 11, 1995 that                      
           were not previously used to                                                         
           reduce registration fees payable to the Commission:                 $          0    
                                                                               ------------    
                                                                                               
                                                                                               
     (iv)  Total available redemption credits [add items 5(ii)                                 
           and 5(iii)]:                                                                         $ (30,441,297)
                                                                                                -------------
                                                                                               
     (v)   Net sales -- if Item 5(i) is greater than Item 5(iv)                                
           [subtract Item 5(iv) from Item 5(i)]                                                 $  93,451,158
                                                                                                -------------
</TABLE>
<PAGE>   2
<TABLE>
<S>                                                                            <C>              <C>
                                                                                              
     (vi)     Redemption credits available for use in future years                            
               --  if Item 5(i) is less than Item 5(iv) [subtract Item (iv)                   
              from Item 5(i)]:                                                 $(          )  
                                                                               ------------  
                                                                                              
     (vii)    Multiplier for determining registration fee (See                                
              Instruction C.9):                                                                     x.000295
                                                                                                ------------
                                                                                              
     (viii)   Registration fee due [multiply Item 5(v) by Item 5(vii)]                        
              (enter "0" if no fee is due):                                                      =$27,568.09
                                                                                                ------------
                                                                                              
6.   Prepaid Shares                                                                           
                                                                                              
     If the response to Item 5(i) was determined by deducting an amount of                    
     securities that were registered under the Securities Act of 1933 pursuant                
     to rule 24e-2 as in effect before October 11, 1997, then report the amount               
     of securities (number of shares or other units) deducted                                 
     here:________________. If there is a number of shares or other units that                
     were registered pursuant to rule 24e-2 remaining unsold at the end of the                
     fiscal year for which this form is filed that are available for use by the             
     issuer in future fiscal years, then state that number here:_____________.

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

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

                                                                                                 =$27,568.09
                                                                                                ------------
</TABLE>

9.   Date the registration fee and any interest payment was sent to the
     Commission's lockbox depository:
         3/25/98
                  Method of Delivery:
                                    [ x ] Wire Transfer
                                    [   ] Mail or other means


                                   SIGNATURES

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


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


Date:  March 27, 1998


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