SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
497, 1999-08-02
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                            SUPPLEMENT TO PROSPECTUS
                          FOR SEPARATE ACCOUNT THREE OF
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                                DATED MAY 1, 1999



INFORMATION REGARDING THE ULTIMATE PARENT COMPANY OF THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA

     The section "Manufacturers Life of America and Manufacturers Life" is
amended to add the following:

"On January 20, 1998, the Board of Directors of The Manufacturers Life Insurance
Company ("Manufacturers Life"), the ultimate parent company of Manufacturers
Life of America, announced that it had asked the management of Manufacturers
Life to prepare a plan for conversion of Manufacturers Life from a mutual life
insurance company to a publicly traded, shareholder-owned company. On May 19,
1999 this plan was approved by the Board of Directors of Manufacturers Life and
on July 29, 1999, Manufacturers Life's eligible policyholders voted in favor of
demutualization. Provided that all necessary regulatory approvals are obtained,
Manufacturers Life expects that demutualization will take place in Autumn,
1999."

                         SUPPLEMENT DATED JULY 30, 1999

VENVUL.SUPP799


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