HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, 485BPOS, 1996-04-12

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
485BPOS, 1996-04-12

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As filed with the Securities and Exchange Commission on April 12, 1996

Registration No. 33-63842
- --------------------------------------------------------------------------------

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

FORM S-6
Post-Effective Amendment No. 4 to
Registration Statement Under
THE SECURITIES ACT OF 1933
----------------------

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
(Exact name of trust)

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
(Name of depositor)

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

FRANCIS C. CLEARY, JR., 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, 1996 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 1995 pursuant to Rule 24f-2 on February 22, 1996.
<PAGE>

CROSS-REFERENCE TABLE

Form N-8B-2 Item Caption in Prospectus
- ---------------- ---------------------

1, 2 Cover, The Account and Series
Fund or Funds, John Hancock

3 Inapplicable

4 Cover, Distribution of Policies

5,6 The Account and Series
Fund or Funds, 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
Law--Funding and Otherwise

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

11, 12 Summary, The Account and Series
Fund or Funds, Distribution of
Policies

13 Charges and expenses,
Appendix--Illustration of Death
Benefits, Surrender Values and
Accumulated Premiums

14, 15 Summary, Distribution of
Policies, Premiums

16 The Account and Series
Fund or Funds

17 Summary, Policy Provisions and
Benefits

18 The Account and Series
Fund or Funds, Tax Considerations

19 Reports

20 Changes in Applicable
Law--Funding and Otherwise

21 Policy Provisions and Benefits

22 Policy Provisions and Benefits

23 Distribution of Policies

24 Not Applicable

25 John Hancock

26 Not Applicable

27,28,29,30 John Hancock, Board
of Directors and Executive
Officers of John Hancock

31,32,33,34 Not Applicable

35 John Hancock

37 Not Applicable

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

42, 43 Not Applicable

44 The Account and Series Fund or
Funds,

Policy Provisions and Benefits,
Appendix--Illustration of Death
Benefits, Surrender Values and
Accumulated Premiums

45 Not Applicable

46 The Account and Series Fund or
Funds, Policy Provisions, Appendix--
Illustration of Death Benefits,
Surrender Values and
Accumulated Premiums

47 Not Applicable

48,49,50 Not Applicable

51 Policy Provisions and Benefits,
Appendix--Other Policy Provisions

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

53,54,55 Not Applicable

56,57,58,59 Not Applicable
<PAGE>

John Hancock Mutual Life
Insurance Company
(John Hancock)
[LOGO OF JOHN HANCOCK FLEXVI APPEARS HERE]

SCHEDULED PREMIUM VARIABLE LIFE INSURANCE POLICY
JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

LIFE AND ANNUITY SERVICES P.O. BOX 111 BOSTON, MASSACHUSETTS 02117

TELEPHONE 1-800-REAL LIFE (1-800-732-5543) FAX 617-572-5410

PROSPECTUS MAY 1, 1996

The scheduled premium variable life policy ("Policy") described in this
Prospectus can be funded, at the discretion of the Owner, by up to ten of the
variable subaccounts of John Hancock Mutual Variable Life Insurance Account UV
("Account"), by a fixed subaccount (the "Fixed Account"), or by a combination
of the Fixed Account and up to nine of the variable subaccounts (collectively,
"the subaccounts"). The assets of each variable 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 assets of the Fixed Account will be invested in the general
account of 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 the Portfolios
of the Fund: Growth and Income (formerly Stock), Large Cap Growth (formerly
Select Stock), Sovereign Bond (formerly Bond), Money Market, Managed, Real
Estate Equity, International Equities (formerly International), Short-Term
U.S. Government, Special Opportunities, Small Cap Growth, Small Cap Value, Mid
Cap Growth, Mid Cap Value, International Balanced, International
Opportunities, Large Cap Value, Strategic Bond and Equity Index. Other
variable subaccounts and Portfolios may be added in the future.

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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY.................................................................... 1
JOHN HANCOCK............................................................... 6
THE ACCOUNT AND SERIES FUND................................................ 6
THE FIXED ACCOUNT.......................................................... 9
POLICY PROVISIONS AND BENEFITS............................................. 10
Requirements for Issuance of Policy...................................... 10
Premiums................................................................. 10
Account Value and Surrender Value........................................ 13
Death Benefits........................................................... 14
Value Options............................................................ 14
Partial Withdrawal of Excess Value....................................... 16
Transfers Among Subaccounts.............................................. 16
Telephone Transfers and Policy Loans..................................... 17
Loan Provisions and Indebtedness......................................... 17
Default and Options on Lapse............................................. 18
Exchange Privilege....................................................... 19
CHARGES AND EXPENSES....................................................... 19
Charges Deducted from Premiums........................................... 19
Sales Charges............................................................ 19
Reduced Charges for Eligible Groups...................................... 20
Charges Deducted from Account Value...................................... 21
DISTRIBUTION OF POLICIES................................................... 23
TAX CONSIDERATIONS......................................................... 24
Policy Proceeds.......................................................... 24
Charge for John Hancock's Taxes.......................................... 25
Corporate and H.R. 10 Plans.............................................. 25
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK.................. 26
REPORTS.................................................................... 27
VOTING PRIVILEGES.......................................................... 27
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE........................... 28
STATE REGULATION........................................................... 28
LEGAL MATTERS.............................................................. 28
REGISTRATION STATEMENT..................................................... 28
EXPERTS.................................................................... 29
FINANCIAL STATEMENTS....................................................... 29
APPENDIX--OTHER POLICY PROVISIONS.......................................... 57
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
ACCUMULATED PREMIUMS...................................................... 59
</TABLE>

THE POLICY DESCRIBED HEREIN IS AVAILABLE ONLY IN NEW YORK. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFERING IN ANY OTHER JURISDICTION. NO PERSON IS
AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS.
<PAGE>

INDEX OF DEFINED WORDS AND PHRASES

Below are listed certain words and phrases used in this Prospectus, together
with identification of the page on which each is defined or explained:

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Account Value....................................................... 13
Attained Age........................................................ 14
Basic Death Benefit................................................. 14
Basic Premium....................................................... 11
Benchmark Value..................................................... 14
Contingent Deferred Sales Charge.................................... 19
Current Death Benefit............................................... 14
Death Benefit Factor................................................ 14
Excess Value........................................................ 14
Experience Component................................................ 15
Extra Death Benefit................................................. 15
Fixed Account....................................................... 9
Grace Period........................................................ 18
Guaranteed Death Benefit............................................ 14
Home Office......................................................... 6
Indebtedness........................................................ 17
Investment Rule..................................................... 12
Issue Charge........................................................ 21
Level Schedule...................................................... 11
Loan Account........................................................ 17
Minimum First Premium............................................... 10
Modified Schedule................................................... 11
Premium Component................................................... 15
Premium Credit Factor............................................... 16
Premium Processing Charge........................................... 19
Premium Recalculation............................................... 12
Required Premium.................................................... 11
Subaccount.......................................................... Cover
Sum Insured at Issue................................................ 15
Surrender Value..................................................... 13
Valuation Date...................................................... 9
Value Option........................................................ 14
</TABLE>
<PAGE>

SUMMARY

WHAT IS THE VARIABLE LIFE POLICY BEING OFFERED?

John Hancock Mututal Life Insurance Company ("John Hancock") issues variable
life insurance Policies. The Policies described in this Prospectus are
scheduled annual premium policies that provide for additional premium
flexibilities. John Hancock also issues other forms of variable life insurance
policies. These other policies are offered by means of other prospectuses.

As explained below, the death benefit and surrender value under the Policy
may increase or decrease daily. The Policies differ from ordinary fixed-
benefit life insurance in the way they work. However, the Policies are the
same as fixed-benefit life insurance in providing lifetime protection against
economic loss resulting from the death of the person insured. The Policies are
primarily insurance and not investments.

The Policies work generally as follows: the Owner periodically gives John
Hancock enough premium to meet the premium schedule selected. John Hancock
takes from each premium an amount for expenses, taxes, and sales load. John
Hancock then places the rest of the premium into as many as ten subaccounts as
directed by the Owner. The assets allocated to each variable subaccount are
invested in shares of the corresponding Portfolio of the Fund. The currently
available Portfolios are identified on the cover of this prospectus. The
assets allocated to the Fixed Account are invested in the general account of
John Hancock. During the year, John Hancock takes charges from each subaccount
and credits or charges each subaccount with its respective investment
performance. The insurance charge, which is deducted from the invested assets
attributable to each Policy ("Account Value"), varies monthly with the then
attained age of the insured and with the amount of insurance provided at the
start of each month.

The death benefit may increase or decrease daily depending on the investment
experience of the subaccounts to which premiums are allocated. In general, the
Current Death Benefit equals the Account Value times a factor ("Death Benefit
Factor") which depends upon the sex and attained age of the insured. If the
Account Value increases, the Current Death Benefit will increase, and, if the
Account Value decreases, the Current Death Benefit will decrease. However,
John Hancock guarantees that, regardless of the investment experience, the
death benefit payable will never be less than the amount of insurance
originally purchased in the absence of a subsequent partial surrender
("Guaranteed Death Benefit"). At issue, the death benefit payable upon the
death of the insured will usually be the Guaranteed Death Benefit. This is
because the first premium payment generally will not result in a large enough
Account Value to cause the Current Death Benefit to exceed the Guaranteed
Death Benefit initially. Whether or not it reaches or exceeds the Guaranteed
Death Benefit depends upon the timing and amount of the premium payments, the
investment experience, the activity under the Policy with respect to Policy
loans, additional benefits and the like, the charges made against the Policy,
and the attained age of the insured. Once the Current Death Benefit reaches
the Guaranteed Death Benefit, the Owner bears the investment risk for any
amount above the Guaranteed Death Benefit, and John Hancock bears the
investment risk for the Guaranteed Death Benefit.

The initial Account Value is basically the sum of the amounts of the premium
that John Hancock, at the direction of the Owner, places in the Account and in
the Fixed Account. The Account Value increases or decreases daily depending on
the investment experience of the subaccounts to which the amounts are
allocated. John Hancock does not guarantee a minimum amount of Account Value.
Therefore, the Owner bears the investment risk for that portion of the Account
Value allocated to the variable subaccounts. The Owner may surrender a Policy
at any time while the insured is living. The Surrender Value is the Account
Value less the sum of any unpaid Issue Charge and any Contingent Deferred
Sales Charge and less any Indebtedness. If the

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Owner surrenders in the early policy years, the amount of Surrender Value
would be low (as compared with other investments without sales charges) and,
consequently, the insurance protection provided prior to surrender would be
costly.

The minimum initial death benefit that may be bought is $25,000 for insureds
less than 25 years of age at the time of issue of the Policy and $50,000 for
insureds with ages 25 through 75 at issue. All persons insured must meet
certain health and other criteria called "underwriting standards." The smoking
status of the insured is generally reflected in the insurance charges made. If
the minimum death benefit at issue is at least $100,000, the insured may be
eligible for the "preferred" class which has the lowest insurance charges for
this Policy. Policies issued in certain jurisdictions or in connection with
certain employee plans will not directly reflect the sex of the insured in
either the premium rates or the charges and values under the Policy.

WHAT IS THE AMOUNT OF THE PREMIUMS?

Premiums are determined under one of two premium schedules selected by the
Owner. Under the Level Schedule, premiums are fixed for the life of the
Policy. Under the Modified Schedule, a lower fixed premium is applicable which
does not vary until the Policy anniversary nearest the insured's 72nd
birthday. On this date, in the absence of an earlier election by the Owner,
the Policy premium is automatically shifted to the Level Schedule and a new
fixed annual premium becomes payable on a scheduled basis. The new premium
depends upon the Policy's Guaranteed Death Benefit and Account Value at the
time of the premium recalculation. The Owner may request that the premium
recalculation take place on any Policy anniversary prior to that nearest the
insured's 72nd birthday. In addition to the premium schedule chosen, the
amount of the premium for a Policy depends upon the Sum Insured at Issue and
the insured's age and sex (unless the Policy is sex-neutral). 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 61-day grace period in which to
make premium payments due after the Minimum First Premium is received.

Within limits, scheduled premiums may be paid in advance and more than the
scheduled premiums may be paid. If the Account Value under a Policy is
sufficiently high, a premium payment otherwise scheduled need not be paid.
(See "Premiums", Page 9.)

WHAT IS JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV?

The Account is a separate investment account of John Hancock, operated as a
unit investment trust, which supports benefits payable under the Policies.
Each variable subaccount within the Account is invested in a corresponding
Portfolio of John Hancock Variable Series Trust I, a "series" type of mutual
fund. The Portfolios of the Fund which are currently available are Growth and
Income, Large Cap Growth, Sovereign Bond, Money Market Managed, Real Estate
Equity, International Equities, Short-Term U.S. Government, Special
Opportunities, Small Cap Growth, Small Cap Value, Mid Cap Growth, Mid Cap
Value, International Balanced, International Opportunities, Large Cap Value,
Strategic Bond, and Equity Index.

Each Portfolio has a different investment objective and is managed by John
Hancock. John Hancock receives a fee from the Fund for providing investment
management services with respect to the Growth and Income, Sovereign Bond and
Money Market Portfolios at an annual rate of .25% of the net assets; with
respect to the Large Cap Growth and Managed Portfolios, at an annual rate of
.40% of the first $500 million of the net assets and at lesser percentages for
amounts above $500 million; with respect to the Short-Term U.S. Government
Portfolio at an annual rate of .50% of the first $250 million of the average
daily net assets and, at lesser percentages for amounts above $250 million;
with respect to the Real Estate Equity Portfolio, at an annual

2
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rate of .60% of the first $300 million of the net assets and at lesser
percentages for amounts above $300 million, and with respect to the
International Equities Portfolio, at an annual rate of .60% of the first $250
million of the net assets and at lesser percentages for amounts above $250
million; with respect to the Special Opportunities Portfolio, at an annual
rate of .75% of the first $250 million of the average daily net assets and at
lesser percentages for amounts above $250 million; with respect to the Equity
Index Portfolio at an annual rate of 0.25% of the net assets; with respect to
the Large Cap Value and Small Cap Growth Portfolios at an annual rate of 0.75%
of the net assets; with respect to the Mid Cap Growth Portfolio at an annual
rate of 0.85% for the first $100,000,000 of net assets and at lesser
percentages for amounts above $100,000,000; with respect to the Mid Cap Value
Portfolio at an annual rate of 0.80% of the first $250,000,000 of net assets
and at lesser percentages for amounts above $250,000,000; with respect to the
Small Cap Value Portfolio at an annual rate of 0.80% of the first $100,000,000
of net assets and at lesser percentages for amounts above $100,000,000; with
respect to the Strategic Bond Portfolio at an annual rate of 0.75% of the
first $25,000,000 of net assets and at lesser percentages for amounts above
$25,000,000; with respect to the International Opportunities Portfolio at an
annual rate of 1% of the first $20,000,000 of net assets and at lesser
percentages for amounts above $20,000,000; and for the International Balanced
Portfolio at an annual rate of 0.85% of the first $100,000,000 of net assets
and at a lesser percentage for amounts above $100,000,000..

For a full description of the Fund, see the prospectus for the Fund attached
to this Prospectus.

WHAT ARE THE CHARGES MADE BY JOHN HANCOCK?

Premium Processing Charge. A charge not to exceed $2 is deducted from each
premium payment.

State Premium Tax Charge. A charge equal to 2 1/2% of each premium payment
after deduction of the Premium Processing Charge.

Sales Charge Deduction from Premium. A charge equal to 5% of each premium
payment after deduction of the Premium Processing Charge.

Contingent Deferred Sales Charge. A charge deducted from Account Value if
the Policy lapses or is surrendered during the first 11 Policy years. The
amount of the charge depends upon the year in which lapse or surrender occurs.
The charge will never be higher than 15% of premiums paid to date. The total
charge for sales expenses over the lesser of 20 years or the life expectancy
of the insured will not exceed 9% of the premium payments under the Policy,
assuming all required premiums are paid, over that period.

Issue Charges. A charge deducted monthly from Account Value in 48 equal
installments totalling $240 per Policy and 48c per $1000 of Sum Insured at
Issue.

Maintenance Charge. A charge deducted monthly from Account Value in an
amount equal to no more than $4 per Policy and 2c per $1000 of current Sum
Insured.

Insurance Charge. A charge based upon the amount at risk, the attained age
and risk classification of the insured and John Hancock's then current monthly
insurance rates (never to exceed rates based on the 1980 CSO Tables) deducted
monthly from Account Value.

Guaranteed Death Benefit Charges. A charge not to exceed 3c per $1000 of
current Sum Insured (currently 1c per $1000) deducted monthly from that
portion of Account Value not attributable to the Fixed Account allocations.
Upon any exercise of the Extra Death Benefit Option or the Basic Premium
Reduction Option, a one-time charge not to exceed 3% (currently 1 1/2%) of the
amount applied to exercise the option.

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Charge for Mortality and Expense Risks. A charge made daily at an effective
annual rate of .60% of the assets of the Account.

Charges for Extra Mortality Risks. An additional premium, depending upon the
Sum Insured at Issue, age of the insured and the degree of additional
mortality risk, is required if the insured does not qualify for either the
preferred or standard underwriting class. This additional premium is collected
in two ways: up to 7 1/2% of each year's additional premium is deducted from
premiums when paid and 92 1/2% of each year's additional premium is deducted
monthly from Account Value in equal installments.

Charges for Additional Insurance Benefits. An additional premium is required
if the Owner elects to purchase an additional insurance benefit. This
additional premium is collected in two ways: up to 7 1/2% of each year's
additional premium is deducted from premiums when paid and 92 1/2% of the
additional premium is deducted monthly from Account Value in equal
installments.

Charge for Partial Withdrawal. A charge equal to the lesser of $25 or 2% of
the amount withdrawn made against Account Value at the time of withdrawal.

See "Charges and Expenses", Page 19, for a full description of the charges
under the Policy.

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 John Hancock 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. John Hancock expects that it will continue to be taxed
as a life insurance company. (See "Charge for John Hancock's Taxes".)

WHAT IS THE RELATIONSHIP BETWEEN THE PREMIUM AND THE AMOUNT ALLOCATED TO THE
SUBACCOUNTS?

The initial net premium is allocated by John Hancock from its general
account to one or more of the subaccounts on the date of issue of the Policy.
The initial net premium is the gross premium less a processing charge, the
charges deducted for sales expenses and state premium taxes. These charges
also apply to subsequent premium payments. Net premiums derived from payments
received after the issue date are allocated, generally on the date of receipt,
to one or more of the subaccounts as elected by the Owner. (See "Charges and
Expenses", Page 19).

HOW ARE AMOUNTS ALLOCATED TO EACH SUBACCOUNT?

At issue and subsequently thereafter, the Owner will provide us with the
rule ("Investment Rule") we will follow to invest net premiums or other
amounts in any one but not more than ten of the subaccounts. The Owner may
change the Investment Rule under which John Hancock will allocate amounts to
subaccounts. (See "Investment Rule".)

WHAT COMMISSIONS ARE PAID TO AGENTS?

The Policies are sold through agents who are licensed by state authorities
to sell John Hancock's insurance policies. Commissions payable to agents are
described under "Distribution of Policies". Sales expenses in any year are not
equal to the deduction for sales load, including any Contingent Deferred Sales
Charge, 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.

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WHAT IS THE DEATH BENEFIT?

The death benefit payable is the greater of the Guaranteed Death Benefit,
including any Extra Death Benefit Value Option which may have been exercised,
or the Current Death Benefit. Whenever the Current Death Benefit exceeds the
Guaranteed Death Benefit, the death benefit will increase whenever there is an
increase in the Policy's Account Value and it will decrease whenever there is
a decrease in the Policy's Account Value but never below the Guaranteed Death
Benefit. (See "Death Benefits".)

HOW DOES THE ACCOUNT VALUE OF A POLICY VARY IN RELATION TO THE SUBACCOUNTS'
INVESTMENT EXPERIENCE?

In general, the Account Value for any day equals the Account Value for the
previous day, increased by any net premium placed in the subaccounts for the
Policy, decreased by any charges made against the
Account Value, and increased or decreased by the investment experience of the
subaccounts. No minimum Account Value for the Policy is guaranteed. (See
"Surrender Value", Page 13.)

WHAT IS THE LOAN PROVISION AND HOW DOES A LOAN AFFECT THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE?

After the first Policy year the Owner may obtain a Policy loan. Assuming no
Indebtedness (see below), the maximum amount of any loan in Policy years two
and three is 75% of that portion of the Surrender Value attributable to
variable subaccount investments, plus 100% of that portion of the Surrender
Value attributable to Fixed Account investments; thereafter the maximum is 90%
of that portion of Surrender Value attributable to variable subaccount
investments, plus 100% of that portion of the Surrender Value attributable to
Fixed Account investments. Interest charged on any loan will accrue daily at
an annual rate determined by John Hancock at the start of each Policy Year.
This interest rate will not exceed the greater of (1) the "Published Monthly
Average" (see "Loan Provision and Indebtedness") for the calendar month ending
two months before the calendar month of the Policy anniversary or (2) 5%. A
loan plus accrued interest ("Indebtedness") 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 rate of interest credited to the Account
Value because of the loan will usually be different than the net investment
experience of the subaccounts. Therefore, the Account Value, the Surrender
Value and any Death Benefit above the Guaranteed Death Benefit are permanently
affected by any loan.

IS THERE A SHORT-TERM CANCELLATION RIGHT?

The Owner may surrender a 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 John Hancock of
the Notice of Withdrawal Right, whichever is latest, to John Hancock at
Boston, Massachusetts, or to the agent or agency office through which it was
delivered. Any premium paid on it will be refunded. If required by state law,
the refund will equal the Account Value at the end of the Valuation Period in
which the Policy is received plus all charges or deductions made against
premiums plus an amount reflecting charges against the subaccounts and the
investment management fee of the Fund.

WHAT IS THE EXCHANGE PRIVILEGE ALLOWED AN OWNER?

The Owner may transfer the entire Account Value in variable subaccounts
under a Policy to the Fixed Account at any time. The transfer will take effect
at the end of the Valuation Period in which John Hancock receives, at its Home
Office, notice satisfactory to John Hancock. (See "Exchange Privilege," Page
18.)

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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 income tax
purposes. It is also believed that an Owner will not be deemed to be in
constructive receipt of the cash values of the Policy until values are
actually received through withdrawal, surrender or other distributions. 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.

Under recent Federal tax legislation, distributions from Policies entered
into after June 20, 1988 on which premiums greater than a "7-pay" premium
limit (as defined in the law) have been paid, will be subject to taxation. See
"Flexibility as to Premium Payments" for a discussion of how the "7-pay"
premium limit may be exceeded under a Policy. A distribution on such a Policy
(called by the law a "modified endowment contract") will be taxed to the
extent there is any income (gain) to the Owner and an additional tax may be
imposed on the taxable amount (See "Policy Proceeds" under "Tax
Considerations").

JOHN HANCOCK

John Hancock, a mutual life insurance company, is authorized to transact a
life insurance and annuity business in Massachusetts and all other states.

John Hancock is a company chartered in Massachusetts in 1862. Its Home
Office is at John Hancock Place, Boston, Massachusetts 02117. John Hancock's
assets are over $45 billion.

THE ACCOUNT AND SERIES FUND

The Account, a separate account established under Massachusetts law in 1993,
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 John Hancock. 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 John Hancock may conduct. In addition to the assets
attributable to variable life policies, the Account's assets include assets
derived from charges made by John Hancock. From time to time these additional
assets may be transferred in cash by John Hancock to its general account.
Before making any such transfer, John Hancock 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 is allocated to the Account.

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 or
John Hancock.

The assets in the variable subaccounts are invested in corresponding
Portfolios of the Fund, but the assets of one variable subaccount are not
necessarily legally insulated from liabilities associated with another
variable subaccount. New variable subaccounts may be added or existing
variable subaccounts may be deleted as new Portfolios are added to or deleted
from the Fund and made available to Owners.

6
<PAGE>

SERIES FUND

The Fund is a "series" type of mutual fund registered with the Commission
under the 1940 Act as an open-end diversified management investment company.
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 a description of a need to monitor for possible conflicts and
other consequences.) A very brief summary of the investment objectives of each
Portfolio is set forth below.

Growth and Income (formerly Stock) 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 in
securities convertible into or with rights to purchase common stocks) of
companies believed by management to offer growth potential over both the
intermediate and long-term.

Large Cap Growth (formerly Select Stock) Portfolio

The investment objective of this Portfolio is to achieve above-average
capital appreciation through the ownership of common stocks of companies
believed by management to offer above-average capital appreciation
opportunities. Current income is not an objective of the Portfolio.

Sovereign Bond (formerly 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 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.

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 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 (formerly International) Portfolio. The investment
objective of this Portfolio is to achieve long-term growth of capital by
investing primarily in foreign equity securities.

Special Opportunities Portfolio. The investment objective of this Portfolio
is to achieve long-term capital appreciation by emphazising investments in
equity securities of issuers in various economic sectors.

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<PAGE>

Short-Term U.S. Government Portfolio. The investment objective of this
Portfolio is to provide a high level of current income consistent with the
maintenance of principal, through investment in a portfolio of short-term U.S.
Treasury securities and U.S. Government agency securities.

Equity Index Portfolio: to provide investment results that correspond to the
total return of the U.S. market as represented by the S&P 500 utilizing common
stocks that are publicly traded in the United States.

Large Cap Value Portfolio: to provide substantial dividend income, as well
as long-term capital appreciation, through investments in the common stocks of
established companies believed by management to offer favorable prospects for
increasing dividends and capital appreciation.

Mid Cap Growth Portfolio: to provide long-term growth of capital through a
non-diversified portfolio investing largely in common stocks of mid-sized
companies.

Mid Cap Value Portfolio: to provide long-term growth of capital primarily
through investment in the common stocks of medium capitalization companies
believed by management to sell at a discount to their intrinsic value.

Small Cap Growth Portfolio: to provide long-term growth of capital through a
diversified portfolio investing primarily in common stocks of small emerging
growth companies.

Small Cap Value Portfolio: to provide long-term growth of capital by
investing in a well diversified portfolio of common stocks of small-sized
companies exhibiting value characteristics.

Strategic Bond Portfolio: to provide a high total return consistent with
moderate risk of capital and maintenance of liquidity, from a portfolio of
domestic and international fixed income securities.

International Opportunities Portfolio: to provide capital appreciation
through investments in common stocks of primarily well-established, non-United
States Companies.

International Balanced Portfolio: to maximize total U.S. dollar return,
consisting of capital appreciation and current income.

John Hancock acts as the investment manager for the Fund, and John Hancock's
indirectly owned subsidiary, Independence Investment Associates, Inc., with
its principal place of business at 53 State Street, Boston, Massachusetts,
provides sub-investment advice with respect to the Growth and Income, Large
Cap Growth, Managed, Real Estate Equity, Equity Index and Short-Term U.S.
Government Portfolios. Another indirectly owned subsidiary, John Hancock
Advisers, Inc., located at 101 Huntington Avenue, Boston, Massachusetts, and
its subsidiary, John Hancock Advisers International, Limited, located at 34
Dover Street, London, England, provide sub-investment advice with respect to
the International Equities Portfolio, and John Hancock Advisers, Inc. does
likewise with respect to the Sovereign Bond, Small Cap Growth and Special
Opportunities Portfolios.

T. Rowe Price Associates, Inc., located at 100 East Pratt St., Baltimore, MD
21202, provides sub-investment advice with respect to the Large Cap Value
Portfolio and, together with its subsidiary, Rowe Price-Fleming International,
Inc., also located at 100 East Pratt St., Baltimore, MD 21202, provides sub-
investment advice with respect to the International Opportunities Portfolio.

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<PAGE>

Mid Cap Value Portfolio. J.P. Morgan Investment Management Inc., located at
522 Fifth Avenue, New York, NY 10036, provides investment advice with respect
to the Strategic Bond Portfolio and Brinson Partners, Inc., of 209 S. LaSalle
Street, Chicago, IL 60604, does likewise with respect to the International
Balanced Portfolio.

John Hancock will purchase and redeem Fund shares for the Account at their
net asset value. Shares of the Fund represent an interest in one of the
Portfolios of the Fund which corresponds to the variable 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.

On each Valuation Date, shares of each portfolio are purchased or redeemed
by John Hancock for each variable subaccount based on, among other things, the
amount of net premiums allocated to the variable subaccount, distributions
reinvested, transfers to, from and among variable 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 Valuation Date is any date on which the New York Stock
Exchange is open for trading and on which the Fund values its shares. 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.

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.

THE FIXED ACCOUNT

An Owner may allocate premiums to the Fixed Account or transfer all or part
of the Account Value under a Policy to the Fixed Account. The amount so
allocated or transferred will become a part of John Hancock's general account
assets. John Hancock's general account consists of assets owned by John
Hancock other than those in the Account and in other separate accounts that
have been or may be established by John Hancock. Subject to applicable law,
John Hancock has sole discretion over the investment of assets of the general
account and Owners do not share in the investment experience of those assets.
Instead, John Hancock guarantees that the Account Value allocated to the Fixed
Account will accrue interest daily at an effective annual rate of at least 4%
without regard to the actual investment experience of the general account.
Consequently, if an Owner pays the scheduled premiums, allocates all net
premiums only to the Fixed Account, and makes no transfers, partial
withdrawals, or policy loans, the minimum amount and duration of the death
benefit will be determinable and guaranteed. Transfers from the Fixed Account
are subject to certain limitations (see "Transfers Among Subaccounts"), and
charges will vary somewhat for Account Value allocated to the Fixed Account.
See "Charges Deducted From Account Value".

The Account Value in the Fixed Account is equal to the portion of the net
premiums allocated to it, plus any amounts transferred to it and interest
credited to it, minus any charges deducted from it or partial withdrawals or
amounts transferred from it. John Hancock guarantees that interest credited to
the Account Value in the Fixed Account will not be less than an effective
annual rate of 4%. John Hancock may, in its sole discretion, credit a higher
rate although it is not obligated to do so. The Owner assumes the risk that
interest credited will not exceed 4% per year. Upon request and in the annual
statement, John Hancock will inform Owners of the then-applicable rate.

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<PAGE>

Commission has not reviewed the disclosure in this prospectus relating to the
Fixed Account. Disclosure regarding the Fixed Account may, however, be subject
to certain generally-applicable provisions of the Federal securities laws
relating to accuracy and completeness of statements made in prospectuses.

POLICY PROVISIONS AND BENEFITS

The discussions which follow under "Death Benefits", "Account Value" and
"Surrender Value" assume that there has been no Policy loan. Benefits and
values are affected if premiums are not paid as scheduled 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 loan, see "Loan Provision and Indebtedness".

REQUIREMENTS FOR ISSUANCE OF POLICY

The Policy is generally available with a minimum Sum Insured at Issue of
$25,000 for insureds less than 25 years of age at the time of issue of the
Policy and minimum Sum Insured at Issue of $50,000 for insureds with ages 25
through 75 at issue. All persons insured must meet certain health and other
criteria called "underwriting standards". The smoking status of the insured is
reflected in the insurance charges made. If the Sum Insured at Issue is at
least $100,000, the insured may be eligible for the "preferred" underwriting
class of this Policy, which has the lowest insurance charges. Policies issued
in connection with certain employee plans will not directly reflect the sex of
the insured in either the premium rates or the charges or values under the
Policy. Accordingly, the illustrations, factors and premiums set forth in this
Prospectus may differ for such Policies.

PREMIUMS

Payment Schedule

Premiums are scheduled and payable during the lifetime of the insured in
accordance with John Hancock's established rules and rates. Premiums are
payable at John Hancock's Home Office on or before the due date specified in
the Policy. All Policies operate under the same schedule of due dates.

After the payment of the Minimum First Premium (see "Minimum Premium
Requirements" below) there are three scheduled due dates in the first Policy
year. Due dates are the last Valuation Date in the third, sixth and ninth
Policy months. In the second Policy year, the scheduled due dates are the last
Valuation Date in the sixth and twelfth Policy months. In the third and all
later Policy years, the scheduled due date is the last Valuation Date of the
Policy year.

Minimum Premium Requirements

An amount of Required Premium (see "Amount of Required Premium" below) is
determined at the start of each Policy year. Generally, the full amount of
Required Premium must be paid by the last scheduled due date of the Policy
year. In the first and second Policy years, however, there are additional
requirements.

In the first Policy year, a Minimum First Premium must be received by John
Hancock at its Home Office before the Policy is in full force and effect. The
Minimum First Premium is equal to the greater of $150 or one-fourth of the
Required Premium. Also in the first Policy year, one-half of the Required
Premium must be received on or before the last Valuation Date in the third
Policy month and three-quarters of the Required Premium must be received on or
before the last Valuation Date in the sixth Policy month.

In the second Policy year, one-half of the Required Premium for the second
Policy year must be received on or before the last Valuation Date in the sixth
Policy month.

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<PAGE>

Premium requirements are met by premium payments on a cumulative basis. For
example, the premium requirement on all scheduled due dates of the first
Policy year would be met if the full Required Premium for the first Policy
year were paid at issue of the Policy.

Generally, all premiums received are counted by John Hancock when it
determines whether the premium requirement is met on a scheduled due date.
This cumulative amount of premiums received is reduced for this purpose by
amounts withdrawn from the Premium Component of Excess Value and amounts
applied from the Premium Component to any Value Option other than the
Accumulate Option. The premium requirement will also be deemed satisfied on
the last Valuation Date of the second or any later Policy year if any Excess
Value is available on the scheduled due date. See "Value Options".

Failure to satisfy a premium requirement on a scheduled due date may cause
the Policy to terminate. See "Default and Options on Lapse".

Amount of Required Premium

The Required Premium determined at the start of each Policy year equals an
amount for the Basic Death Benefit ("Basic Premium") or $300 if the annual
Basic Premium is less than $300, plus any additional premium because the
insured is an extra mortality risk or because additional insurance benefits
have been purchased. The Basic Premium is a level amount that does not change
if the Level Schedule is selected. If the Modified Schedule is selected, the
Basic Premium does not change until the Premium Recalculation occurs. See
"Choice of Premium Schedule" and "Premium Recalculation".

If the Account Value on the Valuation Date immediately preceding the Policy
anniversary, when multiplied by the Death Benefit Factor on that Policy
anniversary , is equal to or greater than the Guaranteed Death Benefit, then
no Required Premium is applicable to the following Policy year. This means
that even if no premium is paid during the Policy year, the premium
requirement will be met on the scheduled due date at the end of the Policy
year. If applicable, Owners will be mailed a written notice by John Hancock
within 10 days after any Policy anniversary that no premium payment is
required in that Policy year.

Choice of Premium Schedule

At the time of application, the applicant can select either a Level Schedule
or a Modified Schedule as the basis for the Basic Premium on the Policy. The
Modified Schedule alternative is not available if the insured is over age 70
on the issue date of the Policy. If the Level Schedule is chosen, the Basic
Premium will never increase during the lifetime of the insured. With the Level
Schedule, the Basic Premium is completely insulated from any adverse
investment performance. If the Modified Schedule is chosen, the Basic Premium
is initially lower than under the Level Schedule. However, a Premium
Recalculation (described below) must occur no later than the Policy
anniversary nearest the insured's 72nd birthday. At the time of the Premium
Recalculation, John Hancock determines a new Basic Premium which is payable
through the remaining lifetime of the insured.

A comparison of the Basic Premiums at issue under the Level and Modified
Schedules for a Sum Insured at issue of $100,000 for a male is shown below:

<TABLE>
<CAPTION>
Issue
Age Level Modified
----- ----- --------
<S> <C> <C>
25 $1,113 $ 708
40 $ 954 $1,305
55 $3,869 $2,585
</TABLE>

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<PAGE>

Premium Recalculation (Modified Schedule Only)

The Premium Recalculation applicable to any Policy on a Modified Schedule
may be elected by the Owner at any time after the first Policy anniversary up
to the Policy anniversary nearest the insured's 72nd birthday. If elected, the
Premium Recalculation will be effected on the Policy anniversary next
following receipt by John Hancock at its Home Office of satisfactory written
notice. If not elected sooner, the Premium Recalculation will be effected by
John Hancock on the Policy anniversary nearest the insured's 72nd birthday.

The new Basic Premium resulting from a Premium Recalculation may be less
than, equal to or greater than the original Basic Premium but it will never
exceed the maximum Basic Premium shown in the Policy. The new Basic Premium
depends on the insured's sex and age, the Guaranteed Death Benefit under the
Policy and the Account Value on the Valuation Date immediately preceding the
date of the Premium Recalculation.

A charge will be made if the new Basic Premium is below the Basic Premium on
the Level Schedule for the insured's age at issue of the Policy. The charge
(currently 1 1/2%) will not exceed 3% of the amount of Account Value applied
by John Hancock to reduce the new Basic Premium to an amount below the Basic
Premium which would have been payable on the Level Schedule for the insured's
age at issue. See "Guaranteed Death Benefit Charges".

Billing, Allocation of Premium Payments (Investment Rule)

The Owner may at any time elect to be billed by John Hancock for an amount
of premium greater than the Required Premium otherwise payable. The Owner may
also elect to be billed for premiums on an annual, semi-annual or quarterly
basis. An automatic check-writing program may be available to an Owner
interested in making monthly premium payments. A Premium Processing Charge,
not to exceed $2, is deducted from each premium payment. All premiums are
payable at John Hancock's Home Office.

Any premium payment will be processed by John Hancock as of the end of the
Valuation Period in which it is received, unless one of the three exceptions
noted below is applicable. Each premium payment will be reduced, first by the
Premium Processing Charge and then by the state premium tax charge and the
sales charge deducted from premiums. See "Charges and Expenses". The remainder
is the net premium.

The Owner at the time of application must elect an Investment Rule which
will allocate net premiums and any credits to any of the ten subaccounts. The
Owner must select allocation percentages in whole numbers, and the total
allocated must equal 100%. The Owner may thereafter change the Investment Rule
prospectively at any time. The change will be effective as to any net premiums
and credits applied after receipt at John Hancock's Home Office of notice
satisfactory to John Hancock.

There are three exceptions to the normal practice of processing a premium
payment as of the end of the Valuation Period in which it is received:

(1) A payment received prior to a Policy's issue date will be processed
as if received on the Valuation Date immediately preceding the
issue date.

(2) A payment made during a Policy's grace period will be processed as
of the scheduled due date to the extent it represents the amount of
premium in default; any excess will be processed as of the date of
receipt.

(3) If the Minimum First Premium is not received prior to the issue
date, each payment received thereafter will be processed as if
received on the Valuation Date immediately preceding the issue
date until all of the Minimum First Premium is received.

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<PAGE>

Flexibility as to Premium Payments

The Owner may pay more than the Required Premium during a Policy year and
may ask to be billed for an amount greater than any Required Premium. The
Owner may also pay amounts in addition to any billed amount. However, each
premium payment must be at least $25. John Hancock reserves the right to limit
premium payments above the amount of the cumulative Required Premiums due on
the Policy.

The ability to pay more than the Required Premium provides the Owner with
considerable payment flexibility in meeting the premium requirements of the
Policy. Consider a Policy with a $1,000 Required Premium and where the Owner
pays $1,250 in each of the first eight Policy years. If none of the additional
premium of $2,000 is applied under a Value Option (See "Value Options"), the
Policy will remain in force for at least ten years without any further premium
payments. During each of these ten years, the premium received ($1,250 a year
for eight years) at least equals the aggregate Required Premiums ($1,000 a
year for 10 years) on the scheduled due dates. In other words, the payment of
more than the Required Premium in a year can be relied upon to satisfy the
Required Premium requirements in later years. If, however, the Owner were to
apply $500 of the additional premium to a Value Option, then only $1,500 would
remain to meet Required Premiums. The Policy would remain in force for at
least 9 years but a payment of $500 may be necessary by the end of the tenth
Policy year to keep the Policy in force.

Recent Federal legislation has modified the tax treatment of certain policy
distributions such as loans, surrenders, partial surrenders, and withdrawals.
The application of this modified treatment to any Owner depends upon whether
premiums have been paid that exceed a "7-pay' premium as defined in the law.
The "7-pay' premium is greater than the Required Premium on the Policy but is
generally less than the amount an Owner may choose to pay and John Hancock
will accept. If the total premium paid exceeds the 7-pay limitation, the Owner
will be subject to the new tax rules on any distributions made from the
Policy. A material change in the Policy will result in a new "7-pay"
limitation and test period. A reduction in death benefit within the seven year
period following issuance of, or a material change in, the Policy may also
result in the application of the modified endowment treatment. See "Policy
Proceeds" under "Tax Considerations."

ACCOUNT VALUE AND SURRENDER VALUE

Amount of Account Value. The Account Value increases or decreases depending
upon a number of factors, such as the applicable subaccount's investment
experience, the proportion of the Account Value invested in each subaccount
and the interest credited to any Loan Account. In general the Account Value
for any day equals the Account Value for the previous day, decreased by
charges against the Account Value, increased or decreased by the investment
experience of the subaccounts and increased by net premiums received. No
minimum amount of Account Value is guaranteed.

A Policy loan will not affect the total amount of Account Value at the time
the loan is made but will result in a different rate of return being credited
to the Loan Account portion of the Account Value.

Amount of Surrender Value. The Surrender Value will be the Account Value
less the sum of any unpaid Issue Charge and any Contingent Deferred Sales
Charge and less any Indebtedness.

The Contingent Deferred Sales Charge is deducted from the Account Value upon
surrender of the Policy during the first eleven Policy years after issue. The
amount of this charge is set forth in a schedule under "Sales Charges". The
total charge for sales expenses, including the Contingent Deferred Sales
Charge, over the lesser of 20 years or the life expectancy of the insured,
will not exceed 9% of the payments under the Policy over that period.

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<PAGE>

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 at John Hancock's Home Office of a
signed request and the surrendered Policy.

When Part of Policy may be Surrendered. A Policy may be partially
surrendered upon submission of a written request satisfactory to John Hancock
in accordance with its rules. Currently, the Policy after partial surrender
must have a Sum Insured at least as large as the minimum amount for which John
Hancock would issue a Policy on the life of the insured. The Guaranteed Death
Benefit for the Policy will be adjusted to reflect the new Sum Insured. A pro-
rata portion of any Contingent Deferred Sales Charge will be deducted. A
possible alternative to the partial surrender of a Policy is the withdrawal of
Excess Value. See "Value Options".

DEATH BENEFITS

The death benefit payable is the greater of the Guaranteed Death Benefit,
including any Extra Death Benefit, or the Current Death Benefit.

Guaranteed Death Benefit. The Guaranteed Death Benefit at any time is the
sum of the Basic Death Benefit and any Extra Death Benefit. The Basic Death
Benefit at issue of the Policy is the same as the Sum Insured at Issue shown
in the Policy. Thereafter the Basic Death Benefit may be reduced by a partial
surrender on request of the Owner. John Hancock guarantees that, regardless of
the investment experience of the subaccounts, the death benefit will never be
less than the Guaranteed Death Benefit.

Extra Death Benefit. An Extra Death Benefit may be available from time to
time on Policy anniversaries. If the Owner exercises an Extra Death Benefit
Value Option on a Policy anniversary, the amount of Extra Death Benefit
produced under the Option becomes a Guaranteed Death Benefit. The amount of
any Extra Death Benefit depends upon the Account Value, Benchmark Value (see
"Value Options") and the sex and age of the Insured on the Policy anniversary
as of which the Option is exercised. See "Value Options". The insured's age on
a Policy anniversary is the age of the insured on his or her birthday nearest
that date.

Current Death Benefit. The Current Death Benefit on any date is the Account
Value at the end of the Valuation Period containing that date times the Death
Benefit Factor shown in the Policy. The Death Benefit Factor depends upon the
sex and the then attained age of the insured. The Death Benefit Factor
decreases from year to year as the attained age of the insured increases. For
example, the Death Benefit Factor for a male age 75 is 1.3546, for a male age
76 is 1.3325. (A complete list of Death Benefit Factors is set forth in the
Policy.) The Current Death Benefit is variable: it increases as the Account
Value increases and decreases as the Account Value decreases.

VALUE OPTIONS

As of the last Valuation Date in each Policy year, the Account Value of the
Policy will be compared against an amount (the Benchmark Value described
below) to determine if any Excess Value exists under the Policy. Any Excess
Value will be applied according to the election made in the application for
the Policy or in a written notice from the Owner after issue of the Policy.

14
<PAGE>

form of higher Guaranteed Death Benefits or lower premiums. The Benchmark
value is also not less than 110% of any Indebtedness. The Benchmark Value
generally increases as the attained age of the insured increases.

Excess Value is any amount of Account Value greater than Benchmark Value.
Excess Value may arise from two sources. The Premium Component is Excess Value
up to the amount by which the cumulative premiums paid (excluding amounts from
this component previously withdrawn or applied under certain Value Options)
exceed the cumulative sum of Required Premiums. The Premium Component may be
zero. The Experience Component is any amount of Excess Value above the Premium
Component and arises out of favorable investment experience or lower than
maximum insurance and expense charges.

If Excess Value is available on a Policy anniversary, any Premium Component
and Experience Component will be applied under Value Options elected by the
Owner. Either component may be applied to any available Value Option except
that the Premium Component must be applied to the Accumulate Option until the
second Policy anniversary. The amounts to be applied will be determined in
accordance with the Owner's election and in accordance with the then current
John Hancock rules. A change in an election will be effective as of the Policy
anniversary next following its date of receipt in writing by John Hancock at
its Home Office or, if subject to underwriting rules, its date of approval.
Any change in election does not affect amounts previously applied under any
Value Option.

The Policy includes three Value Options:

The Accumulate Option leaves any Excess Value in the Account Value and does
not affect the guarantees under the Policy. The Accumulate Option is available
on both Premium Schedules and no limit is placed on the amount that may be
applied from either the Premium Component or the Experience Component.

The Extra Death Benefit Option increases the amount of Guaranteed Death
Benefit. The Extra Death Benefit Option is available on both Premium
Schedules. No limit is placed on the amount that may be applied from the
Experience Component. The amount that may be applied from the Premium
Component is limited to an amount that depends upon the Sum Insured at Issue
and the insured's age at issue of the Policy. Amounts applied from the Premium
Component reduce the cumulative amount of premiums received under the Policy
for purposes of determining whether the Policy will continue to remain in
force. A Guaranteed Death Benefit Charge (see "Charges and Expenses") is made
against the Account Value to cover the risk assumed by John Hancock in
providing the increased Guaranteed Death Benefit. The Extra Death Benefit
Value Option may not be available if the insured is an extra mortality risk.

The increase in Guaranteed Death Benefit equals the amount applied less the
Guaranteed Death Benefit Charge times the Death Benefit Factor shown in the
Policy. An increase in the Guaranteed Death Benefit may increase the amount at
risk under the Policy which would increase the amount of the Insurance Charge.
See "Charges Deducted from Account Value". The Owner may decrease the amount
of any Extra Death Benefit on the Policy. Depending upon the amount of Account
Value under a Policy, a decrease may result in an amount of Excess Value which
may be taken by the Owner as a partial withdrawal. See "Partial Withdrawal of
Excess Value". Any decrease is effective at the end of the Valuation Period in
which John Hancock receives written notice of the request.

15
<PAGE>

the Premium Component reduce the cumulative amounts of premiums received under
the Policy for purposes of determining whether the Policy will continue to
remain in force. A Guaranteed Death Benefit Charge (see "Charges and
Expenses") is made against the Account Value to cover the risk assumed by John
Hancock that the Guaranteed Death Benefit will remain in effect
notwithstanding the lower future premiums. The reduction in Basic Premium
equals the amount applied, less the Guaranteed Death Benefit Charge, divided
by the Premium Credit Factor shown in the Policy. The Premium Credit Factor
depends upon the sex and the then attained age of the insured. The Premium
Credit Factor decreases from year to year as the attained age of the insured
increases. For example, the Premium Credit Factor for a female age 60 is
13.6798, for a female age 61 is 13.3382.

PARTIAL WITHDRAWAL OF EXCESS VALUE

Under John Hancock's current administrative rules, an Owner may withdraw
Excess Value from the Policy on or after the first Policy anniversary. This
privilege, which reduces the Account Value by the amount of the withdrawal and
the associated charge, may be exercised only once in a Policy year and will be
effective as of the end of the Valuation Period in which John Hancock receives
written notice satisfactory to it at its Home Office. The minimum amount that
may be withdrawn is $500. Unless the Current Death Benefit exceeds the
Guaranteed Death Benefit, a partial withdrawal will not affect the death
benefit payable. An amount equal to the lesser of $25 or 2% of the amount
withdrawn is charged against Account Value for each partial withdrawal.

An amount equal to the Excess Value withdrawn will be removed from each
subaccount in the same proportion as the Account Value is then allocated among
the subaccounts. A partial withdrawal is not a loan and, once made, cannot be
repaid. No Contingent Deferred Sales Charge is deducted upon a partial
withdrawal. Amounts withdrawn from the Premium Component reduce the cumulative
amount of premiums received for purposes of determining whether the premium
requirements of the Policy have been met. On a Modified Schedule, because the
Account Value is reduced by a partial withdrawal, the premium that results
from the Premium Recalculation will be higher because of the partial
withdrawal.

TRANSFERS AMONG SUBACCOUNTS

The Owner may reallocate the amounts held for the Policy in the subaccounts
up to twelve times in each Policy year with no charge. If any additional
transfers in a Policy year are permitted, John Hancock may impose a charge of
not more than $5 against Account Value for each additional transfer. The Owner
may either (1) use percentages (in whole numbers) to be transferred among
subaccounts or (2) designate the dollar amount of funds to be transferred
among subaccounts. The reallocation must be such that the total in the
subaccounts after reallocation equals 100% of Account Value. Transfers out of
a variable subaccount will be effective at the end of the Valuation Period in
which John Hancock receives at its Home Office notice satisfactory to John
Hancock.

Transfers out of the Fixed Account to the variable subaccounts are permitted
only once each Policy year and only during the 31-day period beginning on the
Policy anniversary. Transfers out of the Fixed Account may be requested from
60 days before to 30 days after the Policy anniversary. If received on or
before the Policy anniversary, requests for transfer out of the Fixed Account
will be processed on the Policy anniversary (or the next Valuation Date if the
Policy anniversary does not occur on a Valuation Date); if received after the
Policy anniversary, they will be processed at the end of the Valuation Period
in which John Hancock receives the request at its Home Office. (John Hancock
reserves the right to defer such Fixed Account transfers for six months.)
Transfers among variable subaccounts and transfers into the Fixed Account may
be requested at any time. A maximum of 20% of Fixed Account assets or, if
greater, $500 may be transferred out of the Fixed Account in any Policy year.
Currently, there is no minimum amount limit on transfers out of the Fixed
Account, but John Hancock reserves the right to impose such a limit in the
future.

16
<PAGE>

If the Owner requests a reallocation which would result in amounts being
held in more than ten subaccounts, such reallocation will not be effective and
a revised reallocation may be chosen in order that amounts will be reallocated
to no more than ten subaccounts. If an Owner requests a transfer out of the
Fixed Account 61 days or more prior to the Policy anniversary, that portion of
the reallocation will not be processed and the Owner's confirmation statement
will not reflect a transfer out of the Fixed Account as to such request.

Telephone Transfers and Policy Loans. Once a written authorization is
completed by the Owner, the Owner may request a transfer or policy loan by
telephoning 1-800-732-5543. During periods of heavy telephone usage,
implementing a telephone transfer or policy loan may be difficult. If an Owner
is unable to reach John Hancock via the above number, the Owner should send a
written request via fax to 1-800-621-0448. (Any requests via fax are
considered telephone requests and are bound by the conditions in the Owner's
signed telephone authorization form.) Any fax request should include the
Owner's name, daytime telephone number, Policy number and, in the case of
transfers, the names of the subaccounts from which and to which money will be
transferred. The right to discontinue telephone transactions at any time
without notice to Owners is specifically reserved.

An owner who authorizes telephone transactions will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which John Hancock reasonably believes to be genuine. John
Hancock employs procedures which include requiring personal identification,
tape recording calls, and providing written confirmation to the Owner. If John
Hancock does not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, it may be liable for any loss due to
unauthorized or fraudulent instruction.

LOAN PROVISIONS 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, assigning the Policy
as the only security for the loan, by completion of a form satisfactory to
John Hancock or, if the telephone transaction authorization form has been
completed, by telephone. Assuming no outstanding Indebtedness in Policy years
two and three, the Loan Value will be 75% of that portion of the Surrender
Value attributable to the variable subaccount investments, plus 100% of that
portion of the Surrender Value attributable to Fixed Account investments and,
in later Policy years, 90% of that portion of the Surrender Value attributable
to variable subaccount investments, plus 100% of that portion of the Surrender
Value attributable to Fixed Account investments. Interest charged on any loan
will accrue daily at an annual rate determined by John Hancock at the start of
each Policy Year. This interest rate will not exceed the greater of (1) the
"Published Monthly Average" (defined below) for the calendar month ending 2
months before the calendar month of the Policy anniversary or (2) 5%. The
"Published Monthly Average" means Moody's Corporate Bond Yield Average--
Monthly Average Corporates, as published by Moody's Investors Service, Inc.,
or if the average is no longer published, a substantially similar average
established by the insurance regulator where the Policy is issued.

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 $300. The Owner may repay all or a portion of any
Indebtedness while the insured is living and premiums are being duly paid.
When a loan is made, an amount equal to the loan proceeds will be transferred
out of the Account and the Fixed Account, as applicable. This amount is
allocated to the Loan Account, a portion of John Hancock's general account.
Each subaccount will be reduced in the same proportion as the Account Value is
then allocated among the subaccounts. Upon each loan repayment, the same
proportionate amount of the entire loan as was borrowed from the Fixed Account
will be repaid to the Fixed Account. The remainder of the loan repayment will
be allocated to the appropriate subaccounts as stipulated in the current
Investment Rule. For example, if the entire loan outstanding is $3000 of

17
<PAGE>

which $1000 was borrrowed from the Fixed Account, then upon a repayment of
$1500, $500 would be allocated to the Fixed Account and the remaining $1000
would be allocated to the appropriate subaccounts as stipulated in the current
Investment Rule.

Effect of Loan and Indebtedness. A loan does not directly affect the amount
of the Required Premium. While the Indebtedness is outstanding, that portion
of the Account Value that is in the Loan Account is credited interest at a
rate that is 1% less than the loan interest rate for the first 20 Policy years
and, thereafter, .5% less than the loan interest rate. This rate will usually
be different than the net return for the subaccounts. Since the Loan Account
and the remaining portion of the Account value will generally have different
rates of investment return, any Death Benefit above the Guaranteed Death
Benefit, the Account Value, and the Surrender Value are permanently affected
by an Indebtedness, whether or not repaid in whole or in part. The amount of
any Indebtedness is subtracted from the amount otherwise payable when the
Policy proceeds become payable.

Whenever the Indebtedness equals or exceeds the Surrender Value, the Policy
terminates 31 days after notice has been mailed by John Hancock 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.

DEFAULT AND OPTIONS ON LAPSE

Premium Grace Period, Default and Lapse. Any amount of premium required to
keep the Policy in force is in default if not paid on or before its scheduled
due date, but the Policy provides a 61-day grace period for the payment of
each such amount. (This grace period does not apply to the receipt of the
Minimum First Premium.) The insurance continues in full force during the grace
period but, if the insured dies during the grace period, the amount in default
is deducted from the death benefit otherwise payable.

Written notice will be furnished to the Owner at his or her last known
address, at least 31 days prior to the end of the grace period, specifying the
minimum amount which must be paid to continue the Policy in force on a premium
paying basis after the end of the grace period. If a payment at least equal to
the amount in default is not received by the end of the grace period, the
Policy will lapse. If payment by the Owner of an amount at least equal to the
amount in default is received prior to the end of the grace period, the Policy
will no longer be in default. The portion of the payment equal to the amount
in default will be processed as if it had been received the day it was due;
any excess payment will be processed as of the end of the Valuation Period in
which it is received. See "Premium Payments".

Options on Lapse. If a Policy lapses, the Surrender Value on the date of
lapse is applied 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 lapse.

Both the Variable and Fixed Paid-Up Insurance options provide an amount of
paid-up whole life insurance, determined in accordance with the Policy, which
the Surrender Value will purchase. The amount of Variable Paid-Up Insurance
($5000 minimum) may then increase or decrease, subject to any guarantee, in
accordance with the investment experience of the subaccounts. 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.

18
<PAGE>

Extended Term Insurance or unless the insured is a substandard risk, in either
of which cases Fixed Paid-Up Insurance is provided.

EXCHANGE PRIVILEGE

The Owner may transfer the entire Account Value under the Policy to the
Fixed Account at any time, creating a non-variable policy. The exchange will
be effective at the end of the Valuation Period in which John Hancock receives
at its Home Office notice of the transfer satisfactory to John Hancock.

The foregoing description of Policy provisions is qualified by reference to
the specimen Policy which has been filed as an exhibit to the Registration
Statement.

CHARGES AND EXPENSES

CHARGES DEDUCTED FROM PREMIUMS

In addition to part of the sales charge (see "Sales Charges" below), the
following charges are deducted from premiums:

Premium Processing Charge. A charge, not to exceed $2, will be deducted from
each premium payment for collection and processing costs. Policyholders who
pay premiums annually will incur lower aggregate processing charges than those
who pay premiums more frequently. The processing charge is currently $2 but
may be different for payments made under special billing arrangements
acceptable to John Hancock.

State Premium Tax Charge. A charge equal to 2 1/2% of each premium payment,
after the deduction of the Premium Processing Charge, will be deducted from
each premium payment except in any state where a lower charge is required.
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.

SALES CHARGES

Charges are made to compensate John Hancock for the cost of selling the
Policy. This cost includes agents' commissions, advertising, and the printing
of the prospectuses and sales literature. The amount of the charge in any
Policy year cannot be specifically related to sales expenses for that year.
John Hancock expects to recover its total sales expenses over the period the
Policies are in effect. To the extent that sales load charges are insufficient
to cover total sales expenses, the sales expenses may be recovered from other
sources, including gains from the charge for mortality and expense risks and
other gains with respect to the Policies, or from John Hancock's general
assets. See "Distribution of Policies."

Part of the sales charge is deducted from each premium payment received.
This amount is 5% of the premium, after deduction of the Premium Processing
Charge. John Hancock will waive the portion of the sales charge otherwise to
be deducted from each premium paid on a Policy with a current Sum Insured of
$250,000 or higher. The continuation of this waiver is not contractually
guaranteed and the waiver may be withdrawn or modified by John Hancock at some
future date.

The remainder of the sales charge will be deducted only if the Policy is
surrendered or stays in default past its grace period. This second part is the
Contingent Deferred Sales Charge. The Contingent Deferred Sales Charge,
however, will not be deducted for a Policy that lapses or is surrendered on or
after the Policy's eleventh anniversary, and it will be reduced for a Policy
that lapses or is surrendered between the end of the seventh Policy year and
the end of the eleventh Policy year.

19
<PAGE>

The Contingent Deferred Sales Charge is a percentage of the lesser of (a)
the total amount of premiums paid before the date of surrender or lapse and
(b) the sum of the Modified Premiums or portions thereof due on or before the
date of surrender or lapse.

<TABLE>
<CAPTION>
Maximum Contingent Deferred Sales
Charge as a Percentage of Modified
Premiums Due Through Effective
For Surrenders or Lapses Effective During: Date of Surrender or Lapse*
------------------------------------------ ----------------------------------
<S> <C>
Policy Years 1-6......................... 15.00%
Policy Year 7............................ 14.17%
Policy Year 8............................ 10.86%
Policy Year 9............................ 7.13%
Policy Year 10........................... 4.22%
Policy Year 11........................... 1.90%
Policy Year 12 and later................. 0%
</TABLE>
- --------
* A slightly lower percentage than that shown applies in the last Valuation
Period of Policy years 6 through 11.

The amount of the Contingent Deferred Sales Charge is calculated on the
basis of the premium under the Modified Schedule for the age of the insured at
the time of issue of the Policy, regardless of whether the Policy uses the
Level Schedule or the Modified Schedule. At issue ages above 70, however,
where only the Level Schedule is available, the Contingent Deferred Sales
Charge depends on the premium under that schedule. Also, lower percentages
apply at higher issue ages.

The absence of any need to pay a Required Premium because of the adequacy of
the Account Value on a Policy anniversary does not impact the amount of
Modified Premiums deemed to have been due to date for purposes of the
Contingent Deferred Sales Charge. For example, if the size of the Account
Value is sufficiently large that the Required Premium for the fifth Policy
year otherwise payable need not be paid and the Owner surrenders the Policy at
the end of the Policy year, the Contingent Deferred Sales Charge would be
based on the sum of five Modified Premiums on the Policy (or, if less, the
total amount of premiums actually paid during all five Policy years.)
Similarly, if a premium recalculation is required or effected (i.e., from
Modified to Level Schedule) or a premium reduction is implemented, the amount
of premiums due to the date of any subsequent surrender or lapse for purposes
of calculating the Contingent Deferred Sales Charge will continue to be based
on the premium schedule in effect prior to such recalculation or reduction.

The Contingent Deferred Sales Charge reaches its maximum at the end of the
sixth Policy year and equals this amount for the entire seventh Policy year.
The Contingent Deferred Sales Charge is reduced in each Policy year after the
seventh. At issue ages higher than age 57, the maximum is reached at an
earlier Policy year, e.g., the end of the fifth Policy year at issue age 70,
and may be reduced to zero over a shorter number of years.

REDUCED CHARGES FOR ELIGIBLE GROUPS

20
<PAGE>

organizational framework; the method by which sales will be made to the
members of the class; the facility with which premiums will be collected from
the associated individuals and the association's capabilities with respect to
administrative tasks; the anticipated persistency of the policies, the size of
the class of associated individuals and the number of years it has been in
existence; and any other such circumstances which justify a reduction in sales
or administrative expenses. Any reduction will be reasonable and will apply
uniformly to all prospective Policy purchasers in the class and will not be
unfairly discriminatory to the interests of any Policyowner.

CHARGES DEDUCTED FROM ACCOUNT VALUE

In addition to the possible transfer charge discussed above under "Transfers
Among Subaccounts", the following charges are deducted from Account Value:

Issue Charge. John Hancock will deduct from Account Value a charge ($240 per
Policy and 48c per $1,000 of the Sum Insured at Issue) to compensate John
Hancock for expenses incurred in connection with the issuance of the Policy,
other than sales expenses. Such expenses include medical examinations,
insurance underwriting costs, and costs incurred in processing applications
and establishing permanent Policy records. For a Policy with a $50,000 Sum
Insured at Issue, the total Issue Charge would be $264.

This charge is fully assessed upon the issuance of the Policy, but will be
deducted from the Account Value in 48 equal monthly installments. On the Date
of Issue and on the first day of each subsequent Policy month, John Hancock
will deduct $5 per Policy and 1c per $1,000 of the Sum Insured at Issue. For
each month that John Hancock is unable to deduct the charge because there is
insufficient Account Value, the period over which John Hancock will make this
deduction will be extended by one month.

If a Policy lapses or is surrendered before the Issue Charge has been fully
recovered, the unpaid balance is part of the Surrender Charge. If a Policy
terminates by reason of the death of the insured, the unpaid balance will not
reduce the death benefit. The unpaid Issue Charge also reduces the amount that
may be borrowed through a Policy loan.

Maintenance Charge. John Hancock will deduct from the Account Value a charge
equal to $4 per Policy and 2c per $1,000 of the current Sum Insured. For a
Policy with a Sum Insured at Issue of $50,000 the maintenance charge deducted
during a Policy year would be $60.

This charge is to compensate John Hancock for administrative expenses,
including recordkeeping, processing death claims and surrenders, making Policy
changes, reporting and other communications to Owners and other similar
expense and overhead costs.

The maximum maintenance charge currently is $6.75 no matter how large a
Policy's current Sum Insured. Based on the current monthly charge, this
maximum will benefit all Policies which will have a current Sum Insured above
$137,500. Policies with a Sum Insured below this amount are not affected by
the maximum. This current maximum is not contractually guaranteed and may be
withdrawn or modified by John Hancock at some future date.

Insurance Charge. The insurance charge deducted monthly from Account Value
is based on the attained age of the insured and the amount at risk. The amount
at risk is the difference between the death benefit and the Account Value. The
amount of the insurance charge is determined by multiplying John Hancock's
then current monthly rate for insurance by the amount at risk.

21
<PAGE>

Current monthly rates for insurance are based on the sex, age, and
underwriting class of the insured. John Hancock may change these rates from
time to time, but they will never be more than the guaranteed maximum rates
based on the 1980 Commissioners' Standard Ordinary Mortality Tables set forth
in the Policy.

Lower current insurance rates are offered at most ages for insureds who
qualify as non-smokers. To qualify, an insured must meet additional
requirements that relate to smoking habits and be age 20 or over. Insureds who
are under 20 years of age may ask us to review their current smoking habits
after they reach their 20th birthday.

John Hancock will also charge lower current insurance rates under a Policy
with a current Sum Insured of $250,000 or higher if the insured is over age 32
in the standard underwriting class or the insured is over age 34 in the
preferred underwriting class. These lower current insurance rates are not
contractually guaranteed and may be withdrawn or modified by John Hancock at
some future date.

Guaranteed Death Benefit Charges. John Hancock deducts a charge from that
portion of the Account Value attributable to the variable subaccounts for the
minimum death benefit that has been guaranteed. John Hancock guarantees that
the death benefit will never be less than the Sum Insured. In return for
making this guarantee, John Hancock currently makes a monthly charge of 1c per
$1000 of the current Sum Insured. This charge may be increased by John Hancock
but will never exceed 3c per $1000 of the current Sum Insured.

When an Extra Death Benefit Value Option is exercised, John Hancock
guarantees a higher Guaranteed Death Benefit. When a Basic Premium Reduction
Value Option is exercised, John Hancock provides the same Guaranteed Death
Benefit with less premiums. In either event, John Hancock makes a one-time
deduction from the amount applied as compensation for making the additional
guarantee. The current charge is 1 1/2% of the amount applied. This charge may
be increased by John Hancock but it will never exceed 3% of the amount
applied.

When a Premium Recalculation is effected on Policy on a Modified Schedule,
and the new Basic Premium is less than the Basic Premium on the Level Schedule
for the insured's age at issue of the Policy, a one-time deduction is made
from the amount applied as compensation for the additional guarantee. The
current charge is 1 1/2% of the amount applied to reduce the new Basic Premium
to an amount below the Basic Premium on the Level Schedule for the insured's
age at issue. This charge may be increased by John Hancock but it will never
exceed 3% of the amount applied.

Charge for Mortality and Expense Risks. A daily charge is made for mortality
and expense risks assumed by John Hancock at an effective annual rate of .60%
of the value of the Account's assets attributable to the Policies. This charge
begins when amounts under a Policy are first allocated to the Account. 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. John Hancock will realize a gain
from this charge to the extent it is not needed to provide for benefits and
expenses under the Policies.

Charges for Extra Mortality Risks. An insured who does not qualify for
either the preferred or standard underwriting class must pay an additional
Required Premium because of the extra mortality risk. This additional premium
is collected in two ways: up to 7 1/2% of the additional premiums deducted
from premiums when paid and 92 1/2% of the additional premium is deducted
monthly from Account Value in equal installments.

An insured who is charged an additional Required Premium because of the
extra mortality risk may not be eligible to exercise the Extra Death Benefit
Value Option.

22
<PAGE>

Charges for Additional Insurance Benefits. An additional Required Premium
must be paid if the Owner elects to purchase an additional insurance benefit.
This additional premium is collected in two ways: up to 7 1/2% of the
additional premium is deducted from premiums when paid and 92 1/2% of the
additional premium is deducted monthly from Account Value in equal
installments.

Charges for Taxes. Currently no charge is made against Account Value for
John Hancock's Federal income taxes but if John Hancock incurs, or expects to
incur, income taxes attributable to the Account or this class of Policies in
future years, it reserves the right to make a charge and any charge would
effect what the subaccounts earn. Charges for other taxes, if any,
attributable to the subaccounts may also be made.

Charge for Partial Withdrawal. On or after the fifth Policy anniversary, the
Owner may withdraw all or part of any Excess Value in the Policy. The amount
to be withdrawn must be at least $500. An administrative charge equal to the
lesser of $25 or 2% of the amount withdrawn will be deducted from the Account
Value on the date of withdrawal.

Guarantee of Premiums and Certain Charges. The Policy's Basic Premium is
guaranteed not to increase, except that a larger Basic Premium may result from
the Premium Recalculation for a Modified Schedule Policy. The state premium
tax charge, sales charges, mortality and expense risk charge, the charge for
partial withdrawals and the Issue Charge are guaranteed not to increase over
the life of the Policy. Any charge for transfers among subaccounts, the
Premium Processing Charge, the maintenance charge, the Guaranteed Death
Benefit Charges and the insurance charge are guaranteed not to exceed the
maximums set forth in the Policy.

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 which is described briefly in the
Summary of this prospectus and of certain non-advisory operating expenses. For
a full description of these deductions, see the attached prospectus for the
Fund.

DISTRIBUTION OF POLICIES

Applications are solicited by agents who are registered representatives of
John Hancock and licensed by state insurance authorities to sell John
Hancock's Policies. John Hancock performs suitability and insurance
underwriting, determines whether to accept or reject the application for the
Policy and the insured's risk classification and acts as the principal
underwriter of the Policies. John Hancock 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 are covered by
a blanket bond issued by a commercial carrier in the amount of $25 million.

Agents are compensated for sales of the Policies on a commission and service
fee basis by John Hancock, 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 an agent for selling a Policy is 50% of
the premium that would be payable under a Modified Schedule in the first
Policy year, 10% of such premiums payable in the second, third and fourth
Policy years, and 3% of any other premiums received by John Hancock.

23
<PAGE>

Agents with less than four years of service with John Hancock and agents
compensated on salary plus bonus or level commission programs may be paid on a
different basis. Agents who meet certain productivity and persistency
standards with respect to the sale of policies issued by John Hancock and its
affiliates will be eligible for additional compensation.

John Hancock is registered with the Commission under the Securities Exchange
Act of 1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. John Hancock is not a member of the Securities
Investor Protection Corporation because it is exempt from membership in that
organization. The Policies may be sold through other registered broker-dealers
whose representatives are authorized by applicable law to sell variable life
insurance policies. The commissions which will be paid out by such broker-
dealers to their registered representatives will be in accordance with their
established rules. 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.

John Hancock serves as principal underwriter for other separate accounts
registered under the 1940 Act: John Hancock Variable Annuity Accounts U, I and
V and John Hancock Variable Life Accounts U, V and S. John Hancock is also the
principal investment manager and principal underwriter for the Fund.

TAX CONSIDERATIONS

POLICY PROCEEDS

Although the Policy contains provisions not found in fixed benefit life
insurance policies, John Hancock 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. John Hancock will monitor compliance with
these standards.

John Hancock 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 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.

John Hancock also believes that, except as noted below, 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.

Distributions under Policies entered into after June 20, 1988, on which
premiums greater than the "7-pay' limit have been paid will be subject to
taxation based on recent Federal tax legislation. The Owner of such a Policy
will be taxed on distributions such as loans, surrenders, partial surrenders
and withdrawals to the extent of any income (gain) to the Owner (income-first
basis). Additionally, a 10% penalty tax may be imposed on income distributed
before the Owner attains age 59 1/2. Policies entered into prior to June 21,
1988, may also be subject to a tax on distributions if there is a material
change in the benefits or other terms of the Policy. All modified endowment
contracts issued by the same insurer (or affiliates) to the Owner during any
calendar year generally will be treated as one contract for the purpose of
applying these rules. Your tax advisor should be consulted if you have
questions regarding the possible impact of the recent tax law on your Policy.

24
<PAGE>

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 advisor.

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 JOHN HANCOCK'S TAXES

Currently John Hancock makes no charge against the Account for Federal
income taxes that may be attributable to this class of Policies. If John
Hancock 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, John Hancock 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.

25
<PAGE>

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF John Hancock

The Directors and Executive Officers of John Hancock and their principal
occupations during the past five years are as follows:

<TABLE>
<CAPTION>
Directors Principal Occupations
--------- ---------------------
<S> <C>
Samuel W. Bodman Chairman of the Board and Chief Execu-
tive Officer, Cabot Corporation (chemi-
cals)
Nelson S. Gifford Director, formerly Chairman of the
Board, Dennison Manufacturing Company,
Inc. (paper products).
William L. Boyan President and Chief Operating Officer,
John Hancock
Kathleen F. Feldstein President, Economics Studies Inc. (con-
sultant).
Lawrence K. Fish Chairman and Chief Executive Officer,
Citizens Financial Group (Banking).
E. James Morton Director, formerly Chairman of the
Board, John Hancock
John F. Magee Chairman of the Board, Arthur D. Little,
Inc. (management consultant).
John M. Connors, Jr. President and Chief Executive Officer,
Hill, Holliday, Connors, Cosmopoulos,
Inc. (advertising).
Stephen L. Brown Chairman of the Board and Chief Execu-
tive Officer, John Hancock
Thomas L. Phillips Director, formerly Chairman of the
Board, Raytheon Company (electronics).
I. MacAllister Booth Chairman of the Board and Chief
Executive Officer, Polaroid Corporation
(photographic products)
C. Vincent Vappi Retired, formerly Chairman of the Board,
Vappi & Company, Inc. (construction).
Randolph W. Bromery Interim President, Springfield College.
Delbert C. Staley Retired; formerly Chairman of the Board,
NYNEX Corporation (telephone utility).
David F. D'Alessandro Senior Executive Vice President, John
Hancock
Joan T. Bok Chairman of the Board, New England Elec-
tric System (electric utility).
Robert E. Fast Partner, Hale and Dorr (law firm).
Foster L. Aborn Vice Chairman of the Board, John Hancock
Richard F. Syron Chairman of the Board and Chief Execu-
tive Officer, American Stock Exchange.
Michael C. Hawley President and Chief Operating Officer,
The Gillette Company (razors).
<CAPTION>
Executive Officers
------------------
<S> <C>
Diane M. Capstaff Executive Vice President
Thomas E. Moloney Executive Vice President
Richard S. Scipione General Counsel
Bruce E. Skrine Vice President and Secretary
</TABLE>

26
<PAGE>

The business address of all Directors and officers of John Hancock is John
Hancock Place, Boston, Massachusetts 02117.

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
amount of the Current and Guaranteed Death Benefits, the Account Value, the
portion of the Account Value in each subaccount, the Surrender Value, premiums
received and charges deducted from premium since the last report, and any
outstanding indebtedness (and interest charged for the preceding Policy year)
as of the last day of such year. Moreover, confirmations will be furnished to
Owners of transfers among subaccounts, Policy loans, partial withdrawals of
Excess Value and certain other Policy transactions. Premium payments not in
response to a billing notice are "unscheduled" and will be separately
confirmed. Therefore, an Owner who makes a premium payment that differs by
more than $25 from that billed will receive a separate confirmation of that
premium payment.

Owners will be sent semiannually a report containing the financial
statements of the Fund, including a list of securities held in each Portfolio.

VOTING PRIVILEGES

All of the assets in the variable subaccounts of the Account are invested in
shares of the corresponding Portfolios of the Fund. John Hancock will vote the
shares of each of the Portfolios of the Fund which are deemed attributable to
the Policies at regular and special meetings of the Fund's shareholders in
accordance with instructions received from owners of all policies funded
through the Account's corresponding variable subaccount. Shares of the Fund
held in the Account which are not attributable to the Policies and shares for
which instructions from owners are not received will be voted by John Hancock
for and against each matter in the same proportions as the votes based upon
the instructions received from the owners of all policies funded through the
Account's corresponding variable subaccount.

The number of Fund shares held in each variable subaccount deemed
attributable to each Owner is determined by dividing the amount of a Policy's
Account Value held in the variable subaccount by the net asset value of one
share in the corresponding Fund Portfolio in which the assets of that variable
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 John Hancock in order that voting instructions may be
given.

John Hancock 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. John Hancock 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
John Hancock (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

27
<PAGE>

authorities or that the change would be inconsistent with a variable
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 John Hancock or
of an affiliated life insurance company, which separate accounts have
investment objectives similar to those of the variable subaccount. In the
event John Hancock 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
John Hancock'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, John Hancock reserves the right to proceed in accordance with any
such revised requirements. John Hancock also reserves the right, subject to
compliance with applicable law, including approval of Owners if so required,
(1) to transfer assets determined by John Hancock to be associated with the
class of policies to which the Policies belong from the Account to another
separate account or variable 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 John Hancock or an affiliate and (3) to
deregister the Account under the 1940 Act. John Hancock 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.

STATE REGULATION

John Hancock 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.

John Hancock 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 Francis C. Cleary, Jr., Counsel for John Hancock.
Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised John
Hancock 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 Securities and Exchange Commission upon payment of the
prescribed fee.

28
<PAGE>

EXPERTS

The financial statements of John Hancock and 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 John Hancock.

FINANCIAL STATEMENTS

The financial statements of John Hancock included herein should be
distinguished from the financial statements of the Account and should be
considered only as bearing upon the ability of John Hancock to meet its
obligations under the Policies.

29
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1995

<TABLE>
<CAPTION>
Short-Term
Select Money Real Special U.S.
Stock Bond International Market Estate Equity Opportunities Stock Government
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
----------- ----------- ------------- ----------- ------------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investment in
shares of
portfolios of
John Hancock
Variable Series
Trust I, at
value........... $ 9,312,773 $46,330,265 $2,926,534 $18,732,426 $2,450,601 $952,172 $111,633,780 $79,674
Policy loans and
accrued interest
receivable...... 1,036,670 8,821,458 156,200 2,264,893 156,219 -- 19,832,901 --
Receivable from
John Hancock
Variable Series
Trust I......... 2,251 28,577 8,433 10,350 7,860 7,240 55,463 6
----------- ----------- ---------- ----------- ---------- -------- ------------ -------
Total assets.... 10,351,694 55,180,300 3,091,167 21,007,669 2,614,680 959,412 131,522,144 79,680
LIABILITIES
Payable to John
Hancock Variable
Series Trust I.. 1,763 26,061 8,290 9,344 7,738 7,194 49,440 2
Payable to John
Hancock Mutual
Life Insurance
Company.........
Asset charges
payable ........ 488 2,516 143 1,006 122 46 6,023 4
----------- ----------- ---------- ----------- ---------- -------- ------------ -------
Total
liabilities..... 2,251 28,577 8,433 10,350 7,860 7,240 55,463 6
----------- ----------- ---------- ----------- ---------- -------- ------------ -------
Net assets....... $10,349,443 $55,151,723 $3,082,734 $20,997,319 $2,606,820 $952,172 $131,466,681 $79,674
=========== =========== ========== =========== ========== ======== ============ =======
<CAPTION>
Managed
Subaccount
-----------
<S> <C>
ASSETS
Investment in
shares of
portfolios of
John Hancock
Variable Series
Trust I, at
value........... $62,301,402
Policy loans and
accrued interest
receivable...... 8,932,761
Receivable from
John Hancock
Variable Series
Trust I......... 54,142
-----------
Total assets.... 71,288,305
LIABILITIES
Payable to John
Hancock Variable
Series Trust I.. 50,846
Payable to John
Hancock Mutual
Life Insurance
Company.........
Asset charges
payable ........ 3,296
-----------
Total
liabilities..... 54,142
-----------
Net assets....... $71,234,163
===========
</TABLE>

See accompanying notes.

30
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Select Stock Bond
Subaccount Subaccount
----------------------------------------- -------------------------------------------
For the Period For the Period
from from
October 4, October 4,
1993 1993
(commencement (commencement
Year ended Year ended of operations) to Year ended Year ended of operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
----------- ----------- ----------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Investment in-
come:
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $ 754,115 $ 288,656 $ 200,562 $3,504,747 $ 2,780,967 $ 686,594
Interest income
on policy loans. 67,279 54,175 28,819 641,677 622,042 429,402
---------- --------- --------- ---------- ----------- ----------
Total income.... 821,394 342,831 229,381 4,146,424 3,403,009 1,115,996
Expenses:
Mortality and
expense risks
and other
charges......... 48,056 31,565 6,281 286,349 257,251 61,758
---------- --------- --------- ---------- ----------- ----------
Net investment
income.......... 773,338 311,266 223,100 3,860,075 3,145,758 1,054,238
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... 23,090 (35,449) (45) (127,733) (215,268) (7,963)
Net unrealized
appreciation
(depreciation)
during the year. 1,225,784 (298,196) (152,267) 4,205,161 (3,583,940) (865,311)
---------- --------- --------- ---------- ----------- ----------
Net realized and
unrealized gain
(loss) on
investments..... 1,248,874 (333,645) (152,312) 4,077,428 (3,799,208) (873,274)
---------- --------- --------- ---------- ----------- ----------
Net increase
(decrease) in net
assets resulting
from operations.. $2,022,212 $ (22,379) $ 70,788 $7,937,503 $ (653,450) $ 180,964
========== ========= ========= ========== =========== ==========
<CAPTION>
International Money Market
Subaccount Subaccount
----------------------------------------- -----------------------------------------
For the Period For the Period
from from
October 4, October 4,
1993 1993
(commencement (commencement
Year ended Year ended of operations) to Year ended Year ended of operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
----------- ----------- ----------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Investment in-
come:
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $ 29,692 $ 32,660 $19,111 $810,091 $284,469 $ 53,402
Interest income
on policy loans. 9,853 7,477 2,557 155,058 148,601 107,771
----------- ----------- ----------------- ----------- ----------- -----------------
Total income.... 39,545 40,137 21,668 965,149 433,070 161,173
Expenses:
Mortality and
expense risks
and other
charges......... 15,495 9,653 1,034 96,074 52,620 12,668
----------- ----------- ----------------- ----------- ----------- -----------------
Net investment
income.......... 24,050 30,484 20,634 869,075 380,450 148,505
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... 14,367 11,225 2,973 -- -- --
Net unrealized
appreciation
(depreciation)
during the year. 164,490 (159,108) 62,914 -- -- --
----------- ----------- ----------------- ----------- ----------- -----------------
Net realized and
unrealized gain
(loss) on
investments..... 178,857 (147,883) 65,887 -- -- --
----------- ----------- ----------------- ----------- ----------- -----------------
Net increase
(decrease) in net
assets resulting
from operations.. $202,907 $(117,399) $86,521 $869,075 $380,450 $148,505
=========== =========== ================= =========== =========== =================
</TABLE>

See accompanying notes.

31
<PAGE>

<TABLE>
<CAPTION>
Special
Real Estate Equity Opportunities
Subaccount Subaccount
----------------------------------------- -----------------------------
For the Period
from For the Period
October 4, from
1993 May 6, 1994
(commencement (commencement
Year ended Year ended of operations) to Year ended of operations) to
December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994
----------- ----------- ----------------- ----------- -----------------
Investment in-
come:
<S> <C> <C> <C> <C> <C>
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $153,495 $ 99,568 $ 15,939 $ 22,718 $ 746
Interest income
on policy loans. 12,322 10,386 4,645 -- --
-------- -------- --------- -------- -------
Total income.... 165,817 109,954 20,584 22,718 746
Expenses:
Mortality and
expense risks
and other
charges......... 13,502 9,807 1,662 3,017 289
-------- -------- --------- -------- -------
Net investment
income.......... 152,315 100,147 18,922 19,701 457
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... (39,490) (17,561) (3,306) 9,743 77
Net unrealized
appreciation
(depreciation)
during the year. 155,992 (47,683) (63,670) 126,004 (1,412)
-------- -------- --------- -------- -------
Net realized and
unrealized gain
(loss) on
investments..... 116,502 (65,244) (66,976) 135,747 (1,335)
-------- -------- --------- -------- -------
Net increase
(decrease) in
net assets
resulting from
operations...... $268,817 $ 34,903 $(48,054) $155,448 $ (878)
======== ======== ========= ======== =======
<CAPTION>
Short-Term
U.S.
Government
Stock Subaccount Subaccount Managed Subaccount
------------------------------------------ ----------------------------- ----------------------------------------
For the Period
For the Period from
from For the Period October 4,
October 4, from 1993
1993 May 1, 1994 (commencement
(commencement (commencement of operations)
Year ended Year ended of operations) to Year ended of operations) to Year ended Year ended to
December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1995 1994 1993
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ --------------
Investment in-
come:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $10,687,455 $ 5,320,942 $ 5,347,556 $2,749 $ 239 $ 5,946,035 $ 2,136,167 $ 2,133,124
Interest income
on policy loans. 1,397,618 1,289,505 844,843 -- -- 626,984 554,232 372,441
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ --------------
Total income.... 12,085,073 6,610,447 6,192,399 2,749 239 6,573,019 2,690,399 2,505,565
Expenses:
Mortality and
expense risks
and other
charges......... 646,807 529,971 121,956 295 22 356,869 299,763 69,919
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ --------------
Net investment
income.......... 11,438,266 6,080,476 6,070,443 2,454 217 6,216,150 2,390,636 2,435,646
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... 85,385 (249,230) 7,903 477 (6) (6,127) (182,296) (2,062)
Net unrealized
appreciation
(depreciation)
during the year. 17,351,805 (5,560,223) (3,787,331) 1,735 (282) 7,134,666 (2,984,103) (1,721,053)
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ --------------
Net realized and
unrealized gain
(loss) on
investments..... 17,437,190 (5,809,453) (3,779,428) 2,212 (288) 7,128,539 (3,166,399) (1,723,115)
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ --------------
Net increase
(decrease) in
net assets
resulting from
operations...... $28,875,456 $ 271,023 $ 2,291,015 $4,666 $ (71) $13,344,689 $ (775,763) $ 712,531
=========== ============ ================= =========== ================= ============ ============ ==============
</TABLE>

See accompanying notes.

32
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Select Stock Bond
Subaccount Subaccount
------------------------------------------ ----------------------------------------
For the Period
For the Period from
from October 4,
October 4, 1993
1993 (commencement
(commencement of
Year ended Year ended ofoperations) to Year ended Year ended operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
----------- ----------- ---------------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 773,338 $ 311,266 $ 223,100 $ 3,860,075 $ 3,145,758 $ 1,054,238
Net realized
gains (losses).. 23,090 (35,449) (45) (127,733) (215,268) (7,963)
Net unrealized
appreciation
(depreciation)
during the year. 1,225,784 (298,196) (152,267) 4,205,161 (3,583,940) (865,311)
----------- ---------- ---------- ----------- ----------- -----------
Net increase
(decrease) in
net assets
resulting from
operations...... 2,022,212 (22,379) 70,788 7,937,503 (653,450) 180,964
From policyholder
transactions:
Net contributions
from
policyholders... 3,921,962 3,110,357 774,582 8,741,178 9,292,171 2,130,456
Net benefits to
policyholders... (2,170,453) (1,704,646) 3,341,695 (8,117,059) (8,795,613) 35,919,978
Net increase in
policy loans.... 181,384 187,506 636,435 344,088 454,821 7,716,686
----------- ---------- ---------- ----------- ----------- -----------
Net increase in
net assets from
policyholder
transactions.... 1,932,893 1,593,217 4,752,712 968,207 951,379 45,767,120
----------- ---------- ---------- ----------- ----------- -----------
Net increase in
net assets..... 3,955,105 1,570,838 4,823,500 8,905,710 297,929 45,948,084
Net assets:
Beginning of
year............ 6,394,338 4,823,500 -- 46,246,013 45,948,084 --
----------- ---------- ---------- ----------- ----------- -----------
End of year...... $10,349,443 $6,394,338 $4,823,500 $55,151,723 $46,246,013 $45,948,084
=========== ========== ========== =========== =========== ===========
<CAPTION>
International Money Market
Subaccount Subaccount
---------------------------------------- ----------------------------------------
For the Period For the Period
from from
October 4, October 4,
1993 1993
(commencement (commencement
of of
Year ended Year ended operations) to Year ended Year ended operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
------------ ------------ -------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 24,050 $ 30,484 $ 20,634 $ 869,075 $ 380,450 $ 148,505
Net realized
gains (losses).. 14,367 11,225 2,973 -- -- --
Net unrealized
appreciation
(depreciation)
during the year. 164,490 (159,108) 62,914 -- -- --
------------ ------------ -------------- ------------ ------------ --------------
Net increase
(decrease) in
net assets
resulting from
operations...... 202,907 (117,399) 86,521 869,075 380,450 148,505
From policyholder
transactions:
Net contributions
from
policyholders... 1,439,112 1,997,179 467,433 13,611,860 2,450,447 380,938
Net benefits to
policyholders... (927,937) (636,005) 418,803 (2,969,848) (2,597,488) 6,535,046
Net increase in
policy loans.... 27,649 54,609 69,862 149,842 25,104 2,013,388
------------ ------------ -------------- ------------ ------------ --------------
Net increase in
net assets from
policyholder
transactions.... 538,824 1,415,783 956,098 10,791,854 (121,937) 8,929,372
------------ ------------ -------------- ------------ ------------ --------------
Net increase in
net assets..... 741,731 1,298,384 1,042,619 11,660,929 258,513 9,077,877
Net assets:
Beginning of
year............ 2,341,003 1,042,619 -- 9,336,390 9,077,877 --
------------ ------------ -------------- ------------ ------------ --------------
End of year...... $3,082,734 $2,341,003 $1,042,619 $20,997,319 $9,336,390 $9,077,877
============ ============ ============== ============ ============ ==============
</TABLE>

See accompanying notes.

33
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS--CONTINUED

<TABLE>
<CAPTION>
Special
Real Estate Equity Opportunities
Subaccount Subaccount
---------------------------------------- -----------------------------
For the Period
from
October 4, For the Period
1993 from
(commencement May 6, 1994
of (commencement
Year ended Year ended operations) to Year ended of operations) to
December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994
----------- ----------- -------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 152,315 $ 100,147 $ 18,922 $ 19,701 $ 457
Net realized
gains (losses).. (39,490) (17,561) (3,306) 9,743 77
Net unrealized
appreciation
(depreciation)
during the year. 155,992 (47,683) (63,670) 126,004 (1,412)
---------- ---------- ---------- -------- --------
Net increase
(decrease) in
net assets
resulting from
operations...... 268,817 34,903 (48,054) 155,448 (878)
From policyholder
transactions:
Net contributions
from
policyholders... 1,086,721 1,225,072 372,968 774,566 201,268
Net benefits to
policyholders... (814,812) (573,521) 904,219 (164,561) (13,671)
Net increase in
policy loans.... (13,207) 57,955 105,759 0 --
---------- ---------- ---------- -------- --------
Net increase in
net assets from
policyholder
transactions.... 258,702 709,506 1,382,946 610,005 187,597
---------- ---------- ---------- -------- --------
Net increase in
net assets..... 527,519 744,409 1,334,892 765,453 186,719
Net assets:
Beginning of
period.......... 2,079,301 1,334,892 -- 186,719 --
---------- ---------- ---------- -------- --------
End of period.... $2,606,820 $2,079,301 $1,334,892 $952,172 $186,719
========== ========== ========== ======== ========
<CAPTION>
Short-Term
U.S.
Government
Stock Subaccount Subaccount Managed Subaccount
----------------------------------------- ----------------------------- ----------------------------------------
For the Period For the Period
from from
October 4, For the Period October 4,
1993 from 1993
(commencement May 1, 1994 (commencement
of (commencement of
Year ended Year ended operations) to Year ended of operations) to Year ended Year ended operations) to
December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1995 1994 1993
------------- ------------ -------------- ----------- ----------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 11,438,266 $ 6,080,476 $ 6,070,443 $ 2,454 $ 217 $ 6,216,150 $ 2,390,636 $ 2,435,646
Net realized
gains (losses).. 85,385 (249,230) 7,903 477 (6) (6,127) (182,296) (2,062)
Net unrealized
appreciation
(depreciation)
during the year. 17,351,805 (5,560,223) (3,787,331) 1,735 (282) 7,134,666 (2,984,103) (1,721,053)
------------- ------------ -------------- ----------- ----------------- ------------ ------------ --------------
Net increase
(decrease) in
net assets
resulting from
operations...... 28,875,456 271,023 2,291,015 4,666 (71) 13,344,689 (775,763) 712,531
From policyholder
transactions:
Net contributions
from
policyholders... 20,933,714 20,019,801 3,883,758 68,539 21,611 13,141,463 13,309,384 3,377,066
Net benefits to
policyholders... (16,972,544) (16,374,221) 69,401,930 (14,808) (263) (11,680,334) (10,118,793) 41,295,282
Net increase in
policy loans.... 1,898,826 1,394,155 15,843,768 0 -- 1,120,431 723,705 6,784,502
------------- ------------ -------------- ----------- ----------------- ------------ ------------ --------------
Net increase in
net assets from
policyholder
transactions.... 5,859,996 5,039,735 89,129,456 53,731 21,348 2,581,560 3,914,296 51,456,850
------------- ------------ -------------- ----------- ----------------- ------------ ------------ --------------
Net increase in
net assets..... 34,735,452 5,310,758 91,420,471 58,397 21,277 15,926,249 3,138,533 52,169,381
Net assets:
Beginning of
period.......... 96,731,229 91,420,471 -- 21,277 -- 55,307,914 52,169,381 --
------------- ------------ -------------- ----------- ----------------- ------------ ------------ --------------
End of period.... $131,466,681 $96,731,229 $91,420,471 $79,674 $21,277 $71,234,163 $55,307,914 $52,169,381
============= ============ ============== =========== ================= ============ ============ ==============
</TABLE>

See accompanying notes.

34
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

NOTE 1. ORGANIZATION

John Hancock Mutual Variable Life Insurance Account UV (the Account) is a
separate investment account of John Hancock Mutual Life Insurance Company
(JHMLICO). The Account was created on August 16, 1993. The Account commenced
operations on October 4, 1993 as a result of a transfer of net assets from two
existing separate accounts, John Hancock Variable Life Account U (JHVLAU) and
John Hancock Variable Life Account V (JHVLAV). John Hancock Mutual Variable
Life Insurance Account UV was formed to fund variable life insurance policies
(Policies) issued by JHMLICO. The Account is operated as a unit investment
trust registered under the Investment Company Act of 1940, as amended, and
currently consists of nine subaccounts. The assets of each subaccount are
invested exclusively in shares of a corresponding portfolio of John Hancock
Variable Series Trust I (the Fund). New subaccounts may be added as new
portfolios are added to the Fund, or as other investment options are
developed, and made available to policyowners. The nine portfolios of the Fund
which are currently available are Select Stock, Bond, International, Money
Market, Real Estate Equity, Special Opportunities, Stock, Short-Term U.S.
Government and Managed. 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 JHMLICO'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 JHMLICO. The portion of the
Account's assets applicable to the policies may not be charged with
liabilities arising out of any other business JHMLICO may conduct.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Valuation of Investments

Investment in shares of the 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 JHMLICO, which is taxed as a life insurance company under the Internal
Revenue Code. JHMLICO 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, JHMLICO
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

JHMLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from
.525% to .625%, depending on the type of policy, of net assets (excluding
policy loans) of the Account. Additionally, a monthly charge at varying levels
for the cost of extra insurance is deducted from the net assets of the
Account.

35
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

JHMLICO makes certain deductions for administrative expenses and state
premium taxes from premium payments before amounts are transferred to the
Account.

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

JHMLICO acts as the distributor, principal underwriter and investment
advisor for the Fund.

Certain officers of the Account are officers and directors of JHMLICO or the
Fund.

NOTE 4. DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
portfolios of the Fund at December 31, 1995 were as follows:

<TABLE>
<CAPTION>
Portfolio Shares Owned Cost Value
--------- ------------ ----------- -----------
<S> <C> <C> <C>
Select Stock.............................. 536,192 $ 8,537,452 $ 9,312,773
Bond...................................... 4,574,603 46,574,355 46,330,265
International............................. 187,483 2,858,238 2,926,534
Money Market.............................. 1,873,372 18,773,711 18,732,426
Real Estate Equity........................ 209,521 2,405,959 2,450,601
Special Opportunities..................... 72,219 827,580 952,172
Stock..................................... 8,007,462 103,629,530 111,633,780
Short-Term U.S. Government................ 7,787 78,221 79,674
Managed................................... 4,538,676 59,872,578 62,301,402
</TABLE>

Purchases, including reinvestment of dividend distributions, and proceeds
from the sales of shares in the portfolios of the Fund during 1995, were as
follows:

<TABLE>
<CAPTION>
Portfolio Purchases Sales
--------- ---------- ---------
<S> <C> <C>
Select Stock.............................................. $2,998,468 $ 478,935
Bond...................................................... 6,586,137 2,116,423
International............................................. 935,730 401,257
Money Market.............................................. 13,092,516 1,587,249
Real Estate Equity........................................ 829,282 404,509
Special Opportunities..................................... 698,554 68,848
Stock..................................................... 19,241,967 3,915,114
Short-Term U.S. Government................................ 71,209 15,024
Managed................................................... 11,383,468 3,752,413
</TABLE>

36
<PAGE>

REPORTS OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Policyholders
John Hancock Mutual Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company

We have audited the accompanying statement of assets and liabilities of John
Hancock Mutual Variable Life Insurance Account UV (the "Account") (comprising,
respectively, the Select Stock, Bond, International, Money Market, Real Estate
Equity, Special Opportunities, Stock, Short-Term U.S. Government, and Managed
Subaccounts) as of December 31, 1995, and the related statements of operations
and statements of changes in net assets for 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 Mutual Variable Life Insurance Account
UV at December 31, 1995, 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 9, 1996

----------------

To the Directors and Policyholders John Hancock Mutual Life Insurance Company

We have audited the accompanying statements of financial position of John
Hancock Mutual Life Insurance Company as of December 31, 1995 and 1994, and
the related summary of operations and changes in policyholders' contingency
reserves and statements of 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of John Hancock Mutual Life
Insurance Company at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles for mutual life insurance companies
and with reporting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.

ERNST & YOUNG LLP
Boston, Massachusetts
February 7, 1996

37
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31
-------------------
1995 1994
--------- ---------
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6............................................... $21,108.5 $19,884.0
Stocks:
Preferred................................................. 338.8 274.4
Common.................................................... 130.9 115.9
Investments in affiliates................................. 1,265.3 1,089.4
--------- ---------
1,735.0 1,479.7
Mortgage loans on real estate--Note 6....................... 8,801.5 8,274.2
Real estate:
Company occupied.......................................... 377.4 385.2
Investment properties..................................... 1,949.5 1,765.5
--------- ---------
2,326.9 2,150.7
Policy loans................................................ 1,621.3 1,669.2
Cash items:
Cash in banks and offices................................. 286.6 336.7
Temporary cash investments................................ 254.1 556.2
--------- ---------
540.7 892.9
Premiums due and deferred................................... 234.0 230.9
Investment income due and accrued........................... 597.5 578.2
Other general account assets................................ 883.0 979.4
Assets held in separate accounts............................ 12,928.2 10,712.5
--------- ---------
TOTAL ASSETS................................................ $50,776.6 $46,851.7
========= =========
Obligations and Policyholders' Contingency Reserves
OBLIGATIONS
Policy reserves........................................... $17,711.4 $16,817.9
Policyholders' and beneficiaries' funds................... 14,724.8 13,974.8
Dividends payable to policyholders........................ 378.6 377.6
Policy benefits in process of payment..................... 217.1 224.4
Other policy obligations.................................. 159.6 256.5
Asset valuation reserve--Note 1........................... 1,014.3 835.7
Federal income and other accrued taxes--Note 1............ 250.5 231.8
Other general account obligations......................... 873.2 1,120.7
Obligations related to separate accounts.................. 12,913.6 10,682.3
--------- ---------
TOTAL OBLIGATIONS........................................... 48,243.1 44,521.7
Policyholders' Contingency Reserves
Surplus notes--Note 2..................................... 450.0 450.0
Special contingency reserve for group insurance........... 193.1 191.7
General contingency reserve............................... 1,890.4 1,688.3
--------- ---------
TOTAL POLICYHOLDERS' CONTINGENCY RESERVES................... 2,533.5 2,330.0
--------- ---------
TOTAL OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY RESERVES... $50,776.6 $46,851.7
========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

38
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

SUMMARY OF OPERATIONS AND CHANGES IN POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Income
Premiums, annuity considerations and pension fund
contributions..................................... $ 8,127.8 $ 7,617.4
Net investment income--Note 4...................... 2,678.5 2,557.8
Other, net......................................... 90.8 64.1
----------- -----------
10,897.1 10,239.3
Benefits and Expenses
Payments to policyholders and beneficiaries:
Death benefits................................... 787.4 817.6
Accident and health benefits..................... 321.3 350.2
Annuity benefits................................. 1,342.7 1,273.9
Surrender benefits and annuity fund withdrawals.. 5,243.6 4,759.3
Matured endowments............................... 19.8 20.8
----------- -----------
7,714.8 7,221.8
Additions to reserves to provide for future
payments to policyholders and beneficiaries....... 1,497.0 1,503.5
Expenses of providing service to policyholders and
obtaining new insurance:
Field sales compensation and expenses............ 277.4 303.2
Home office and general expenses................. 455.8 437.3
Cost of restructuring.............................. 0.0 57.8
Payroll, state premium and miscellaneous taxes..... 78.6 72.1
----------- -----------
10,023.6 9,595.7
----------- -----------
GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
POLICYHOLDERS, FEDERAL INCOME TAXES AND NET
REALIZED CAPITAL GAINS (LOSSES)............... 873.5 643.6
Dividends to policyholders........................... 465.9 385.0
Federal income taxes--Note 1......................... 128.5 59.7
----------- -----------
594.4 444.7
----------- -----------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL GAINS (LOSSES)........................ 279.1 198.9
Net realized capital gains (losses)--Note 5.......... 21.2 (35.3)
----------- -----------
NET INCOME..................................... 300.3 163.6
Other increases (decreases) in policyholders' contin-
gency reserves:
Net unrealized capital losses and other adjust-
ments--Note 5..................................... (85.1) (118.2)
Valuation reserve changes--Note 1.................. 0.0 41.0
Net gain from separate accounts.................... 2.6 0.8
Issuance of surplus notes.......................... 0.0 450.0
Prior years' federal income taxes.................. (36.8) (26.2)
Other reserves and adjustments..................... 22.5 4.3
----------- -----------
NET INCREASE IN POLICYHOLDERS' CONTINGENCY
RESERVES...................................... 203.5 515.3
Policyholders' contingency reserves at beginning of
year................................................ 2,330.0 1,814.7
----------- -----------
POLICYHOLDERS' CONTINGENCY RESERVES AT END OF YEAR... $ 2,533.5 $ 2,330.0
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.

39
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Cash Flows From Operating Activities:
Insurance premiums, annuity considerations and de-
posits............................................ $ 8,280.3 $ 7,827.5
Net investment income.............................. 2,756.9 2,560.0
Benefits to policyholders and beneficiaries........ (7,917.6) (7,417.0)
Dividends paid to policyholders.................... (464.9) (391.4)
Insurance expenses and taxes....................... (795.1) (801.0)
Net transfers (to) from separate accounts.......... 132.0 (548.4)
Other, net......................................... (154.7) (88.1)
----------- -----------
NET CASH PROVIDED FROM OPERATIONS................ 1,836.9 1,141.6
----------- -----------
Cash Flows Used In Investing Activities:
Bond purchases..................................... (6,456.9) (6,834.2)
Bond sales......................................... 2,874.9 2,530.2
Bond maturities and scheduled redemptions.......... 1,600.6 1,437.6
Bond prepayments................................... 795.9 620.8
Stock purchases.................................... (224.3) (282.7)
Proceeds from stock sales.......................... 131.4 70.8
Real estate purchases.............................. (375.1) (255.9)
Real estate sales.................................. 365.0 280.6
Other invested assets purchases.................... (46.5) (66.5)
Proceeds from the sale of other invested assets.... 251.1 169.3
Mortgage loans issued.............................. (2,041.6) (1,547.7)
Mortgage loan repayments........................... 1,277.9 1,391.8
Other, net......................................... (554.6) 845.3
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES............ (2,402.2) (1,640.6)
----------- -----------
Cash Flows From Financing Activities:
Issuance of surplus notes.......................... 0.0 450.0
Issuance of REMIC notes payable.................... 213.1 0.0
----------- -----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES...... 213.1 450.0
----------- -----------
DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS...... (352.2) (49.0)
Cash and temporary cash investments at beginning of
year................................................ 892.9 941.9
----------- -----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR... $ 540.7 $ 892.9
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

40
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Mutual Life Insurance Company (the Company) provides a broad
range of financial services and insurance products. The Company's insurance
operations focus principally in three segments: the Retail Sector, which
encompasses the Company's individual life, annuity, and long-term care
operations; Business Insurance, its group life, health, and long-term care
operations including administrative services provided to group customers; and
Group Pension, which offers single premium annuity and guaranteed investment
contracts through both the general and separate accounts. In addition, through
its subsidiaries and affiliates, the Company also offers a wide range of
investment management and advisory services and other related products
including domestic property and casualty insurance, life insurance products
for the Canadian market, a full range of retail and institutional securities
brokerage services, investment management and advisory services, sponsorship
and distribution of mutual funds, real estate financing and management, and
various other financial services. Investments in these subsidiaries and other
affiliates are recorded on the statutory equity method.

The Company is licensed in all fifty of the United States, the District of
Columbia, Puerto Rico, Guam, the US Virgin Islands, and Canada. The Company
distributes its individual products in North America primarily through a
career agency system. The career agency system is composed of company owned,
unionized branch offices and independent general agencies. The Company also
distributes its individual products through several alternative distribution
channels.

The Company distributes its group benefit products through group
representatives, who are John Hancock employees or through intermediaries, in
key markets nationwide.

The Company markets pension and other investment-related products primarily to
sponsors of retirement and savings plans covering employees of private sector
companies, and plans covering public employees and collective bargaining
unions and non-profit organizations. Products are marketed and sold through a
combination of group pension field employee representatives, as well as
marketing personnel and investment professionals employed by the Company.

The preparation of the financial statements of insurance companies 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 on the
basis of 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, which are currently
considered generally accepted accounting principles for mutual life insurance
companies. However, in April 1993, the Financial Accounting Standard Board
(FASB) issued Interpretation 40, "Applicability of Generally Accepted
Accounting Principles to Mutual Life Insurance and Other Enterprises"
(Interpretation). The Interpretation, as amended, is effective for 1996 annual
financial statements and thereafter, and no longer will allow statutory-basis
financial statements to be described as being prepared in conformity with
generally accepted accounting principles (GAAP). Upon the effective date of
the Interpretation in order for their financial statements to be described as
being prepared in conformity with GAAP, mutual life insurance companies will
be required to adopt all

41
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

applicable authoritative GAAP pronouncements in any general-purpose financial
statements that they may issue. The Company has not quantified the effects of
the application of the Interpretation on its financial statements.

The Company has not yet determined whether for general purposes it will
continue to issue statutory-basis financial statements or statements adopting
all applicable authoritative GAAP pronouncements. If the Company decides that
its general purpose financial statements will be prepared in accordance with
GAAP rather than statutory accounting practices, the financial statements
included herein would have to be restated to reflect all applicable
authoritative GAAP pronouncements, including Statement of Financial Accounting
Standards (SFAS) Nos. 60, 97, and 113, and the American Institute of Certified
Public Accountants' Statement of Position 95-1, which addresses the accounting
for long-duration and short-duration insurance and reinsurance contracts,
including all participating business.

The significant accounting practices of the Company are as follows:

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 National Association
of Insurance Commissioners (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.

Mortgage loans are carried at outstanding principal balance or amortized
cost.

Investment and company occupied real estate is carried at depreciated cost,
less encumbrances. Depreciation on investment and company occupied real
estate is recorded on a straight-line basis.

Real estate acquired in satisfaction of debt and held for sale, which is
classified with investment properties, 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.

Other invested assets, which are classified with other general account
assets, include real estate and energy joint ventures and limited
partnerships and are valued based on the Company's equity in the underlying
net assets.

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

42
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

of bonds, equity securities, mortgage loans, real estate and other invested
assets. The Company makes additional contributions to the AVR in excess of the
required amounts to account for potential losses and risks in the investment
portfolio when the Company believes such provisions are prudent. Changes to
the AVR are charged or credited directly to policyholders' contingency
reserves.

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, 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, 1995, the IMR, net of 1995 amortization of $16.4
million, amounted to $69.5 million which is included in other policy
obligations. The corresponding 1994 amounts were $17.1 million and $52.7
million, respectively.

Property and Equipment: Data processing equipment, included in other general
account assets, is reported at depreciated cost, with depreciation recorded on
a straight-line basis. Nonadmitted furniture and equipment also is depreciated
on a straight-line basis. The useful lives of these assets range from three to
twenty years.

Separate Accounts: Separate account assets (valued at market) and obligations
are included as separate captions in the statements of financial position. The
change in separate account surplus is recognized through direct charges or
credits to policyholders' contingency reserves.

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
subsidiary investments which are carried at equity values, are based on
quoted market prices.

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

43
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

characteristics and credit risks are aggregated into qualitative categories
for purposes of the fair value calculations.

The carrying amounts in the statement of financial position for policy
loans approximates their fair value.

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 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,
1995. The fair value for commitments to purchase real estate approximates
the amount of the initial commitment.

Fair values for the Company's guaranteed investment contracts are estimated
using discounted cash flow calculations, based on interest rates currently
being offered for similar contracts with maturities consistent with those
remaining for the contracts being valued. The fair value for fixed-rate
deferred annuities is the cash surrender value, which represents the
account value less applicable surrender charges. Fair values for immediate
annuities without life contingencies and supplementary contracts without
life contingencies are estimated based on discounted cash flow calculations
using current market rates.

Capital Gains and Losses: Realized capital gains and losses, net of taxes and
amounts transferred to the IMR, are included in net income. Unrealized gains
and losses, which consist of market value and book value adjustments, are
shown as adjustments to policyholders' contingency reserves.

Interest Rate and Currency Rate Swap Contracts and Financial Futures
Contracts: The net interest effect of interest rate and currency rate swap
transactions is recorded as an adjustment of interest income as incurred.
Gains and losses on financial futures contracts used as hedges against
interest rate fluctuations are deferred and recognized in income over the
period being hedged.

Foreign Exchange Gains and Losses: Foreign exchange gains and losses are
reflected as direct credits or charges to policyholders' contingency reserves
through unrealized capital gains and losses.

Policy Reserves: Reserves for traditional individual life insurance policies
are maintained using the 1941, 1958 and 1980 Commissioner's Standard Ordinary
and American Experience mortality tables, with assumed interest rates ranging
from 2 1/2% to 6%, and using principally the net level premium method for
policies issued prior to 1978 and a modified preliminary term method for
policies issued in 1979 and later. Annuity and supplementary contracts with
life contingency reserves are based principally on modifications of the 1937
Standard Annuity Table, the Group Annuity Mortality Tables for 1951, 1971 and
1983, the 1971 Individual Annuity Mortality Table and the a-1983 Individual
Annuity Mortality Table, with interest rates ranging from 2% to 11 1/4%.

Reserves for deposit administration funds and immediate participation
guarantee funds are based on accepted actuarial methods at various interest
rates. Accident and health policy reserves generally are calculated using
either the two-year preliminary term or the net level premium method based on
various morbidity tables.

44
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

The statement value and fair value for investment-type insurance contracts are
as follows:

<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------- -------------------
Statement Fair Statement Fair
Value Value Value Value
--------- --------- --------- ---------
(In millions)
<S> <C> <C> <C> <C>
Guaranteed investment contracts........ $12,014.3 $12,325.3 $11,333.3 $10,966.3
Fixed-rate deferred and immediate annu-
ities................................. 3,494.5 3,478.6 2,918.5 2,840.3
Supplementary contracts without life
contingencies......................... 39.6 40.7 36.5 35.4
--------- --------- --------- ---------
$15,548.4 $15,844.6 $14,288.3 $13,842.0
========= ========= ========= =========
</TABLE>

Federal Income Taxes: Federal income taxes are provided 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 and its
subsidiaries and affiliates are combined in filing a consolidated federal
income tax return for the group. The federal income taxes of the Company are
determined on a separate return basis with certain adjustments.

Income before taxes differs from taxable income principally due to tax-exempt
investment income, dividends-received tax deductions, the limitation placed on
the tax deductibility of mutual companies' policyholder dividends, accelerated
depreciation, differences in policy and contract liabilities for tax return
and financial statement purposes, capitalization of policy acquisition
expenses for tax purposes and other adjustments prescribed by the Internal
Revenue Code.

Amounts for disputed tax issues relating to prior years are charged or
credited directly to policyholders' contingency reserves. No provision is
generally recognized for timing differences that may exist between financial
reporting and taxable income.

At December 31, 1994, the Company's subsidiaries had total estimated tax loss
carryforwards for federal income tax purposes of $26.5 million expiring in
years 2003 to 2005. After the 1994 federal income tax return was filed on
September 15, 1995, the Company's subsidiaries remaining tax loss
carryforwards for federal income tax purposes totaled $9.9 million. It is
expected that these losses will be fully utilized in the 1995 federal income
tax return. Certain subsidiaries acquired by the Company have additional
potential tax loss carryforwards of $117.8 million expiring in years 1996 to
1998. These amounts also may be used in the consolidated tax return but only
to offset future taxable income related to those subsidiaries. The Company
made federal tax payments of $211.5 million in 1995 and $78.8 million in 1994.

Adjustments to Policy Reserves and Policyholders' and Beneficiaries'
Funds: From time to time, the Company finds it appropriate to modify certain
required policy reserves because of changes in actuarial assumptions or
increased benefits. Reserve modifications resulting from such determinations
are recorded directly to policyholders' contingency reserves. During 1994, the
Company refined certain actuarial assumptions inherent

45
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

in the calculation of preconversion yearly renewable term and gross premium
deficiency reserves resulting in a $41.0 million increase in policyholders'
contingency reserves at December 31, 1994.

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.

Restructuring Charge: In 1994, the Company provided for restructuring charges
of $57.8 million in accordance with the Company's plan to reduce its cost
structure and consolidate operations. The restructuring charge includes
severance costs and facilities consolidation expenses. During 1995 and 1994,
the Company paid $32.9 million and $10.7 million, respectively, under its
restructuring plan. The remaining liability for restructuring charges at
December 31, 1995 was $14.2 million.

Reclassifications: Certain 1994 amounts have been reclassified to permit
comparison with the corresponding 1995 amounts.

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that
bear interest at 7 3/8% and are scheduled to mature on February 15, 2024. The
issuance of the surplus notes was approved by the Massachusetts Division of
Insurance and any payment of interest on and principal of the notes may be
made only with the prior approval of the Commissioner of the Massachusetts
Division of Insurance. Surplus notes are reported as surplus rather than
liabilities. Interest paid on the notes during 1995 and 1994 were $33.2
million and $15.7 million, respectively.

NOTE 3--BORROWED MONEY

At December 31, 1995, the Company had a $500 million syndicated line of
credit. There are 29 banks who joined the syndicate of lenders under the
leadership of Morgan Guaranty Trust Company of New York. The banks will commit
when requested to loan funds for a period of two years at prevailing interest
rates as determined in accordance with the line of credit agreement. The
agreement does not contain a material adverse change clause. As of December
31, 1995, no amounts had been borrowed under this agreement.

In 1995 the Company issued $213.1 million of debt through a Real Estate
Mortgage Investment Conduit (REMIC). As collateral to the debt, the Company
pledged $1,065.8 million of commercial mortgages to the REMIC Trust. The debt
was issued in two notes of equal amounts with last scheduled payment dates on
March 25, 1997 and June 25, 1998, respectively. The interest rates on the two
notes are calculated on a floating basis, based on LIBOR rates, and were
6.1575% and 6.2075%, respectively, at December 31, 1995. The outstanding
balances of the Notes totaled $213.1 million at December 31, 1995 and are
included in other general account obligations.

46
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Investment expenses.............................................. $332.9 $291.2
Interest expense................................................. 38.3 19.8
Depreciation on real estate and other invested assets............ 62.7 54.7
Real estate and other investment taxes........................... 61.2 61.3
------ ------
$495.1 $427.0
====== ======
</TABLE>

NOTE 5--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

Net realized capital gains (losses) consist of the following items:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Gains (losses) from asset sales and foreclosures............... $118.6 $(41.5)
Capital gains tax.............................................. (64.2) (20.2)
Net capital (gains) losses transferred to the IMR.............. (33.2) 26.4
------ ------
Net Realized Capital Gains (Losses).......................... $ 21.2 $(35.3)
====== ======
</TABLE>

Net unrealized capital losses and other adjustments consist of the following
items:

<TABLE>
<CAPTION>
1995 1994
------ -------
(In millions)
<S> <C> <C>
Gains from changes in security values and book value adjust-
ments......................................................... $ 93.4 $ 36.4
Increase in asset valuation reserve............................ (178.5) (154.6)
------ -------
Net Unrealized Capital Losses and Other Adjustments.......... $(85.1) $(118.2)
====== =======
</TABLE>

47
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS

The statement value and fair value of bonds are shown below:

<TABLE>
<CAPTION>
Gross Gross
Statement Unrealized Unrealized
Value Gains Losses Fair Value
--------- ---------- ---------- ----------
(In millions)
Year ended December 31, 1995
----------------------------
<S> <C> <C> <C> <C>
U.S. treasury securities and
obligations of U.S. government
corporations and agencies............ $ 638.5 $ 42.5 $ 0.2 $ 680.8
Obligations of states and political
subdivisions......................... 194.1 20.6 0.1 214.6
Debt securities issued by foreign gov-
ernments............................. 297.7 42.2 0.0 339.9
Corporate securities.................. 18,358.6 1,818.3 73.9 20,103.0
Mortgage-backed securities............ 1,619.6 57.9 20.8 1,656.7
--------- -------- ------ ---------
Totals.............................. $21,108.5 $1,981.5 $ 95.0 $22,995.0
========= ======== ====== =========
<CAPTION>
Year ended December 31, 1994
----------------------------
<S> <C> <C> <C> <C>
U.S. treasury securities and
obligations of U.S. government
corporations and agencies............ $ 1,545.1 $ 1.8 $128.6 $ 1,418.3
Obligations of states and political
subdivisions......................... 170.6 4.5 1.7 173.4
Debt securities issued by foreign gov-
ernments............................. 143.5 9.8 0.5 152.8
Corporate securities.................. 16,208.9 471.1 401.8 16,278.2
Mortgage-backed securities............ 1,815.9 4.8 44.1 1,776.6
--------- -------- ------ ---------
Totals.............................. $19,884.0 $ 492.0 $576.7 $19,799.3
========= ======== ====== =========
</TABLE>

The statement value and fair value of bonds at December 31, 1995, 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 Value Fair Value
--------------- ----------
(In millions)
<S> <C> <C>
Due in one year or less.............................. $ 1,408.9 $ 1,456.4
Due after one year through five years................ 6,406.1 6,795.4
Due after five years through ten years............... 5,969.7 6,551.4
Due after ten years.................................. 5,704.2 6,535.1
--------- ---------
19,488.9 21,338.3
Mortgage-backed securities........................... 1,619.6 1,656.7
--------- ---------
$21,108.5 $22,995.0
========= =========
</TABLE>

Proceeds from sales of bonds during 1995 and 1994 were $2.9 billion and $2.5
billion, respectively. Gross gains of $69.7 million in 1995 and $16.6 million
in 1994 and gross losses of $44.3 million in 1995 and $99.3 million in 1994
were realized on these transactions.

The cost of common stocks was $78.1 million and $82.1 million at December 31,
1995 and 1994, respectively. At December 31, 1995, gross unrealized
appreciation on common stocks totaled $76.3 million, and gross

48
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--INVESTMENTS--CONTINUED

unrealized depreciation totaled $23.5 million. The fair value of preferred
stock totaled $338.8 million at December 31, 1995 and $281.6 million at
December 31, 1994.

Mortgage loans with outstanding principal balances of $115.5 million, bonds
with amortized cost of $32.8 million and real estate with depreciated cost of
$28.5 million were nonincome producing for the twelve months ended December
31, 1995.

Restructured commercial mortgage loans aggregated $466.0 million and $507.1
million as of December 31, 1995 and 1994, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:

<TABLE>
<CAPTION>
Year ended
December 31
-------------
1995 1994
------ ------
(In millions)
<S> <C> <C>
Expected.................................................... $ 47.0 $ 54.5
Actual...................................................... $ 26.8 34.2
</TABLE>

Generally, the terms of the restructured mortgage loans call for the Company
to receive some form or combination of an equity participation in the
underlying collateral, excess cash flows or an effective yield at the maturity
of the loans sufficient to meet the original terms of the loans.

At December 31, 1995, 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>
Geographic
Concentration Statement Value
------------- ---------------
(In millions)
<S> <C>
East North Central....... $ 822.7
East South Central....... 178.2
Middle Atlantic.......... 1,861.1
Mountain................. 431.3
New England.............. 915.6
Pacific.................. 2,253.4
South Atlantic........... 1,611.7
West North Central....... 217.7
West South Central....... 447.4
Other.................... 62.4
--------
$8,801.5
========
</TABLE>
<TABLE>
<CAPTION>
Property
Type Statement Value
-------- ---------------
(In millions)
<S> <C>
Apartments................ $2,374.6
Hotels.................... 164.4
Industrial................ 780.4
Office buildings.......... 1,823.6
Retail.................... 1,545.1
1-4 Family................ 9.5
Agricultural.............. 1,607.0
Other..................... 496.9
--------
$8,801.5
========
</TABLE>

At December 31, 1995, the fair values of the commercial and agricultural
mortgage loan portfolios were $7.6 billion and $1.8 billion, respectively. The
corresponding amounts as of December 31, 1994 were approximately $6.5 billion
and $1.7 billion, respectively.

49
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE

Premiums, benefits and reserves associated with reinsurance assumed in 1995
were $455.2 million, $276.7 million, and $12.7 million, respectively. The
corresponding amounts in 1994 were $385.9 million, $266.0 million, and $12.1
million, respectively.

The Company cedes business to reinsurers to share risks under life, health and
annuity contracts for the purpose of reducing exposure to large losses.
Premiums, benefits and reserves ceded to reinsurers in 1995 were $281.0
million, $217.0 million and $185.4 million, respectively. The corresponding
amounts in 1994 were $246.7 million, $203.2 million and $217.3 million,
respectively.

The Company has a coinsurance agreement with another insurer to cede 100% of
its individual disability business. Reserves ceded under this agreement,
included in the amount shown above, were $212.7 million at December 31, 1995
and $184.5 million at December 31, 1994.

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 8--BENEFIT PLANS

The Company provides retirement benefits to substantially all employees and
general agency personnel. These benefits are provided through both defined
benefit and defined contribution pension plans. Pension benefits under the
defined benefit plans are based on years of service and average compensation
generally during the five years prior to retirement. The Company's funding
policy for qualified defined benefit plans is to contribute annually an amount
in excess of the minimum annual contribution required under the Employee
Retirement Income Security Act (ERISA). This amount is limited by the maximum
amount that can be deducted for federal income tax purposes. The funding
policy for nonqualified defined benefit plans is to contribute the amount of
the benefit payments made during the year. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government
securities.

Defined contribution plans include The Investment Incentive Plan (TIP) and the
Savings and Investment Plan (SIP). Employees are eligible to participate in
TIP after one year of service and may contribute up to the lesser of 15% of
their salary or $9,240 annually to the plan. The Company matches the first 2%
of pre-tax contributions and makes an additional annual profit sharing
contribution for employees who have completed at least two years of service.
Through SIP, marketing representatives, sales managers and agency managers are
eligible to contribute up to the lesser of 13% of their salary or $9,240. The
Company matches the first 3% of pretax contributions for marketing
representatives and the first 2% of pretax contributions for sales managers
and agency managers. The Company makes an annual profit sharing contribution
of up to 1% for sales managers and agency managers who have completed at least
two years of service.

The Company provides additional compensation to certain employees based on
achievement of annual and long-term corporate financial objectives.

50
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFIT PLANS--CONTINUED

Pension expense is summarized as follows:

<TABLE>
<CAPTION>
Year ended
December 31
----------------
1995 1994
------- -------
(In millions)
<S> <C> <C>
Defined benefit plans:
Service cost--benefits earned during the period............. $ 30.1 $ 46.5
Interest cost on the projected benefit obligation........... 103.5 96.1
Actual return on plan assets................................ (369.5) 29.4
Net amortization and deferral............................... 260.5 (144.7)
------- -------
24.6 27.3
Defined contribution plans.................................... 19.8 15.8
------- -------
Total pension expense..................................... $ 44.4 $ 43.1
======= =======
</TABLE>

Assumptions used in accounting for the defined benefit pension plans were as
follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Discount rate....................................................... 7.50% 8.00%
Weighted rate of increase in compensation levels.................... 5.10% 5.30%
Expected long-term rate of return on assets......................... 7.75% 8.25%
</TABLE>

The following table sets forth the funded status and actuarially determined
amounts related to the Company's defined benefit pension plans:

<TABLE>
<CAPTION>
Year ended December 31
------------------------
1995 1994
----------- -----------
(In millions)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.......................... $ (1,242.9) $ (1,108.9)
=========== ===========
Accumulated benefit obligation..................... $ (1,300.3) $ (1,151.0)
=========== ===========
Projected benefit obligation......................... $ (1,480.0) $ (1,350.2)
Plan assets fair value............................... 1,645.3 1,355.0
----------- -----------
Excess of plan assets over projected benefit obliga-
tion................................................ 165.3 4.8
Unrecognized net (gain) loss......................... (139.1) 36.3
Prior service cost not yet recognized in net periodic
pension cost........................................ 50.0 57.7
Unrecognized net asset, net of amortization.......... (111.2) (126.6)
----------- -----------
Net pension liability................................ $ (35.0) $ (27.8)
=========== ===========
</TABLE>

Since 1988, the Massachusetts Division of Insurance has provided the Company
with approval to recognize the pension plan prepaid expense, if any, in
accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Division of Insurance with an actuarial
certification of the prepaid expense computation on an annual basis.

51
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS

In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most
of its retired employees and general agency personnel. Substantially all
employees may become eligible for these benefits if they reach retirement age
while employed by the Company. The postretirement health care and dental
coverages are contributory based on service for post January 1, 1992 non-union
retirees. A small portion of pre-January 1, 1992 non-union retirees also
contribute. The applicable contributions are based on service.

In 1993, the Company changed its method of accounting for the costs of its
retiree benefit plans to the accrual method and elected to amortize its
transition liability for retirees and fully eligible or vested employees over
twenty years.

Since 1993, the Company funded a portion of the postretirement obligation. The
Company's policy is to fund postretirement benefits for non-union employees to
the maximum amount that can be deducted for federal income tax purposes and to
fund the benefits for union employees, which are fully tax qualified, at
sufficient amounts so that the total accrued liability related to
postretirement benefits is zero. As of December 31, 1995, plan assets related
to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees while plan assets
related to union employees were comprised of approximately 60% equity
securities and 40% fixed income investments. The following table shows the
plans' combined funding status for vested benefits reconciled with the amounts
recognized in the Company's statements of financial position.

<TABLE>
<CAPTION>
December 31
-------------------------------------
1995 1994
------------------ ------------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Accumulated postretirement benefit obli-
gation:
Retirees............................... $(236.5) $(89.2) $(239.2) $(76.5)
Fully eligible active plan partici-
pants................................. (42.9) (20.1) (51.3) (22.2)
------- ------ ------- ------
(279.4) (109.3) (290.5) (98.7)
Plan assets at fair value................ 96.9 0.0 59.9 0.0
------- ------ ------- ------
Accumulated postretirement benefit
obligation in excess of plan assets..... (182.5) (109.3) (230.6) (98.7)
Unrecognized prior service cost.......... 18.2 5.8 22.2 6.2
Unrecognized prior net gain.............. (84.2) (4.2) (63.9) (12.3)
Unrecognized transition obligation....... 272.9 83.3 288.9 88.2
------- ------ ------- ------
Accrued postretirement benefit cost...... $ 24.4 $(24.4) $ 16.6 $(16.6)
======= ====== ======= ======
</TABLE>

Net postretirement benefits costs for the years ended December 31, 1995 and
1994 were $50.2 million and $52.1 million, respectively, and include the
expected cost of such benefits for newly eligible or vested employees,
interest cost, and amortization of the transition liability.

52
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

Net periodic postretirement benefits cost included the following components:

<TABLE>
<CAPTION>
December 31
------------------------------------
1995 1994
------------------ -----------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Eligibility cost............................ $ 5.3 $ 1.5 $ 6.1 $ 2.3
Interest cost............................... 21.1 7.8 19.9 6.8
Actual return on plan assets................ (15.5) 0.0 (2.1) 0.0
Net amortization and deferral............... 25.0 5.0 14.4 4.7
------ ----- ----- -----
Net periodic postretirement benefit cost.... $ 35.9 $14.3 $38.3 $13.8
====== ===== ===== =====
</TABLE>

The discount rate used in determining the accumulated postretirement benefit
obligation at December 31, 1995 was 7.5% (8.0% for 1994). The annual assumed
rate of increase in the health care cost trend rate for the medical coverages
is 8.25% for 1996 (9.75% was assumed for 1995) and is assumed to decrease
gradually to 5.5% in 2001 and remain at that level thereafter. The health care
cost trend rate assumption has a significant effect on the amounts reported.
For example, increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated post retirement
benefit obligation for the medical coverages as of December 31, 1995 by $35.0
million and the aggregate of the eligibility and interest cost components of
net periodic postretirement benefit cost by $3.6 million for 1995 and $2.7
million for 1994.

Postretirement welfare benefits for non-vested employees are not reflected in
the above expenses or accumulated postretirement benefit obligations. As of
December 31, 1995, the accumulated postretirement benefit obligations for non-
vested employees amounted to $67.7 million for medical and dental plans and
$10.8 million for life insurance plans. The corresponding amounts as of
December 31, 1994 were $70.4 million and $9.1 million, respectively.

NOTE 10--AFFILIATES

The Company has subsidiaries and affiliates in a variety of industries
including domestic and foreign life insurance and domestic property casualty
insurance, real estate, mutual funds, investment brokerage and various other
financial services entities.

Total assets of unconsolidated affiliates amounted to $9.5 billion at December
31, 1995 and $7.8 billion at December 31, 1994; total liabilities amounted to
$8.3 billion at December 31, 1995 and $6.7 billion at December 31, 1994; and
total net income was $89.5 million in 1995 and $61.9 million in 1994.

The Company customarily engages in transactions with its unconsolidated
affiliates, including the cession and assumption of certain insurance business
under the terms of established reinsurance agreements. Various services are
performed by the Company for certain affiliates for which the Company is
reimbursed on the basis of cost. Certain affiliates have entered into various
financial arrangements relating to borrowings and capital maintenance under
which agreements the Company would be obligated in the event of nonperformance
by an affiliate (see Note 14).

53
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 10--AFFILIATES--CONTINUED

The Company received dividends of $9.7 million and $10.1 million in 1995 and
1994, respectively, from unconsolidated affiliates.

NOTE 11--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 from 1996 to 2005. 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 2009. 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 2001.

The Company also uses financial futures contracts to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts.
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 opposite 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 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
-----------------
1995 1994
-------- --------
(In millions)
<S> <C> <C>
Futures contracts to purchase securities.................... $ 62.2 $ 147.9
======== ========
Futures contracts to sell securities........................ $ 299.9 $ 98.1
======== ========
Notional amount of interest rate swaps, currency rate swaps,
and interest rate caps to:
Receive variable rates.................................... $1,735.0 $ 916.0
======== ========
Receive fixed rates....................................... $1,756.3 $1,365.2
======== ========
</TABLE>

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 nonperformance by its counterparties is remote and
that any such losses would be immaterial.

Based on market rates in effect at December 31, 1995, the Company's interest
rate swaps, currency rate swaps, and interest rate caps represented (assets)
liabilities to the Company with fair values of $37.0 million, $23.3 million
and $(0.3) million, respectively. The corresponding amounts as of December 31,
1994 were $12.0 million, $15.4 million, and $(1.5) million, respectively.

54
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 12--LEASES

The Company leases office space and furniture and equipment under various
operating leases. Rental expenses for all operating leases totaled $32.2
million in 1995 and $35.2 million in 1994. At December 31, 1995, future
minimum rental commitments under noncancellable operating leases for office
space and furniture and equipment totaled approximately $44.3 million.

NOTE 13--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUNDS

The Company's annuity reserves and deposit fund liabilities that are subject
to discretionary withdrawal (with adjustment), subject to discretionary
withdrawal (without adjustment), and not subject to discretionary withdrawal
provisions are summarized as follows:

<TABLE>
<CAPTION>
December 31, 1995 Percent
----------------- -------
(In millions)
<S> <C> <C>
Subject to discretionary withdrawal (with adjust-
ment):
With market value adjustment....................... $ 2,517.0 7.3%
At book value less surrender charge................ 2,502.2 7.3
--------- -----
Total with adjustment.............................. 5,019.2 14.6
Subject to discretionary withdrawal (without ad-
justment) at book value........................... 594.8 1.7
Subject to discretionary withdrawal--separate ac-
counts............................................ 10,813.9 31.4
Not subject to discretionary withdrawal:
General account.................................... 16,634.4 48.3
Separate accounts.................................. 1,387.2 4.0
--------- -----
Total annuity reserves and deposit liabilities--be-
fore reinsurance.................................... 34,449.5 100.0%
=====
Less reinsurance ceded............................... (0.2)
---------
Net annuity reserves and deposit fund liabilities.... $34,449.3
=========
</TABLE>

Activity in the liability for accident and health unpaid claims is:

<TABLE>
<CAPTION>
1995 1994
------ ------
(In millions)
<S> <C> <C>
Balance at January 1............................................ $216.2 $210.6
Less reinsurance recoverables................................. (7.3) (4.6)
------ ------
Net balance at January 1........................................ 208.9 206.0
------ ------
Incurred related to:
Current year.................................................. 301.0 350.4
Prior years................................................... (25.2) (40.4)
------ ------
Total incurred.................................................. 275.8 310.0
------ ------
Paid related to:
Current year.................................................. 192.0 231.2
Prior years................................................... 89.0 75.9
------ ------
Total paid...................................................... 281.0 307.1
------ ------
Net balance at December 31...................................... 203.7 208.9
Plus reinsurance recoverable.................................. 4.0 7.3
------ ------
Balance at December 31.......................................... $207.7 $216.2
====== ======
</TABLE>

55
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 13--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUNDS--CONTINUED

As a result of favorable changes in claim estimates and a decline in fully
insured business, the liability for prior year claims decreased in 1995 and
1994.

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds, preferred
stocks, and real estate and issue real estate mortgages totaling $620.7
million, $19.1 million, $5.0 million and $396.6 million, respectively, at
December 31, 1995. If funded, loans related to real estate mortgages would be
fully collateralized by related properties. The Company monitors the credit
worthiness of borrowers under long-term bond commitments and requires
collateral as deemed necessary. The fair value of the commitments described
above is $1.1 billion at December 31, 1995. The majority of these commitments
expire in 1996.

During 1991, the Company entered into a credit support and collateral pledge
agreement with the Federal National Mortgage Association (FNMA). Under the
agreement, the Company sold $1.042 billion of multi-family loans and acquired
an equivalent amount of FNMA securities. FNMA is guarantying the full face
value of the bonds to the bondholders. However, the Company has agreed to
absorb the first 15% of original principal and interest losses (less buy-
backs) for the pool of loans involved, but is not required to commit
collateral to support this loss contingency. Historically, the Company has
experienced total losses as a percentage of its multi-family mortgage
portfolio of approximately 3%. Mortgage loan buy-backs required by FNMA in
1995 and 1994 amounted to $29.5 million and $12.7 million, respectively. There
were no losses associated with these buy-backs. At December 31, 1995, the
remaining pool of loans had an outstanding principal balance of $591.2
million.

The Company has a support agreement with JHVLICo under which the Company
agrees to continue directly or indirectly to own all of JHVLICo's common stock
and maintain JHVLICo's net worth at not less than $1 million.

The Company has a support agreement with John Hancock Capital Corporation
(JHCC) under which the Company agrees to continue directly or indirectly to
own all of JHCC's common stock and maintain JHCC's net worth at not less than
$1 million. JHCC's outstanding borrowings as of December 31, 1995 were $363.6
million for short-term borrowings and $142.7 million for notes payable.

The Company is subject to insurance guaranty fund laws in the states in which
it does business. These laws assess insurance companies amounts to be used to
pay benefits to policyholders and claimants of insolvent insurance companies.
Many states allow these assessments to be credited against future premium
taxes. The Company believes such assessments in excess of amounts accrued will
not materially affect its financial position.

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, 1995. 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.

56
<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 John
Hancock 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 Policy.

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 John Hancock's approval.

ADDITIONAL INSURANCE BENEFITS

On payment of an additional premium and subject to certain age and insurance
underwriting requirements, certain additional provisions, such as an
Accidental Death Benefit, 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. John Hancock 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 John Hancock's Home Office. John Hancock assumes
no responsibility for the validity or sufficiency of any assignment.

MISSTATEMENT OF AGE OR SEX. If the age or sex of the insured has been
misstated, John Hancock will adjust the benefits payable to reflect the
correct age or sex.

57
<PAGE>

SUICIDE. If the insured commits suicide within 2 years from the issue date
shown in the Policy, John Hancock will pay in place of all other benefits an
amount equal to the premium paid less any Indebtedness on the date of death
and any withdrawals. If the suicide is more than 2 years from the issue date
but within 2 years of any increase in death benefit due to payment of any
premium in excess of the Required Premium, the benefits payable will not
include the increased benefit but will include the excess premium.

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,
John Hancock will pay in place of all other benefits an amount equal to the
greater of the premium paid or the Surrender Value, less any Indebtedness.

INCONTESTABILITY. The Policy, except for any provision for a disability
benefit or additional benefits provisions added after issue, shall be
incontestable other than for nonpayment of premiums after it has been in force
during the lifetime of the insured for 2 years from its issue date. If,
however, evidence of insurability is required with respect to any premium in
excess of the Required Premium, any increase in death benefit due to payment
of excess premium shall be incontestable after the increase has been in force
for 2 years from the increase date.

DEFERRAL OF DETERMINATION AND PAYMENTS. If the Policy is not on a fixed non-
forfeiture option, payment of any death, surrender, withdrawal or loan
proceeds will ordinarily be made within seven days after receipt at John
Hancock's Home 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.

John Hancock may defer any transaction requiring a determination of Account
Value for any period during which: (1) the disposal or valuation of the
Account's assets is not reasonably practicable because the New York Stock
Exchange is closed or conditions are such that, under the Commission's 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 John Hancock Owners.

Under a Policy being continued under a fixed non-forfeiture option, payment
of the cash value or loan proceeds may be deferred by John Hancock 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 10 days.

The foregoing description of Policy provisions is qualified by reference to
the specimen Policy which has been filed as an exhibit to the Registration
Statement.

REINSTATEMENT. The Policy may be reinstated in accordance with its terms
(including evidence of insurability satisfactory to John Hancock and payment
of the required premium and charges) within 3 years after the beginning of the
grace period unless the Surrender Value has been paid or otherwise exhausted,
or the period of any Fixed Extended Term Insurance has expired.

58
<PAGE>

APPENDIX--ILLUSTRATION OF DEATH BENEFITS
SURRENDER VALUES AND ACCUMULATED PREMIUMS

The following tables illustrate the changes in death benefit and surrender
value of the Policy, disregarding any Policy loans. Each table separately
illustrates the operation of a Policy for an identified issue age, premium
schedule and Sum Insured at Issue and shows how the death benefit and
surrender value (reflecting the deduction of the surrender charge, if any) may
vary over an extended period of time assuming 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 paid at the beginning of each Policy
year and will assist in a comparison of the death benefit and surrender value
figures set forth in the tables with those under other variable life insurance
policies which may be issued by John Hancock or other companies. The death
benefit and surrender value for a Policy would be different from those shown
if premiums are paid in different amounts or at different times or 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.

The amounts shown for the death benefit and surrender value are as of the
end of each Policy year. The tables headed "Using Current Charges" assume that
the current rates for insurance and charges for expenses will be made in each
year illustrated. The tables headed "Using Maximum Charges" assume that the
maximum (guaranteed) charge will be made for insurance and for expense charges
in each year illustrated. The amounts shown in all tables reflect an average
asset charge for the daily investment advisory expense charges to the
Portfolios of the Fund (equivalent to an effective annual rate of .60%) and an
assumed average asset charge for the annual nonadvisory operating expenses of
each Portfolio of the Fund (equivalent to an effective annual rate of .19%).
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 nine variable subaccounts. The actual charges
and expenses associated with any Policy will vary depending upon the actual
allocation of Policy values among subaccounts. During the first 11 Policy
years, the surrender values for the base Policy are the Account Values less
the Contingent Deferred Sales Charge (and, during the first four years, less
any unpaid Issue Charge). Thereafter the Account Value will be equal to the
surrender value.

The tables reflect that no charge is currently made to the Accounts for
Federal income taxes. However, John Hancock 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
paid 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 amounts shown for the death benefit and surrender value reflect Excess
Value, if any, applied under the Accumulate Option.

John Hancock will furnish upon request a comparable illustration reflecting
the proposed insured's age, sex, underwriting risk classification and the Sum
Insured at Issue or premium amount requested, and assuming annual premiums and
that the proposed insured is not a substandard underwriting risk
classification.

59
<PAGE>

PLAN: SCHEDULE PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,113 BASIC PREMIUM (1)
USING CURRENT CHARGES

(1) If premiums are paid more frequently than annually the payments would be
$556.50 semiannually, $278.25 quarterly, or $92.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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>

(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973.00 for a hypothetical
gross investment return of 0%, $8,658 for a gross return of 6%, and $0 for
a gross return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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:SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 40, PREFERRED UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE AT ISSUE--MODIFIED
$1,305 INITIAL BASIC PREMIUM AT ISSUE (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------- ---------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest --------------------------- ---------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,370 100,000 100,000 100,000 460 521 582
2 2,809 100,000 100,000 100,000 1,183 1,360 1,544
3 4,320 100,000 100,000 100,000 1,884 2,230 2,607
4 5,906 100,000 100,000 100,000 2,561 3,134 3,783
5 7,571 100,000 100,000 100,000 3,215 4,076 5,088
6 9,320 100,000 100,000 100,000 3,899 5,110 6,592
7 11,157 100,000 100,000 100,000 4,691 6,317 8,388
8 13,085 100,000 100,000 100,000 5,566 7,674 10,469
9 15,109 100,000 100,000 100,000 6,538 9,196 12,866
10 17,235 100,000 100,000 100,000 7,465 10,743 15,459
11 19,467 100,000 100,000 100,000 8,347 12,315 18,270
12 21,810 100,000 100,000 100,000 9,198 13,929 21,337
13 24,271 100,000 100,000 100,000 9,759 15,328 24,431
14 26,855 100,000 100,000 100,000 10,278 16,761 27,832
15 29,568 100,000 100,000 100,000 10,743 18,221 31,568
16 32,417 100,000 100,000 100,000 11,156 19,710 35,678
17 35,408 100,000 100,000 100,000 11,507 21,220 40,202
18 38,548 100,000 100,000 100,000 11,794 22,755 45,191
19 41,846 100,000 100,000 100,000 12,007 24,307 50,699
20 45,309 100,000 100,000 106,354 12,148 25,880 56,753
25 65,398 100,000 100,000 159,828 11,542 34,013 96,375
30 91,038 100,000 100,000 232,752 7,021 41,760 156,419
35 133,171 100,000 100,000 328,542 20,333 58,056 242,538
40 194,028 100,000 107,881 461,968 45,483 85,892 367,809
</TABLE>
- --------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,488 for a hypothetical
gross investment return of 0%, $4,148 for a gross return of 6%, and $0 for
a gross return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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:SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 40, PREFERRED UNDERWRITING RISK
SUM INSURED AT ISSUE (GUARANTEED DEATH BENEFIT) $100,000
PREMIUM SCHEDULE--LEVEL
$1,954 BASIC PREMIUM (1)
USING CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------- ---------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest --------------------------- ---------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
------ -------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 2,052 100,000 100,000 100,000 1,053 1,150 1,247
2 4,206 100,000 100,000 100,000 2,362 2,646 2,943
3 6,468 100,000 100,000 100,000 3,642 4,207 4,820
4 8,843 100,000 100,000 100,000 4,891 5,833 6,896
5 11,337 100,000 100,000 100,000 6,112 7,532 9,199
6 13,955 100,000 100,000 100,000 7,357 9,361 11,808
7 16,705 100,000 100,000 100,000 8,703 11,402 14,830
8 19,592 100,000 100,000 100,000 10,128 13,634 18,269
9 22,623 100,000 100,000 100,000 11,645 16,075 22,174
10 25,806 100,000 100,000 100,000 13,114 18,589 26,442
11 29,148 100,000 100,000 100,000 14,535 21,180 31,115
12 32,657 100,000 100,000 100,000 15,922 23,866 36,252
13 36,342 100,000 100,000 100,000 17,016 26,394 41,648
14 40,211 100,000 100,000 104,801 18,066 29,018 47,596
15 44,273 100,000 100,000 115,851 19,063 31,737 54,105
16 48,538 100,000 100,000 127,546 20,009 34,558 61,229
17 53,017 100,000 100,000 139,928 20,893 37,480 69,015
18 57,719 100,000 100,000 153,050 21,718 40,513 77,525
19 62,657 100,000 100,000 166,948 22,475 43,660 86,817
20 67,841 100,000 100,000 181,709 23,164 46,931 96,963
25 97,922 100,000 108,284 270,920 25,462 65,294 163,362
30 136,313 100,000 128,209 392,767 24,528 86,162 263,956
35 185,310 100,000 148,308 562,988 19,005 109,484 415,612
40 247,845 100,000 170,336 806,753 4,468 135,618 642,319
</TABLE>
- --------
(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.84 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.

63
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------- ---------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest --------------------------- ---------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------ -------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,169 100,000 100,000 100,000 340 389 439
2 2,396 100,000 100,000 100,000 963 1,103 1,251
3 3,684 100,000 100,000 100,000 1,580 1,855 2,155
4 5,037 100,000 100,000 100,000 2,191 2,645 3,160
5 6,458 100,000 100,000 100,000 2,792 3,475 4,278
6 7,949 100,000 100,000 100,000 3,418 4,381 5,560
7 9,515 100,000 100,000 100,000 4,102 5,400 7,052
8 11,160 100,000 100,000 100,000 4,837 6,526 8,762
9 12,886 100,000 100,000 100,000 5,626 7,766 10,710
10 14,699 100,000 100,000 100,000 6,400 9,049 12,844
11 16,603 100,000 100,000 100,000 7,156 10,376 15,180
12 18,602 100,000 100,000 100,000 7,893 11,749 17,741
13 20,700 100,000 100,000 100,000 8,474 13,032 20,413
14 22,904 100,000 100,000 100,000 9,032 14,360 23,356
15 25,218 100,000 100,000 100,000 9,565 15,734 26,599
16 27,647 100,000 100,000 100,000 10,071 17,154 30,173
17 30,198 100,000 100,000 107,808 10,549 18,620 34,092
18 32,877 100,000 100,000 117,575 10,997 20,136 38,378
19 35,689 100,000 100,000 127,852 11,413 21,701 43,064
20 38,643 100,000 100,000 138,673 11,798 23,318 48,186
25 55,776 100,000 100,000 202,259 13,173 32,246 81,793
30 77,644 100,000 100,000 285,920 13,345 42,746 133,533
35 105,553 100,000 103,039 396,977 11,566 54,984 211,834
40 141,173 100,000 113,815 545,178 6,673 68,629 328,737
45 186,634 100,000 123,871 743,567 0 83,247 499,709
50 244,655 100,000 132,987 1,009,129 0 98,174 744,965
55 318,706 100,000 142,057 1,365,865 0 113,103 1,087,472
</TABLE>
- --------
(1) If premiums are paid more frequently than annually the payments would be
$556.50 semiannually, $278.25 quarterly, or $92.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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.

64
<PAGE>

PLAN:SCHEDULED PREMIUM VARIABLE WHOLE LIFE
MALE, ISSUE AGE 25, STANDARD NON-SMOKER UNDERWRITING RISK SUM INSURED AT
ISSUE (GUARANTEED DEATH BENEFIT) $100,000 PREMIUM SCHEDULE AT ISSUE--
MODIFIED $708 INITIAL BASIC PREMIUM AT ISSUE (1) USING MAXIMUM CHARGES
<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------- ---------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest --------------------------- ---------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
------ -------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 743 100,000 100,000 100,000 0 0 24
2 1,524 100,000 100,000 100,000 227 300 377
3 2,344 100,000 100,000 100,000 483 622 774
4 3,204 100,000 100,000 100,000 737 962 1,218
5 4,108 100,000 100,000 100,000 986 1,320 1,715
6 5,057 100,000 100,000 100,000 1,264 1,733 2,310
7 6,053 100,000 100,000 100,000 1,603 2,234 3,041
8 7,099 100,000 100,000 100,000 1,998 2,819 3,909
9 8,197 100,000 100,000 100,000 2,451 3,490 4,926
10 9,350 100,000 100,000 100,000 2,893 4,179 6,027
11 10,561 100,000 100,000 100,000 3,319 4,882 7,221
12 11,833 100,000 100,000 100,000 3,731 5,601 8,516
13 13,168 100,000 100,000 100,000 3,988 6,197 9,784
14 14,570 100,000 100,000 100,000 4,226 6,804 11,172
15 16,042 100,000 100,000 100,000 4,442 7,421 12,689
16 17,587 100,000 100,000 100,000 4,633 8,045 14,348
17 19,210 100,000 100,000 100,000 4,797 8,675 16,162
18 20,914 100,000 100,000 100,000 4,934 9,310 18,149
19 22,703 100,000 100,000 100,000 5,039 9,948 20,325
20 24,581 100,000 100,000 100,000 5,115 10,588 22,711
25 35,480 100,000 100,000 100,000 4,942 13,746 38,687
30 49,391 100,000 100,000 136,805 3,507 16,507 63,892
35 67,144 100,000 100,000 191,253 0 17,970 102,056
40 89,803 100,000 100,000 263,770 0 16,648 159,051
45 118,721 100,000 100,000 360,730 0 9,042 242,426
50 185,091 100,000 100,000 487,096 12,515 17,201 359,586
55 291,976 100,000 100,000 654,949 26,450 42,469 521,456
</TABLE>
- --------
(1) If premiums are paid more frequently than annually the payments would be
$354.00 semiannually, $177.00 quarterly, or $59.00 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical
gross investment return of 0%, $9,608 for a gross return of 6%, and $0 for
a gross return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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.

65
<PAGE>

(1) If premiums are paid more frenquently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.84 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments.
(2) The premium accumulated at 5% interest in Column 2 are those payable is
the gross investment return is 6%.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION 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
THE OWNER. THE DEATH BENEFIT AND SURRENDER 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 ALSO 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.

66
<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------- ---------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy At 5% Interest --------------------------- ---------------------------
Year Per Year(2) 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
------ -------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,370 100,000 100,000 100,000 302 358 414
2 2,809 100,000 100,000 100,000 858 1,015 1,179
3 4,320 100,000 100,000 100,000 1,381 1,682 2,011
4 5,906 100,000 100,000 100,000 1,867 2,357 2,914
5 7,571 100,000 100,000 100,000 2,316 3,043 3,903
6 9,320 100,000 100,000 100,000 2,791 3,803 5,051
7 11,157 100,000 100,000 100,000 3,355 4,703 6,432
8 13,085 100,000 100,000 100,000 3,993 5,726 8,044
9 15,109 100,000 100,000 100,000 4,718 6,886 9,911
10 17,235 100,000 100,000 100,000 5,396 8,049 11,915
11 19,467 100,000 100,000 100,000 6,024 9,213 14,068
12 21,810 100,000 100,000 100,000 6,593 19,370 16,382
13 24,271 100,000 100,000 100,000 6,852 11,267 18,622
14 26,855 100,000 100,000 100,000 7,040 12,145 21,054
15 29,568 100,000 100,000 100,000 7,148 12,993 23,692
16 32,417 100,000 100,000 100,000 7,171 13,807 26,562
17 35,408 100,000 100,000 100,000 7,102 14,580 29,690
18 38,548 100,000 100,000 100,000 6,938 15,307 33,111
19 41,846 100,000 100,000 100,000 6,671 15,980 36,860
20 45,309 100,000 100,000 100,000 6,293 16,591 40,981
25 65,398 100,000 100,000 114,051 2,155 18,120 68,772
30 91,038 100,000 100,000 164,226 0 14,689 110,367
35 147,804 100,000 100,000 224,180 12,515 24,381 165,495
40 238,352 100,000 100,000 300,988 26,450 48,670 239,640
</TABLE>
- --------
(1) If premiums are paid more frequently than annually the payments would be
$652.50 semiannually, $326.25 quarterly, or $108.75 on a special monthly
basis. The death benefits and surrender values shown would be affected by
the more frequent premium payments. The basic premium (annual) after a
recalculation at age 72 will be as follows: $9,973 for a hypothetical
gross investment return of 0%, $8,568 for a gross return of 6%, and $0 for
a gross return of 12%.
(2) The premiums accumulated at 5% interest in Column 2 are those payable if
the gross investment return is 6%.

67
<PAGE>

- --------------------------------------------------------------------------------

[LOGO OF JOHN HANCOCK APPEARS HERE]

POLICIES ISSUED BY JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE, BOSTON, MASSACHUSETTS 02117

S8138UVNY 5/95

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

John Hancock Mutual Life
Insurance Company
(John Hancock)
[FLEX VI JOHN HANCOCK LOGO APPEARS HERE]

SCHEDULED PREMIUM VARIABLE LIFE INSURANCE POLICY
JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

LIFE AND ANNUITY SERVICES P.O. BOX 111 BOSTON, MASSACHUSETTS 02117

TELEPHONE 1-800-REAL LIFE (1-800-732-5543) FAX 617-572-5410

PROSPECTUS MAY 1, 1996

The scheduled premium variable life policy ("Policy") described in this
Prospectus can be funded, at the discretion of the Owner, by up to ten of the
variable subaccounts of John Hancock Mutual Variable Life Insurance Account UV
("Account"), by a fixed subaccount (the "Fixed Account"), or by a combination
of the Fixed Account and up to nine of the variable subaccounts (collectively,
"the subaccounts"). The assets of each variable subaccount will be invested in
a corresponding Portfolio of John Hancock Variable Series Trust I, a mutual
fund advised by John Hancock Mutual Life Insurance Company ("John Hancock") or
of M Fund, Inc., a mutual fund advised by M Financial Investment Advisers,
Inc. (collectively, the "Funds"). The assets of the Fixed Account will be
invested in the general account of John Hancock Mutual Life Insurance Company
("John Hancock").

The prospectuses for the Funds, which are attached to this Prospectus,
describe the investment objectives, policies and risks of investing in the
Portfolios of Variable Series Trust I: Growth and Income (formerly Stock),
Large Cap Growth (formerly Select Stock), Sovereign Bond (formerly Bond),
Money Market, Managed, Real Estate Equity, International Equities (formerly
International), Short-Term U.S. Government, Special Opportunities, Small Cap
Growth, Small Cap Value, Mid Cap Growth, Mid Cap Value, International
Balanced, International Opportunities, Large Cap Value, Strategic Bond and
Equity Index and in the Portfolios of M Fund Inc.: Edinburgh Overseas Equity,
Turner Core Growth and Frontier Capital Appreciation.

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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY.................................................................... 1
JOHN HANCOCK............................................................... 6
THE ACCOUNT AND THE SERIES FUNDS........................................... 6
THE FIXED ACCOUNT.......................................................... 10
POLICY PROVISIONS AND BENEFITS............................................. 10
Requirements for Issuance of Policy...................................... 10
Premiums................................................................. 11
Account Value and Surrender Value........................................ 14
Death Benefits........................................................... 14
Value Options............................................................ 15
Partial Withdrawal of Excess Value....................................... 16
Transfers Among Subaccounts.............................................. 17
Telephone Transfers and Policy Loans..................................... 17
Loan Provisions and Indebtedness......................................... 18
Default and Options on Lapse............................................. 18
Exchange Privilege....................................................... 19
CHARGES AND EXPENSES....................................................... 19
Charges Deducted from Premiums........................................... 19
Sales Charges............................................................ 20
Reduced Charges for Eligible Groups...................................... 21
Charges Deducted from Account Value...................................... 21
DISTRIBUTION OF POLICIES................................................... 24
TAX CONSIDERATIONS......................................................... 25
Policy Proceeds.......................................................... 25
Charge for John Hancock's Taxes.......................................... 25
Corporate and H.R. 10 Plans.............................................. 25
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK.................. 26
REPORTS.................................................................... 27
VOTING PRIVILEGES.......................................................... 27
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE........................... 28
STATE REGULATION........................................................... 28
LEGAL MATTERS.............................................................. 28
REGISTRATION STATEMENT..................................................... 28
EXPERTS.................................................................... 29
FINANCIAL STATEMENTS....................................................... 29
APPENDIX--OTHER POLICY PROVISIONS.......................................... 57
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
ACCUMULATED PREMIUMS...................................................... 59
</TABLE>

INDEX OF DEFINED WORDS AND PHRASES

Below are listed certain words and phrases used in this Prospectus, together
with identification of the page on which each is defined or explained:

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Account Value....................................................... 14
Attained Age........................................................ 15
Basic Death Benefit................................................. 15
Basic Premium....................................................... 11
Benchmark Value..................................................... 15
Contingent Deferred Sales Charge.................................... 20
Current Death Benefit............................................... 15
Death Benefit Factor................................................ 15
Excess Value........................................................ 15
Experience Component................................................ 15
Extra Death Benefit................................................. 15
Fixed Account....................................................... 10
Grace Period........................................................ 18
Guaranteed Death Benefit............................................ 14
Home Office......................................................... 6
Indebtedness........................................................ 18
Investment Rule..................................................... 13
Issue Charge........................................................ 21
Level Schedule...................................................... 12
Loan Account........................................................ 17
Minimum First Premium............................................... 11
Modified Schedule................................................... 12
Premium Component................................................... 14
Premium Credit Factor............................................... 16
Premium Processing Charge........................................... 19
Premium Recalculation............................................... 12
Required Premium.................................................... 11
Subaccount.......................................................... Cover
Sum Insured at Issue................................................ 16
Surrender Value..................................................... 14
Valuation Date...................................................... 9
Value Option........................................................ 15
</TABLE>
<PAGE>

SUMMARY

WHAT IS THE VARIABLE LIFE POLICY BEING OFFERED?

John Hancock Mutual Life Insurance Company ("John Hancock") issues variable
life insurance Policies. The Policies described in this Prospectus are
scheduled annual premium policies that provide for additional premium
flexibilities. John Hancock also issues other forms of variable life insurance
policies. These other policies are offered by means of other prospectuses.

The Policies work generally as follows: the Owner periodically gives John
Hancock enough premium to meet the premium schedule selected. John Hancock
takes from each premium an amount for expenses, taxes, and sales load. John
Hancock then places the rest of the premium into as many as ten subaccounts as
directed by the Owner. The assets allocated to each variable subaccount are
invested in shares of the corresponding Portfolio of the Fund. The currently
available Portfolios are identified on the cover of this Prospectus. The
assets allocated to the Fixed Account are invested in the general account of
John Hancock. During the year, John Hancock takes charges from each subaccount
and credits or charges each subaccount with its respective investment
performance. The insurance charge, which is deducted from the invested assets
attributable to each Policy ("Account Value"), varies monthly with the then
attained age of the insured and with the amount of insurance provided at the
start of each month.

1
<PAGE>

sum of any unpaid Issue Charge and any Contingent Deferred Sales Charge and
less any Indebtedness. If the Owner surrenders in the early policy years, the
amount of Surrender Value would be low (as compared with other investments
without sales charges) and, consequently, the insurance protection provided
prior to surrender would be costly.

WHAT IS THE AMOUNT OF THE PREMIUMS?

WHAT IS JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV?

The Account is a separate investment account of John Hancock, operated as a
unit investment trust, which supports benefits payable under the Policies.
Each variable subaccount within the Account is invested in a corresponding
Portfolio of John Hancock Variable Series Trust I, or of M Fund, Inc., each of
which is a "series" type of mutual fund. The Portfolios of the Fund which are
currently available are Growth and Income, Large Cap Growth, Sovereign Bond,
Money Market, Managed, Real Estate Equity, International Equities, Short-Term
U.S. Government, Special Opportunities, Small Cap Growth, Small Cap Value, Mid
Cap Growth, Mid Cap Value, International Balanced, International
Opportunities, Large Cap Value, Strategic Bond, Equity Index, Edinburgh
Overseas Equity, Turner Core Growth and Frontier Capital Appreciation.

John Hancock receives a fee from John Hancock Variable Series Trust I for
providing investment management services with respect to the Growth and
Income, Sovereign Bond and Money Market Portfolios at an annual rate of .25%
of the net assets with respect to the Large Cap Growth and Managed Portfolios,
at an annual rate of .40% of the first $500 million of the net assets and at
lesser percentages for amounts above $500 million; with respect to the Short-
Term U.S. Government Portfolio at an annual rate of .50% of the first $250
million of the average daily net assets and, at lesser percentages for amounts
above $250 million; with respect to the Real Estate Equity Portfolio, at an
annual rate of .60% of the first $300 million of

2
<PAGE>

the net assets and at lesser percentages for amounts above $300 million; with
respect to the International Equities Portfolio, at an annual rate of .60% of
the first $250 million of the net assets and at lesser percentages for amounts
above $250 million; and with respect to the Special Opportunities Portfolio,
at an annual rate of .75% of the first $250 million of the average daily net
assets and at lesser percentages for amounts above $250 million; with respect
to the Equity Index Portfolio at an annual rate of 0.25% of the net assets;
with respect to the Large Cap Value and Small Cap Growth Portfolios at an
annual rate of 0.75% of the net assets; with respect to the Mid Cap Growth
Portfolio at an annual rate of 0.85% for the first $100,000,000 of net assets
and at lesser percentages for amounts above $100,000,000; with respect to the
Mid Cap Value Portfolio at an annual rate of 0.80% of the first $250,000,000
of net assets and at lesser percentages for amounts above $250,000,000; with
respect to the Small Cap Value Portfolio at an annual rate of 0.80% of the
first $100,000,000 of net assets and at lesser percentages for amounts above
$100,000,000; with respect to the Strategic Bond Portfolio at an annual rate
of 0.75% of the first $25,000,000 of net assets and at lesser percentages for
amounts above $25,000,000; with respect to the International Opportunities
Portfolio at an annual rate of 1% of the first $20,000,000 of net assets and
at lesser percentages for amounts above $20,000,000; and for the International
Balanced Portfolio at an annual rate of 0.85% of the first $100,000,000 of net
assets and at a lesser percentage for amounts above $100,000,000.

M Financial Investment Advisers, Inc., receives a fee from M Fund, Inc. for
providing investment management services with respect to the Overseas Equity
Portfolio at an annual rate of 1.05% of the first $10 million of the average
daily net assets and at an annual rate of .90% of the next $15 million of the
average daily net assets and at lesser percentages for amounts above $25
million; with respect to the Core Growth Portfolio at an annual rate of .45%
of the average daily net assets; and with respect to the Capital Appreciation
Portfolio at an annual rate of .90% of the average daily net assets.

For a full description of the Funds, see the prospectuses for the Funds
attached to this Prospectus.

WHAT ARE THE CHARGES MADE BY JOHN HANCOCK?

Premium Processing Charge. A charge not to exceed $2 is deducted from each
premium payment.

State Premium Tax Charge. A charge equal to 2 1/2% of each premium payment
after deduction of the Premium Processing Charge.

Sales Charge Deduction from Premium. A charge equal to 5% of each premium
payment after deduction of the Premium Processing Charge.

Issue Charges. A charge deducted monthly from Account Value in 48 equal
installments totalling $240 per Policy and 48c per $1000 of Sum Insured at
Issue.

Maintenance Charge. A charge deducted monthly from Account Value in an
amount equal to no more than $4 per Policy and 2c per $1000 of current Sum
Insured.

3
<PAGE>

Charge for Mortality and Expense Risks. A charge made daily at an effective
annual rate of .60% of the assets of the Account.

Charge for Partial Withdrawal. A charge equal to the lesser of $25 or 2% of
the amount withdrawn made against Account Value at the time of withdrawal.

See "Charges and Expenses", Page 19, for a full description of the charges
under the Policy.

IS THERE A CHARGE AGAINST THE ACCOUNT FOR FEDERAL INCOME TAX?

WHAT IS THE RELATIONSHIP BETWEEN THE PREMIUM AND THE AMOUNT ALLOCATED TO THE
SUBACCOUNTS?

HOW ARE AMOUNTS ALLOCATED TO EACH SUBACCOUNT?

WHAT COMMISSIONS ARE PAID TO AGENTS?

4
<PAGE>

year are not equal to the deduction for sales load, including any Contingent
Deferred Sales Charge, 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.

WHAT IS THE DEATH BENEFIT?

HOW DOES THE ACCOUNT VALUE OF A POLICY VARY IN RELATION TO THE SUBACCOUNTS'
INVESTMENT EXPERIENCE?

WHAT IS THE LOAN PROVISION AND HOW DOES A LOAN AFFECT THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE?

IS THERE A SHORT-TERM CANCELLATION RIGHT?

WHAT IS THE EXCHANGE PRIVILEGE ALLOWED AN OWNER?

ARE THE BENEFITS UNDER A POLICY SUBJECT TO FEDERAL INCOME TAX?

5
<PAGE>

Owner will not be deemed to be in constructive receipt of the cash values of
the Policy until values are actually received through withdrawal, surrender or
other distributions. 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.

JOHN HANCOCK

John Hancock, a mutual life insurance company, is authorized to transact a
life insurance and annuity business in Massachusetts and all other states.

John Hancock is a company chartered in Massachusetts in 1862. Its Home
Office is at John Hancock Place, Boston, Massachusetts 02117. John Hancock's
assets are over $45 billion.

THE ACCOUNT AND THE SERIES FUNDS

The assets in the subaccounts of the Account are invested in corresponding
Portfolios of the Funds, but the assets of one variable subaccount are not
necessarily legally insulated from liabilities associated with another
variable subaccount. New variable subaccounts may be added or existing
variable subaccounts may be deleted as new Portfolios are added to or deleted
from the Funds and made available to Owners.

6
<PAGE>

THE SERIES FUNDS

Each Fund is a "series" type of mutual fund registered with the Commission
under the 1940 Act as an open-end diversified management investment company.
Each 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
prospectuses for a description of a need to monitor for possible conflicts and
other consequences.) A very brief summary of the investment objectives of each
Portfolio is set forth below.

Growth and Income (formerly Stock) Portfolio

Large Cap Growth (formerly Select Stock) Portfolio

Sovereign Bond (formerly Bond) Portfolio

Money Market Portfolio

Managed Portfolio

Real Estate Equity Portfolio

International Equities (formerly International) Portfolio. The investment
objective of this Portfolio is to achieve long-term growth of capital by
investing primarily in foreign equity securities.

Special Opportunities Portfolio. The investment objective of this Portfolio
is to achieve long-term capital appreciation by emphasizing investments in
equity securities of issuers in various economic sectors.

7
<PAGE>

Mid Cap Growth Portfolio: to provide long-term growth of capital through a
non-diversified portfolio investing largely in common stocks of mid-sized
companies.

Small Cap Growth Portfolio: to provide long-term growth of capital through a
diversified portfolio investing primarily in common stocks of small emerging
growth companies.

Small Cap Value Portfolio: to provide long-term growth of capital by
investing in a well diversified portfolio of common stocks of small-sized
companies exhibiting value characteristics.

Strategic Bond Portfolio: to provide a high total return consistent with
moderate risk of capital and maintenance of liquidity, from a portfolio of
domestic and international fixed income securities.

International Opportunities Portfolio: to provide capital appreciation
through investments in common stocks of primarily well-established, non-United
States Companies.

International Balanced Portfolio: to maximize total U.S. dollar return,
consisting of capital appreciation and current income, through investment in
non-U.S. equity and fixed income securities.

John Hancock acts as the investment manager for the Portfolios described
above, and John Hancock's indirectly owned subsidiary, Independence Investment
Associates, Inc., with its principal place of business at 53 State Street,
Boston, Massachusetts, provides sub-investment advice with respect to the
Growth and Income, Large Cap Growth, Managed, Real Estate Equity, Equity Index
and Short-Term U.S. Government Portfolios. Another indirectly owned
subsidiary, John Hancock Advisers, Inc., located at 101 Huntington Avenue,
Boston, Massachusetts, and its subsidiary, John Hancock Advisers
International, Limited, located at 34 Dover Street, London, England, provide
sub-investment advice with respect to the International Equities Portfolio,
and John Hancock Advisers, Inc. does likewise with respect to the Sovereign
Bond, Small Cap Growth and Special Opportunities Portfolios.

8
<PAGE>

Invesco Management and Research located at 101 Federal Street, Boston, MA
02110, is the sub-investment adviser to the Small Cap Value Portfolio. Janus,
with its principal place of business at 100 Filmore Street, Denver, CO 80206,
is the sub-investment adviser to the Mid Cap Growth Portfolio. Neuberger and
Berman Investment Management of 605 Third Avenue, New York, NY 10158, provides
sub-investment advice to the Mid Cap Value Portfolio. J.P. Morgan Investment
Management Inc., located at 522 Fifth Avenue, New York, NY 10036, provides
investment advice with respect to the Strategic Bond Portfolio and Brinson
Partners, Inc., of 209 S. LaSalle Street, Chicago, IL 60604, does likewise
with respect to the International Balanced Portfolio.

Edinburgh Overseas Equity Portfolio. Its investment objective is long-term
capital appreciation with reasonable investment risk through active management
and investment in common stock and common stock equivalents of foreign
issuers. Current income, if any, is incidental.

Turner Core Growth Portfolio. The investment objective of this Portfolio is
to seek long-term capital appreciation through a diversified portfolio of
common stocks that show strong earnings potential with reasonable market
prices.

Frontier Capital Appreciation Portfolio. This Portfolio seeks maximum
capital appreciation through investment in common stock of companies of all
sizes, with emphasis on stocks of small- to medium-capitalization companies.
Importance is placed on growth and price appreciation, rather than income.

M Financial Investment Advisers, Inc., acts as the investment manager for
the three Portfolios described above. Edinburgh Fund Managers PLC, provides
sub-investment advice to the Edinburgh Overseas Equity Portfolio; Turner
Investment Partners, Inc. provides sub-investment advice to the Turner Core
Growth Portfolio; and Frontier Capital Management Company, Inc., provides sub-
investment advice to the Frontier Capital Appreciation Portfolio.

A full description of each Fund, its investment objectives, policies and
restrictions, its charges, expenses and all other aspects of its operation is
contained in the attached prospectuses and the statement of additional
information referred to therein, which should be read together with this
Prospectus.

9
<PAGE>

THE FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in John
Hancock's general account have not been registered under the Securities Act of
1933 and the general account has not been registered as an investment company
under the 1940 Act. Accordingly, neither the general account nor any interests
therein are subject to the provisions of these Acts, and John Hancock has been
advised that the staff of the Securities and Exchange Commission has not
reviewed the disclosure in this prospectus relating to the Fixed Account.
Disclosure regarding the Fixed Account may, however, be subject to certain
generally-applicable provisions of the Federal securities laws relating to
accuracy and completeness of statements made in prospectuses.

POLICY PROVISIONS AND BENEFITS

REQUIREMENTS FOR ISSUANCE OF POLICY

10
<PAGE>

directly reflect the sex of the insured in either the premium rates or the
charges or values under the Policy. Accordingly, the illustrations, factors
and premiums set forth in this Prospectus may differ for such Policies.

PREMIUMS

Payment Schedule

Minimum Premium Requirements

In the second Policy year, one-half of the Required Premium for the second
Policy year must be received on or before the last Valuation Date in the sixth
Policy month.

Failure to satisfy a premium requirement on a scheduled due date may cause
the Policy to terminate. See "Default and Options on Lapse".

Amount of Required Premium

11
<PAGE>

because the insured is an extra mortality risk or because additional insurance
benefits have been purchased. The Basic Premium is a level amount that does
not change if the Level Schedule is selected. If the Modified Schedule is
selected, the Basic Premium does not change until the Premium Recalculation
occurs. See "Choice of Premium Schedule" and "Premium Recalculation".

Choice of Premium Schedule

A comparison of the Basic Premiums at issue under the Level and Modified
Schedules for a Sum Insured at issue of $100,000 for a male is shown below:

<TABLE>
<CAPTION>
Issue
Age Level Modified
----- ----- --------
<S> <C> <C>
25 $1,113 $ 708
40 $ 954 $1,305
55 $3,869 $2,585
</TABLE>

Premium Recalculation (Modified Schedule Only)

12
<PAGE>

Billing, Allocation of Premium Payments (Investment Rule)

There are three exceptions to the normal practice of processing a premium
payment as of the end of the Valuation Period in which it is received:

(1) A payment received prior to a Policy's issue date will be processed
as if received on the Valuation Date immediately preceding the
issue date.

Flexibility as to Premium Payments

13
<PAGE>

ACCOUNT VALUE AND SURRENDER VALUE

Amount of Surrender Value. The Surrender Value will be the Account Value
less the sum of any unpaid Issue Charge and any Contingent Deferred Sales
Charge and less any Indebtedness.

DEATH BENEFITS

The death benefit payable is the greater of the Guaranteed Death Benefit,
including any Extra Death Benefit, or the Current Death Benefit.

14
<PAGE>

VALUE OPTIONS

The Benchmark Value depends upon the Policy's Guaranteed Death Benefit, the
Required Premium, any Indebtedness, the sex and attained age of the insured,
and any Surrender Charge. The formula describing precisely how Benchmark Value
is calculated on each Policy anniversary is set forth in the Policy under
"Excess Value". In general, the Benchmark Value increases as more guarantees
are provided in the Policy, either in the form of higher Guaranteed Death
Benefits or lower premiums. The Benchmark value is also not less than 110% of
any Indebtedness. The Benchmark Value generally increases as the attained age
of the insured increases.

15
<PAGE>

underwriting rules, its date of approval. Any change in election does not
affect amounts previously applied under any Value Option.

The Policy includes three Value Options:

The Basic Premium Reduction Option permanently decreases the amount of the
Basic Premium that would otherwise have to be paid in a Policy year to avoid a
lapse at the end of the year. The Basic Premium Reduction Option is available
only on the Level Schedule. No limit is currently placed on the amount that
may be applied from either component except that the Basic Premium may not be
reduced below zero. Amounts applied from the Premium Component reduce the
cumulative amounts of premiums received under the Policy for purposes of
determining whether the Policy will continue to remain in force. A Guaranteed
Death Benefit Charge (see "Charges and Expenses") is made against the Account
Value to cover the risk assumed by John Hancock that the Guaranteed Death
Benefit will remain in effect notwithstanding the lower future premiums. The
reduction in Basic Premium equals the amount applied, less the Guaranteed
Death Benefit Charge, divided by the Premium Credit Factor shown in the
Policy. The Premium Credit Factor depends upon the sex and the then attained
age of the insured. The Premium Credit Factor decreases from year to year as
the attained age of the insured increases. For example, the Premium Credit
Factor for a female age 60 is 13.6798, for a female age 61 is 13.3382.

PARTIAL WITHDRAWAL OF EXCESS VALUE

16
<PAGE>

Guaranteed Death Benefit, a partial withdrawal will not affect the death
benefit payable. An amount equal to the lesser of $25 or 2% of the amount
withdrawn is charged against Account Value for each partial withdrawal.

TRANSFERS AMONG SUBACCOUNTS

17
<PAGE>

John Hancock employs procedures which include requiring personal
identification, tape recording calls, and providing written confirmation to
the Owner. If John Hancock does not employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, it may be liable for
any loss due to unauthorized or fraudulent instruction.

LOAN PROVISIONS AND INDEBTEDNESS

DEFAULT AND OPTIONS ON LAPSE

18
<PAGE>

payment of each such amount. (This grace period does not apply to the receipt
of the Minimum First Premium.) The insurance continues in full force during
the grace period but, if the insured dies during the grace period, the amount
in default is deducted from the death benefit otherwise payable.

If no option has been elected before the end of the grace period, 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.

EXCHANGE PRIVILEGE

The foregoing description of Policy provisions is qualified by reference to
the specimen Policy which has been filed as an exhibit to the Registration
Statement.

CHARGES AND EXPENSES

CHARGES DEDUCTED FROM PREMIUMS

In addition to part of the sales charge (see "Sales Charges" below), the
following charges are deducted from premiums:

19
<PAGE>

processing charges than those who pay premiums more frequently. The processing
charge is currently $2 but may be different for payments made under special
billing arrangements acceptable to John Hancock.

SALES CHARGES

20
<PAGE>

REDUCED CHARGES FOR ELIGIBLE GROUPS

The sales charges and Issue Charge (described below) otherwise applicable
may be reduced with respect to Policies issued to a class of associated
individuals or to a trustee, employer or similar entity where John Hancock
anticipates that the sales to the members of the class will result in lower
than normal sales and administrative expenses. These reductions will be made
in accordance with John Hancock's rules in effect at the time of the
application for a Policy. The factors considered by John Hancock in
determining the eligibility of a particular group for reduced charges, and the
level of the reduction, are as follows: the nature of the association and its
organizational framework; the method by which sales will be made to the
members of the class; the facility with which premiums will be collected from
the associated individuals and the association's capabilities with respect to
administrative tasks; the anticipated persistency of the policies, the size of
the class of associated individuals and the number of years it has been in
existence; and any other such circumstances which justify a reduction in sales
or administrative expenses. Any reduction will be reasonable and will apply
uniformly to all prospective Policy purchasers in the class and will not be
unfairly discriminatory to the interests of any Policyowner.

CHARGES DEDUCTED FROM ACCOUNT VALUE

In addition to the possible transfer charge discussed above under "Transfers
Among Subaccounts", the following charges are deducted from Account Value:

21
<PAGE>

22
<PAGE>

An insured who is charged an additional Required Premium because of the
extra mortality risk may not be eligible to exercise the Extra Death Benefit
Value Option.

23
<PAGE>

The state premium tax charge, sales charges, mortality and expense risk
charge, the charge for partial withdrawals and the Issue Charge are guaranteed
not to increase over the life of the Policy. Any charge for transfers among
subaccounts, the Premium Processing Charge, the maintenance charge, the
Guaranteed Death Benefit Charges and the insurance charge are guaranteed not
to exceed the maximums set forth in the Policy.

Fund Investment Management Fee. The Account purchases shares of the Funds at
net asset value, a value which reflects the deduction from the assets of each
Fund of its investment management fee which is described briefly in the
Summary of this prospectus and of certain non-advisory operating expenses. For
a full description of these deductions, see the attached prospectuses for the
Funds.

DISTRIBUTION OF POLICIES

24
<PAGE>

TAX CONSIDERATIONS

POLICY PROCEEDS

John Hancock also believes that, except as noted below, 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.

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 advisor.

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 JOHN HANCOCK'S TAXES

CORPORATE AND H.R. 10 PLANS

25
<PAGE>

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF John Hancock

The Directors and Executive Officers of John Hancock and their principal
occupations during the past five years are as follows:

<TABLE>
<CAPTION>
Directors Principal Occupations
--------- ---------------------
<S> <C>
Samuel W. Bodman Chairman of the Board and Chief Execu-
tive Officer, Cabot Corporation (chemi-
cals)
Nelson S. Gifford Director, formerly Chairman of the
Board, Dennison Manufacturing Company,
Inc. (paper products).
William L. Boyan President and Chief Operating Officer,
John Hancock
Kathleen F. Feldstein President, Economics Studies Inc. (con-
sultant).
Lawrence K. Fish Chairman and Chief Executive Officer,
Citizens Financial Group (banking).
E. James Morton Director, formerly Chairman of the
Board, John Hancock
John F. Magee Chairman of the Board, Arthur D. Little,
Inc. (management consultant).
John M. Connors, Jr. President and Chief Executive Officer,
Hill, Holliday, Connors, Cosmopoulos,
Inc. (advertising).
Stephen L. Brown Chairman of the Board and Chief Execu-
tive Officer, John Hancock
Thomas L. Phillips Director, formerly Chairman of the
Board, Raytheon Company (electronics).
I. MacAllister Booth Chairman of the Board and Chief
Executive Officer, Polaroid Corporation
(photographic products)
C. Vincent Vappi Retired, formerly Chairman of the Board,
Vappi & Company, Inc. (construction).
Randolph W. Bromery Interim President, Springfield College.
Delbert C. Staley Retired; formerly Chairman of the Board,
NYNEX Corporation (telephone utility).
David F. D'Alessandro Senior Executive Vice President, John
Hancock
Joan T. Bok Chairman of the Board, New England Elec-
tric System (electric utility).
Robert E. Fast Partner, Hale and Dorr (law firm).
Foster L. Aborn Vice Chairman of the Board, John Hancock
Richard F. Syron Chairman of the Board and Chief Execu-
tive Officer, American Stock Exchange.
Michael C. Hawley President and Chief Operating Officer,
The Gillette Company (razors).
<CAPTION>
Executive Officers
------------------
<S> <C>
Diane M. Capstaff Executive Vice President
Thomas E. Moloney Executive Vice President
Richard S. Scipione General Counsel
Bruce E. Skrine Vice President and Secretary
</TABLE>

26
<PAGE>

The business address of all Directors and officers of John Hancock is John
Hancock Place, Boston, Massachusetts 02117.

REPORTS

Owners will be sent semiannually a report containing the financial
statements of the Funds, including a list of securities held in each
Portfolio.

VOTING PRIVILEGES

All of the assets in the variable subaccounts of the Account are invested in
shares of the corresponding Portfolios of the Funds. John Hancock will vote
the shares of each of the Portfolios of the Funds which are deemed
attributable to the Policies at regular and special meetings of the Funds'
shareholders in accordance with instructions received from owners of all
policies funded through the Account's corresponding variable subaccount.
Shares of the Funds held in the Account which are not attributable to the
Policies and shares for which instructions from owners are not received will
be voted by John Hancock for and against each matter in the same proportions
as the votes based upon the instructions received from the owners of all
policies funded through the Account's corresponding variable subaccount.

Owners of Policies may give instructions regarding the election of the Board
of Trustees of each 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 John Hancock in order that voting instructions may be
given.

John Hancock 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 Funds. John Hancock also may disregard voting instructions in favor of
changes initiated by an Owner or a Fund's Board of Trustees in the investment
policy, investment adviser or principal underwriter of the Fund, if John
Hancock (i) reasonably disapproves of such changes and (ii) in the case of a
change of investment policy or investment adviser, makes a

27
<PAGE>

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 variable 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 John Hancock or of an affiliated life insurance company, which
separate accounts have investment objectives similar to those of the variable
subaccount. In the event John Hancock 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

STATE REGULATION

LEGAL MATTERS

REGISTRATION STATEMENT

28
<PAGE>

EXPERTS

Actuarial matters included in this Prospectus have been examined by Randi M.
Sterrn, F.S.A., an Actuary of John Hancock.

FINANCIAL STATEMENTS

29
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1995

See accompanying notes.

30
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

See accompanying notes.

31
<PAGE>

<TABLE>
<CAPTION>
Special
Real Estate Equity Opportunities
Subaccount Subaccount
----------------------------------------- -----------------------------
For the Period
from For the Period
October 4, from
1993 May 6, 1994
(commencement (commencement
Year ended Year ended of operations) to Year ended of operations) to
December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994
----------- ----------- ----------------- ----------- -----------------
Investment in-
come:
<S> <C> <C> <C> <C> <C>
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $153,495 $ 99,568 $ 15,939 $ 22,718 $ 746
Interest income
on policy loans. 12,322 10,386 4,645 -- --
-------- -------- --------- -------- -------
Total income.... 165,817 109,954 20,584 22,718 746
Expenses:
Mortality and
expense risks
and other
charges......... 13,502 9,807 1,662 3,017 289
-------- -------- --------- -------- -------
Net investment
income.......... 152,315 100,147 18,922 19,701 457
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... (39,490) (17,561) (3,306) 9,743 77
Net unrealized
appreciation
(depreciation)
during the year. 155,992 (47,683) (63,670) 126,004 (1,412)
-------- -------- --------- -------- -------
Net realized and
unrealized gain
(loss) on
investments..... 116,502 (65,244) (66,976) 135,747 (1,335)
-------- -------- --------- -------- -------
Net increase
(decrease) in
net assets
resulting from
operations...... $268,817 $ 34,903 $(48,054) $155,448 $ (878)
======== ======== ========= ======== =======
<CAPTION>
Short-Term
U.S.
Government
Stock Subaccount Subaccount Managed Subaccount
------------------------------------------ ----------------------------- ---------------------------------------
For the Period
For the Period from
from For the Period October 4,
October 4, from 1993
1993 May 1, 1994 (commencement
(commencement (commencement of operations)
Year ended Year ended of operations) to Year ended of operations) to Year ended Year ended to
December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1995 1994 1993
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ -------------
Investment in-
come:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Distributions
received from
the portfolios
of John Hancock
Variable Series
Trust I......... $10,687,455 $ 5,320,942 $ 5,347,556 $2,749 $ 239 $ 5,946,035 $ 2,136,167 $ 2,133,124
Interest income
on policy loans. 1,397,618 1,289,505 844,843 -- -- 626,984 554,232 372,441
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ -------------
Total income.... 12,085,073 6,610,447 6,192,399 2,749 239 6,573,019 2,690,399 2,505,565
Expenses:
Mortality and
expense risks
and other
charges......... 646,807 529,971 121,956 295 22 356,869 299,763 69,919
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ -------------
Net investment
income.......... 11,438,266 6,080,476 6,070,443 2,454 217 6,216,150 2,390,636 2,435,646
Net realized and
unrealized gain
(loss) on
investments:
Net realized
gain (loss) .... 85,385 (249,230) 7,903 477 (6) (6,127) (182,296) (2,062)
Net unrealized
appreciation
(depreciation)
during the year. 17,351,805 (5,560,223) (3,787,331) 1,735 (282) 7,134,666 (2,984,103) (1,721,053)
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ -------------
Net realized and
unrealized gain
(loss) on
investments..... 17,437,190 (5,809,453) (3,779,428) 2,212 (288) 7,128,539 (3,166,399) (1,723,115)
----------- ------------ ----------------- ----------- ----------------- ------------ ------------ -------------
Net increase
(decrease) in
net assets
resulting from
operations...... $28,875,456 $ 271,023 $ 2,291,015 $4,666 $ (71) $13,344,689 $ (775,763) $ 712,531
=========== ============ ================= =========== ================= ============ ============ =============
</TABLE>

See accompanying notes.

32
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Select Stock Bond
Subaccount Subaccount
------------------------------------------ ----------------------------------------
For the Period
For the Period from
from October 4,
October 4, 1993
1993 (commencement
(commencement of
Year ended Year ended ofoperations) to Year ended Year ended operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
----------- ----------- ---------------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 773,338 $ 311,266 $ 223,100 $ 3,860,075 $ 3,145,758 $ 1,054,238
Net realized
gains (losses).. 23,090 (35,449) (45) (127,733) (215,268) (7,963)
Net unrealized
appreciation
(depreciation)
during the year. 1,225,784 (298,196) (152,267) 4,205,161 (3,583,940) (865,311)
----------- ---------- ---------- ----------- ----------- -----------
Net increase
(decrease) in
net assets
resulting from
operations...... 2,022,212 (22,379) 70,788 7,937,503 (653,450) 180,964
From policyholder
transactions:
Net contributions
from
policyholders... 3,921,962 3,110,357 774,582 8,741,178 9,292,171 2,130,456
Net benefits to
policyholders... (2,170,453) (1,704,646) 3,341,695 (8,117,059) (8,795,613) 35,919,978
Net increase in
policy loans.... 181,384 187,506 636,435 344,088 454,821 7,716,686
----------- ---------- ---------- ----------- ----------- -----------
Net increase in
net assets from
policyholder
transactions.... 1,932,893 1,593,217 4,752,712 968,207 951,379 45,767,120
----------- ---------- ---------- ----------- ----------- -----------
Net increase in
net assets..... 3,955,105 1,570,838 4,823,500 8,905,710 297,929 45,948,084
Net assets:
Beginning of
period.......... 6,394,338 4,823,500 -- 46,246,013 45,948,084 --
----------- ---------- ---------- ----------- ----------- -----------
End of period.... $10,349,443 $6,394,338 $4,823,500 $55,151,723 $46,246,013 $45,948,084
=========== ========== ========== =========== =========== ===========
<CAPTION>
International Money Market
Subaccount Subaccount
---------------------------------------- ----------------------------------------
For the Period For the Period
from from
October 4, October 4,
1993 1993
(commencement (commencement
of of
Year ended Year ended operations) to Year ended Year ended operations) to
December 31 December 31 December 31 December 31 December 31 December 31
1995 1994 1993 1995 1994 1993
------------ ------------ -------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase
(decrease) in
net assets from
operations:
Net investment
income.......... $ 24,050 $ 30,484 $ 20,634 $ 869,075 $ 380,450 $ 148,505
Net realized
gains (losses).. 14,367 11,225 2,973 -- -- --
Net unrealized
appreciation
(depreciation)
during the year. 164,490 (159,108) 62,914 -- -- --
------------ ------------ -------------- ------------ ------------ --------------
Net increase
(decrease) in
net assets
resulting from
operations...... 202,907 (117,399) 86,521 869,075 380,450 148,505
From policyholder
transactions:
Net contributions
from
policyholders... 1,439,112 1,997,179 467,433 13,611,860 2,450,447 380,938
Net benefits to
policyholders... (927,937) (636,005) 418,803 (2,969,848) (2,597,488) 6,535,046
Net increase in
policy loans.... 27,649 54,609 69,862 149,842 25,104 2,013,388
------------ ------------ -------------- ------------ ------------ --------------
Net increase in
net assets from
policyholder
transactions.... 538,824 1,415,783 956,098 10,791,854 (121,937) 8,929,372
------------ ------------ -------------- ------------ ------------ --------------
Net increase in
net assets..... 741,731 1,298,384 1,042,619 11,660,929 258,513 9,077,877
Net assets:
Beginning of
period.......... 2,341,003 1,042,619 -- 9,336,390 9,077,877 --
------------ ------------ -------------- ------------ ------------ --------------
End of period.... $3,082,734 $2,341,003 $1,042,619 $20,997,319 $9,336,390 $9,077,877
============ ============ ============== ============ ============ ==============
</TABLE>

See accompanying notes.

33
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS--CONTINUED

See accompanying notes.

34
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

NOTE 1. ORGANIZATION

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Valuation of Investments

Federal Income Taxes

Expenses

35
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED