HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, 485BPOS, 1998-05-01

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
485BPOS, 1998-05-01

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<PAGE>

As filed with the Securities and Exchange Commission on April 29, 1998

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

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

FORM S-6

Post-Effective Amendment No. 6 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)
--------------------

RONALD J. BOCAGE, 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, 1998 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 1997 pursuant to Rule 24f-2 on February 26, 1998.
<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>

[LOGO OF JOHN HANCOCK APPEARS HERE]

John Hancock Mutual Life Insurance Company
(John Hancock)

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

John Hancock Place
Boston, Massachusetts 02117

JOHN HANCOCK SERVICING OFFICE:
P.O. Box 111
Boston, Massachusetts 02117

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

PROSPECTUS MAY 1, 1998

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
"series" type 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: Managed, Growth & Income, Equity Index, Large Cap Value, Large Cap
Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap Growth (formerly,
Special Opportunities), Real Estate Equity, Small/Mid Cap CORE, Small Cap Value,
Small Cap Growth, Global Equity, International Balanced, International Equity
Index (formerly, International Equities), International Opportunities, Emerging
Markets Equity, Short-Term Bond (formerly, Short-Term U.S. Government), Bond
Index, Sovereign Bond, Strategic Bond, High Yield Bond, and Money Market. (The
Small/Mid Cap CORE, Global Equity, Emerging Markets Equity, Bond Index, and High
Yield Bond Portfolios are not currently available to Owners but are expected to
be made available later in 1998.) 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 . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . 19
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . 19
CHARGES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 20
Charges Deducted from Premiums . . . . . . . . . . . . . . . . . . 20
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Reduced Charges for Eligible Groups . . . . . . . . . . . . . . . . 21
Charges Deducted from Account Value . . . . . . . . . . . . . . . . 22
DISTRIBUTION OF POLICIES . . . . . . . . . . . . . . . . . . . . . . 24
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 25
Policy Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Charge for John Hancock's Taxes . . . . . . . . . . . . . . . . . . 26
Corporate and H.R. 10 Plans . . . . . . . . . . . . . . . . . . . . 26
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK . . . . . . 27
REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
VOTING PRIVILEGES . . . . . . . . . . . . . . . . . . . . . . . . . . 28
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE . . . . . . . . . . 29
STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . 29
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 29
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 30
APPENDIX--OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . . 70
APPENDIX--IMPACT OF YEAR 2000 . . . . . . . . . . . . . . . . . . . .
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
ACCUMULATED PREMIUMS . . . . . . . . . . . . . . . . . . . . . . . . 73
</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 . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . 9
Grace Period . . . . . . . . . . . . . . . . . . . . . 19
Guaranteed Death Benefit . . . . . . . . . . . . . . . 15
Indebtedness . . . . . . . . . . . . . . . . . . . . . 18
Investment Rule . . . . . . . . . . . . . . . . . . . . 13
Issue Charge . . . . . . . . . . . . . . . . . . . . . 22
Level Schedule . . . . . . . . . . . . . . . . . . . . 11
Loan Assets . . . . . . . . . . . . . . . . . . . . . . 18
Minimum First Premium . . . . . . . . . . . . . . . . . 11
Modified Schedule . . . . . . . . . . . . . . . . . . . 12
Premium Component . . . . . . . . . . . . . . . . . . . 15
Premium Credit Factor . . . . . . . . . . . . . . . . . 16
Premium Processing Charge . . . . . . . . . . . . . . . 20
Premium Recalculation . . . . . . . . . . . . . . . . . 12
Required Premium . . . . . . . . . . . . . . . . . . . 11
Servicing Office . . . . . . . . . . . . . . . . . . . 6
Subaccount . . . . . . . . . . . . . . . . . . . . . . . .
Cover
Sum Insured at Issue . . . . . . . . . . . . . . . . . 16
Surrender Value . . . . . . . . . . . . . . . . . . . . 14
Valuation Date . . . . . . . . . . . . . . . . . . . . 9
Value Option . . . . . . . . . . . . . . . . . . . . . 15
Variable Subaccounts . . . . . . . . . . . . . . . . . 2
</TABLE>
<PAGE>

SUMMARY

WHAT IS THE VARIABLE LIFE POLICY BEING OFFERED?

John Hancock issues variable life insurance Policies. The Policies described
in this Prospectus are scheduled annual premium policies that provide for
additional premium flexibility. 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: Premium payments are periodically made
to John Hancock in amounts sufficient 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 of the Policy (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. 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 Owner surrenders in the early policy years, the

1
<PAGE>

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".)

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. The
Account is subdivided into a number of variable Subaccounts, each of which
corresponds to one of the Portfolios of the Fund. The assets of each variable
Subaccount are invested in the corresponding Portfolio of the Fund. The current
Portfolios of the Fund are: Managed, Growth & Income, Equity Index, Large Cap
Value, Large Cap Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap
Growth, Real Estate Equity, Small/Mid Cap CORE, Small Cap Value, Small Cap
Growth, Global Equity, International Balanced, International Equity Index,
International Opportunities, Emerging Markets Equity, Short-Term Bond, Bond
Index, Sovereign Bond, Strategic Bond, High Yield Bond, and Money Market.

The figures in the following chart are expressed as a percentage of each
Portfolio's average daily net assets. The figures reflect the investment
management fees currently payable and the 1997 other fund expenses allocated to
John Hancock Variable Series Trust I (except that other fund expenses for the
Small/Mid Cap CORE, Global Equity, Emerging Markets Equity, Bond Index, and High
Yield Bond Portfolios are based upon estimates for the current fiscal year).

2
<PAGE>

<TABLE>
<CAPTION>
Other
Fund
Other Fund Total Expenses
Expenses Fund Absent
Management After Expense Operating Expense
Fund Name Fee Reimbursement Expenses Reimbursement/*/
--------- ---------- ------------- --------- ----------------
<S> <C> <C> <C> <C>
Managed . . . . . . . 0.33% 0.04% 0.37% N/A
Growth & Income . . . 0.25% 0.03% 0.28% N/A
Equity Index. . . . . 0.15% 0.25% 0.40% 0.40%
Large Cap Value . . . 0.75% 0.25% 1.00% 0.31%
Large Cap Growth. . . 0.39% 0.05% 0.44% N/A
Mid Cap Value . . . . 0.80% 0.25% 1.05% 0.34%
Mid Cap Growth. . . . 0.85% 0.25% 1.10% 0.57%
Diversified Mid Cap
Growth . . . . . . . 0.75% 0.10% 0.85% N/A
Real Estate Equity. . 0.60% 0.09% 0.69% N/A
Small/Mid Cap CORE. . 0.80% 0.25% 1.05% N/A
Small Cap Value . . . 0.80% 0.25% 1.05% 0.50%
Small Cap Growth. . . 0.75% 0.25% 1.00% 0.37%
Global Equity . . . . 0.90% 0.25% 1.15% N/A
International Balanced 0.85% 0.25% 1.10% 0.71%
International Equity
Index. . . . . . . . 0.18% 0.19% 0.37% N/A
International
Opportunities. . . . 0.97% 0.25% 1.22% 0.60%
Emerging Markets
Equity . . . . . . . 1.30% 0.25% 1.55% N/A
Short-Term Bond . . . 0.30% 0.21% 0.51% N/A
Bond Index. . . . . . 0.15% 0.25% 0.40% N/A
Sovereign Bond. . . . 0.25% 0.06% 0.31% N/A
Strategic Bond. . . . 0.75% 0.25% 1.00% 0.57%
High Yield Bond . . . 0.65% 0.25% 0.90% N/A
Money Market. . . . . 0.25% 0.08% 0.33% N/A
</TABLE>

- ---------

*John Hancock reimburses a Portfolio when the Portfolio's other fund expenses
exceed 0.25% of the Portfolio's average daily net assets.

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 deducted from each
premium payment.

State Premium Tax Charge. A charge equal to2 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.

3
<PAGE>

Issue Charges. A charge deducted monthly from Account Value in 48 equal
installments totalling $240 for all Policy years plus 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 for all Policy years plus 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
(currently 1c per $1000) of current Sum Insured 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% (currently1 1/2%) of the amount
applied to exercise the option.

Charge for Mortality and Expense Risks. A charge made daily from the variable
Subaccounts at an effective annual rate of .60% of the assets of each variable
Subaccount.

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 to7 1/2% of each year's additional premium is deducted from premiums when
paid and92 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 to7 1/2% of each year's additional premium
is deducted from premiums when paid and92 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 deducted from Account Value at the time of withdrawal.

See "Charges and Expenses" 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").

4
<PAGE>

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.

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 by any
partial withdrawal of Excess Value, and increased or decreased by the investment
experience of the Subaccounts. No minimum Account Value for the Policy is
guaranteed. (See "Surrender Value".)

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 and compound daily at an
effective 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.

5
<PAGE>

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's Servicing
Office, 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 Servicing
Office, notice satisfactory to John Hancock. (See "Exchange Privilege".)

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
approximately $59 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").

6
<PAGE>

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 the corresponding
Portfolio 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.

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.
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 equity investments, in bonds and other
fixed income securities and in money market instruments.

Growth & Income 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
securities convertible into or with rights to purchase common stocks) of
companies believed to offer growth potential over both the intermediate and the
long term.

Equity Index Portfolio

The investment objective of this Portfolio is 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

The investment objective of this Portfolio is to provide substantial dividend
income, as well as long-term capital appreciation, through investments in the
common stocks of established companies believed to offer favorable prospects for
increasing dividends and capital appreciation.

7
<PAGE>

Large Cap Growth Portfolio

The investment objective of this Portfolio is to achieve above-average capital
appreciation through the ownership of common stocks (and securities convertible
into with rights to purchase common stocks) of companies believed to offer
above-average capital appreciation opportunities. Current income is not an
objective of the Portfolio.

Mid Cap Value Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital primarily through investment in the common stocks of medium
capitalization companies believed to sell at a discount to their intrinsic
value.

Mid Cap Growth Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital through a non-diversified portfolio investing primarily in common stocks
of medium capitalization companies.

Diversified Mid Cap Growth Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks of
medium capitalization growth companies.

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.

Small/Mid Cap CORE Portfolio

The investment of this Portfolio is to achieve long-term growth of capital
through a broadly diversified portfolio of equity securities of U.S. issuers
which are included in the Russell 2500 Index at the time of investment.

Small Cap Value Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital by investing in a well diversified portfolio of equity securities of
small capitalization companies exhibiting value characteristics.

Small Cap Growth Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks of
small capitalization emerging growth companies.

Global Equity Portfolio

The investment objective of this Portfolio is to achieve long-term growth of
capital through a diversified portfolio of marketable securities, primarily
equity securities, of both U.S. and foreign issuers.

8
<PAGE>

International Balanced Portfolio

The investment objective of this Portfolio is 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.

International Equity Index Portfolio

The investment objective of this Portfolio is to provide investment results
that correspond to the total return of the major developed international
(non-U.S.) equity markets, as represented by the MSCI AEFE GDP Index.

International Opportunities Portfolio

The investment objective of this Portfolio is to provide capital appreciation
through investments in common stocks of primarily well-established, non-United
States companies.

Emerging Markets Equity Portfolio

The investment objective of this Portfolio is to achieve capital appreciation
by investing primarily in equity securities of companies in countries having
economies and markets generally considered by the World Bank or the United
Nations to be emerging or developing.

Short-Term Bond Portfolio

The investment objective of this Portfolio is to provide a high level of
current income consistent with a low degree of share price fluctuation through
investment primarily in a diversified portfolio of short- and intermediate-term
investment-grade debt obligations.

Bond Index Portfolio

The investment objective of this Portfolio is to provide investment results
that correspond to the total return and risk characteristics of the U.S.
investment grade fixed income market, as represented by a Lehman Brothers bond
index that tracks the performance of investment grade debt securities.

Sovereign 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 primarily in a diversified portfolio of freely marketable
debt securities.

Strategic Bond Portfolio

The investment objective of this Portfolio is to provide total return
consistent with moderate risk of capital and maintenance of liquidity, through a
portfolio of domestic and international fixed income securities.

High Yield Bond Portfolio

The investment objective of this Portfolio is to provide high current income
and capital appreciation with capital preservation through investing primarily
in high yield (below investment grade) debt securities.

9
<PAGE>

Money Market Portfolio

The investment objective of this Portfolio is to provide maximum current
income consistent with capital preservation and liquidity, through investment in
high quality money market instruments.

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, MA 02109, provides
sub-investment advice with respect to the Managed, Growth & Income, Large Cap
Growth, Real Estate Equity and Short-Term Bond Portfolios. Independence
International Associates, Inc., a subsidiary of IIA located at the same address
as IIA, is a sub-investment adviser to the International Equity Index Portfolio.

Another indirectly owned subsidiary of John Hancock, John Hancock Advisers,
Inc., located at 101 Huntington Avenue, Boston, MA 02199, provides
sub-investment advice with respect to the Sovereign Bond, Diversified Mid Cap
Growth, and Small Cap Growth 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 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.

State Street Bank & Trust, N.A., at Two International Place, Boston, MA 02110,
is the sub-investment adviser to the Equity Index Portfolio. INVESCO Management
& Research located at 101 Federal Street, Boston, MA 02110, is the
sub-investment adviser to the Small Cap Value Portfolio. Janus Capital
Corporation, 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 & Berman, LLC 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
sub-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.
Goldman Sachs & Company, located at One New York Plaza, New York, New York
10004, is sub-investment adviser to the Small/Mid Cap CORE Portfolio. Scudder
Kemper Investments, Inc., located at 345 Park Avenue, New York, New York 10154,
is the sub-investment adviser to the Global Equity Portfolio. Montgomery Asset
Management, LLC, located at 101 California Street, San Francisco, California
94111, is the sub-investment adviser to the Emerging Markets Equity Portfolio.
Mellon Bond Associates, located at One Mellon Bank Center, Suite 4135,
Pittsburgh, Pennsylvania 15258, is the sub-investment adviser to the Bond Index
Portfolio. Wellington Management Company, LLC, located at 75 State Street,
Boston, Massachusetts 02109, is the sub-investment adviser to the High Yield
Bond 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

10
<PAGE>

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.

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

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". Determinations,
applications and payments may be deferred, see "Deferral of Determinations and
Payments."

11
<PAGE>

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. Amounts of coverage that
John Hancock will accept under the Policies may be limited by John Hancock's
underwriting and reinsurance procedures as in effect from time to time. 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. The illustrations, factors and premiums set forth in this Prospectus
are sex distinct and, therefore, do not reflect the sex-neutral rates, charges
or values that would apply to 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 Servicing 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 Servicing Office in order for the Policy to be 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.

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.

12
<PAGE>

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 stating 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>

Premium Recalculation (Modified Schedule Only)

13
<PAGE>

Hancock at its Servicing 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
(currently1 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 Servicing 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 as many as ten of the 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 Servicing Office of notice
satisfactory to John Hancock. If an Owner requests a change inconsistent with
the transfer provisions, the portion of the request inconsistent with the
transfer provisions will not be effective.

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.

14
<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.

Pay Premium Limitations

Federal tax law modifies 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". If John
Hancock receives any premium payment that will cause a Policy to become a
modified endowment, the excess portion of that premium payment will not be
accepted unless the Owner signs an acknowledgement of that fact. When it
identifies such excess premium, John Hancock sends the Owner immediate notice
and refunds the excess premium if it has not received the acknowledgment by the
time the premium payment check has had a reasonable time to clear the banking
system, but in no case longer than two weeks.

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 Assets. In general the Account Value for any
day equals the Account Value for the previous day, decreased by charges against
the Account Value and by any partial withdrawal of Excess 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.

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<PAGE>

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.

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 Servicing 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.

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<PAGE>

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.

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.

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 Servicing
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.

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<PAGE>

"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.

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

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 Servicing 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 Servicing Office notice satisfactory to John Hancock.

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<PAGE>

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 Servicing Office. (John
Hancock reserves the right to defer such Fixed Account transfers for up to 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.

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.

No transfer among Subaccounts may be made while a Policy is in a grace period.

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 or sending a written request via fax to
1-800-621-0448. 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. If the fax request option becomes unavailable, another
means of telecommunication will be substituted.

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 unless such
loss, expense or cost is the result of John Hancock's mistake or negligence.
John Hancock employs procedures which provide safeguards against the execution
of unauthorized transactions, and which are reasonably designed to confirm that
instructions received by telephone are genuine. These procedures 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 instructions.

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 and compound 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

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<PAGE>

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 a
portion of John Hancock's general account called the "Loan Assets". 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 then current
Investment Rule. For example, if the entire loan outstanding is $3000 of which
$1000 was borrowed 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 then 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 Loan Assets is credited interest at a rate that is 1%
less than the loan interest rate for the first 20 Policy years and .5% less than
the loan interest rate thereafter. The rate credited to Loan Assets will usually
be different than the net return for the Subaccounts. Since the Loan Assets and
the remaining portion of the Account Value will generally have different rates
of investment return, the Account Value, the Surrender Value, and any death
benefit above the Guaranteed Death Benefit are permanently affected by an
Indebtedness, whether or not it is 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".

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<PAGE>

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.

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 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 Servicing 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 and to any variations in Policy provisions required by the regulatory
authorities of the state that has approved the Policy for issue.

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 to2 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. The2 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

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<PAGE>

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.

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
For Surrenders or Lapses Effective Premiums Due Through 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.

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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

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:

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 for all Policy years plus 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.

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<PAGE>

Maintenance Charge. John Hancock will deduct from the Account Value a monthly
charge equal to $4 for all Policy years plus 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.

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 is1 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
is1 1/2% of the amount applied to reduce the new Basic Premium to an amount
below the Basic Premium on the Level Schedule

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<PAGE>

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 deducted from the
variable Subaccounts for mortality and expense risks assumed by John Hancock at
an effective annual rate of .60% of the value of the assets of each variable
Subaccount 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 to7 1/2% of the additional premiums deducted from
premiums when paid and92 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.

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 to7 1/2% of the additional
premium is deducted from premiums when paid and92 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 Fees and Other Fund Expenses. 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 fees and certain
non-advisory Fund operating expenses, which are described briefly in the Summary
of this Prospectus. For a full description of these deductions, see the attached
Prospectus for the Fund.

25
<PAGE>

DISTRIBUTION OF POLICIES

Applications are solicited by agents who are licensed by state insurance
authorities to sell John Hancock's Policies and who are also registered
representatives of John Hancock Distributors, Inc. ("Distributors"), an indirect
wholly-owned subsidiary of John Hancock, located at 197 Clarendon Street,
Boston, MA 02117 or other broker-dealer firms. John Hancock performs insurance
underwriting and determines whether to accept or reject the application for the
Policy and the insured's risk classification. Pursuant to a sales agreement
among John Hancock, Distributors, and the Account, Distributors 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.

Distributors' representatives are compensated for sales of the Policies on a
commission and service fee basis by Distributors, 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 a Distributors representative 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.

Distributors' representatives with less than four years of service with
Distributors and those compensated on salary plus bonus or level commission
programs may be paid on a different basis. Distributors' representatives 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.
Distributors is registered with the Commission under the Securities Exchange
Act of 1934 as a broker-dealer, is a member of the National Association of
Securities Dealers, Inc., and is a member of the Securities Investor Protection
Corporation. The Policies may be sold through other registered broker-dealers
that have entered into selling agreements with Distributors and whose
representatives are authorized by applicable law to sell variable life insurance
policies. The commission rates paid may be more or less than those set forth
above for Distributors representatives. 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. Distributors will compensate the broker-dealers as provided in the
selling agreements, and John Hancock will reimburse Distributors for such
amounts and for certain direct expenses in connection with marketing the
Policies through other broker-dealers. In addition, these representatives may
earn "credits" toward qualification for attendance at certain business meetings
sponsored by John Hancock.

Distributors 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. Distributors is also the
principal underwriter for the Fund.

26
<PAGE>

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. However, the amount of any loan
outstanding will be taxed to the Owner when a Policy lapses.

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 Federal tax law. 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
age59 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.

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.

27
<PAGE>

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.

28
<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 Executive Officer,
Cabot Corporation (chemicals)
Nelson S. Gifford Principal, Fleetwing Capital Management (financial
services)
William L. Boyan Vice Chairman of the Board, John Hancock
E. James Morton Director, formerly Chairman of the Board, John
Hancock
John F. Magee Chairman, Arthur D. Little, Inc. (industrial
research and consultant).
John M. Connors, Jr. Chief Executive Officer and Director, Hill,
Holliday, Connors, Cosmopoulos, Inc. (advertising).
Stephen L. Brown Chairman of the Board and Chief Executive Officer,
John Hancock
I. MacAllister Booth Retired Chairman of the Board and Chief Executive
Officer, Polaroid Corporation (photographic
products)
C. Vincent Vappi Former President and Chief Executive Officer, Vappi
& Company, Inc. (construction).
Robert J. Tarr, Jr. Former President, Chief Executive Officer and Chief
Operations Officer, Harcourt, General, Inc.
(publishing)
David F. D'Alessandro President and Chief Operating Officer, JohnHancock
Joan T. Bok Chairman of the Board, New England Electric System
(electricutility).
Robert E. Fast Senior Partner, Hale and Dorr (law firm).
Foster L. Aborn Vice Chairman of the Board, John Hancock
Lawrence K. Fish Chairman, President, and Chief Executive Officer,
Citizens Financial Group, Inc.(banking).
Richard F. Syron Chairman and Chief Executive Officer, American Stock
Exchange.
Kathleen F. Feldstein President, Economic Studies Inc. (economic
consulting).
Michael C. Hawley President and Chief Operating Officer, The Gillette
Company (razors, etc.).
Wayne A. Budd Group President, Bell Atlantic - New England
(telecommunications)
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Executive Officers
------------------
Diane M. Capstaff Executive Vice President
Thomas E. Moloney Executive Vice President
Richard S. Scipione General Counsel
Barry J. Rubenstein Vice President, Counsel and Secretary
</TABLE>

29
<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
qualifying variable life insurance policies and variable annuity contracts at
regular and special meetings of the Fund's shareholders in accordance with
instructions received from owners of all such policies or contracts. Shares of
the Fund held in the Account which are not attributable to such policies or
contracts and shares for which instructions from owners are not received will be
represented by John Hancock at the meeting and will be voted for and against
each matter in the same proportions as the votes based upon the instructions
received from the owners of all such policies and contracts.

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

30
<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

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

The legal validity of the Policies described in this Prospectus has been
passed on by Ronald J. Bocage, Vice President and 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.

31
<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 Deborah A.
Poppel, 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.

32
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

<TABLE>
<CAPTION>
Large Cap Sovereign International Small Cap International Mid Cap Large Cap
Growth Bond Equities Growth Balanced Growth Value
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
----------- ----------- ------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in shares of
portfolios of John Hancock
Variable Series Trust I, at
value. . . . . . . . . . . $18,634,480 $60,032,856 $3,944,730 $962,215 $85,312 $567,830 $1,678,123
Investments in shares of
portfolios of M Fund Inc.,
at value . . . . . . . . . -- -- -- -- -- -- --
Policy loans and accrued
interest receivable . . . 1,557,636 9,680,029 219,946 -- -- -- --
Receivable from:
John Hancock Variable
Series Trust 1 . . . . . 10,716 14,482 1,331 1,452 100 2,261 2,449
M Fund Inc. . . . . . . . -- -- -- -- -- -- --
----------- ----------- ---------- -------- ------- -------- ----------
TOTAL ASSETS . . . . . . . 20,202,832 69,727,367 4,166,007 963,667 85,412 570,091 1,680,572
LIABILITIES
Payable to John Hancock
Mutual Variable Life
Insurance Company . . . . 10,398 13,408 1,266 1,436 99 2,252 2,421
Asset charges payable 318 1,074 65 16 1 9 28
----------- ----------- ---------- -------- ------- -------- ----------
TOTAL LIABILITIES 10,716 14,482 1,331 1,452 100 2,261 2,449
----------- ----------- ---------- -------- ------- -------- ----------
NET ASSETS . $20,192,116 $69,712,885 $4,164,676 $962,215 $85,312 $567,830 $1,678,123
=========== =========== ========== ======== ======= ======== ==========
<CAPTION>
Money Mid Cap Special Real Estate
Market Value Opportunities Equity
Subaccount Subaccount Subaccount Subaccount
----------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Investments in shares of $12,254,998 $2,036,158 $4,091,961 $4,649,139
portfolios of John Hancock
Variable Series Trust I, at
value. . . . . . . . . . .
Investments in shares of -- -- -- --
portfolios of M Fund Inc.,
at value . . . . . . . . .
Policy loans and accrued 2,230,242 -- -- 225,571
interest receivable . . .
Receivable from:
John Hancock Variable 386,526 15,188 1,935 1,502
Series Trust 1 . . . . .
M Fund Inc. . . . . . . . -- -- -- --
----------- ---------- ---------- ----------
TOTAL ASSETS . . . . . . . 14,871,766 2,051,346 4,093,896 4,876,212
LIABILITIES
Payable to John Hancock 386,304 15,155 1,868 1,425
Mutual Variable Life
Insurance Company . . . .
Asset charges payable 222 33 67 77
----------- ---------- ---------- ----------
TOTAL LIABILITIES 386,526 15,188 1,935 1,502
----------- ---------- ---------- ----------
NET ASSETS . $14,485,240 $2,036,158 $4,091,961 $4,874,710
=========== ========== ========== ==========
</TABLE>

- ---------
See accompanying notes.

33
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997

<TABLE>
<CAPTION>
Short-Term Turner
Growth & U.S. Small Cap International Equity Strategic Core
Income Managed Government Value Opportunities Index Bond Growth
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
------------ ----------- ---------- ---------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value. . . . . . . . $199,623,682 $83,078,514 $127,103 $1,251,673 $389,007 $2,123,595 $147,317 $ --
Investments in shares
of portfolios of M
Fund Inc., at value -- -- -- -- -- -- -- 68,640
Policy loans and
accrued interest
receivable . . . . . 25,360,369 10,979,401 -- -- -- -- -- --
Receivable from:
John Hancock Variable
Series Trust I . . 67,248 38,235 4,076 1,152 68 5,000 10 --
M Fund Inc. . . . . -- -- -- -- -- -- -- 1
------------ ----------- -------- ---------- -------- ---------- -------- -------
TOTAL ASSETS . . . . 225,051,299 94,096,150 131,179 1,252,825 389,075 2,128,595 147,327 68,641
LIABILITIES . . . . .
Payable to John
Hancock Mutual
Variable Life
Insurance Company . 63,785 36,775 4,074 1,132 62 4,965 8 --
Asset charges payable 3,463 1,460 2 20 6 35 2 1
------------ ----------- -------- ---------- -------- ---------- -------- -------
TOTAL LIABILITIES . . 67,248 38,235 4,076 1,152 68 5,000 10 1
------------ ----------- -------- ---------- -------- ---------- -------- -------
NET ASSETS . . . . . $224,984,051 $94,057,915 $127,103 $1,251,673 $389,007 $2,123,595 $147,317 $68,640
============ =========== ======== ========== ======== ========== ======== =======
<CAPTION>
Edinburgh Frontier
International Capital
Equity Appreciation
Subaccount Subaccount
------------- --------------
<S> <C> <C>
ASSETS
Investments in shares $ -- $ --
of portfolios of John
Hancock Variable
Series Trust I, at
value. . . . . . . .
Investments in shares 126,339 273,608
of portfolios of M
Fund Inc., at value
Policy loans and -- --
accrued interest
receivable . . . . .
Receivable from:
John Hancock Variable -- --
Series Trust I . .
M Fund Inc. . . . . 2 4
-------- --------
TOTAL ASSETS . . . . 126,341 273,612
LIABILITIES . . . . .
Payable to John -- --
Hancock Mutual
Variable Life
Insurance Company .
Asset charges payable 2 4
-------- --------
TOTAL LIABILITIES . . 2 4
-------- --------
NET ASSETS . . . . . $126,339 $273,608
======== ========
</TABLE>

- ---------
See accompanying notes.

34
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

Large Cap Growth Subaccount Sovereign Bond Subaccount
---------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
---------- ---------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series
Trust I . . . . . . . . . . . . . . . . . . $1,686,429 $1,905,476 $ 754,115 $4,454,173 $ 3,765,421 $3,504,747
M Fund Inc. . . . . . . . . . . . . . . . . . -- -- -- -- -- --
Interest income on policy loans . . . . . . . 103,747 83,974 67,279 696,074 678,580 641,677
---------- ---------- ---------- ---------- ----------- ----------
Total investment income . . . . . . . . . . . . 1,790,176 1,989,450 821,394 5,150,247 4,444,001 4,146,424
Expenses:
Mortality and expense risks . . . . . . . . . 99,710 69,829 48,056 370,612 325,346 286,349
---------- ---------- ---------- ---------- ----------- ----------
Net investment income (loss) . . . . . . . . . 1,690,466 1,919,621 773,338 4,779,635 4,118,655 3,860,075
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) . . . . . . . . . . . 292,430 145,304 23,090 (230,607) (169,158) (127,733)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 2,142,494 3,756 1,225,784 1,277,686 (1,418,707) 4,205,161
---------- ---------- ---------- ---------- ----------- ----------
Net realized and unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . . . 2,434,924 149,060 1,248,874 1,047,079 (1,587,865) 4,077,428
---------- ---------- ---------- ---------- ----------- ----------
Net increase (decrease) in net assets resulting
from operations . . . . . . . . . . . . . . . $4,125,390 $2,068,681 $2,022,212 $5,826,714 $ 2,530,790 $7,937,503
========== ========== ========== ========== =========== ==========
<CAPTION>
Small Cap International
International Equities Subaccount Growth Subaccount Balanced Subaccount
---------------------------------- ------------------ --------------------
1997 1996 1995 1997 1996* 1997 1996*
------------ ---------- ---------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series $ 195,240 $ 42,110 $ 29,692 $ 436 $ 160 $ 3,972 $ 734
Trust I . . . . . . . . . . . . . . . . . .
M Fund Inc. . . . . . . . . . . . . . . . . . -- -- -- -- -- -- --
Interest income on policy loans . . . . . . . 15,746 13,158 9,853 -- -- -- --
--------- -------- -------- ------- ------- ------- ------
Total investment income . . . . . . . . . . . . 210,986 55,268 39,545 436 160 3,972 734
Expenses:
Mortality and expense risks . . . . . . . . . 24,261 19,834 15,495 4,231 538 392 81
--------- -------- -------- ------- ------- ------- ------
Net investment income (loss) . . . . . . . . . 186,725 35,434 24,050 (3,795) (378) 3,580 653
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) . . . . . . . . . . . 50,829 25,854 14,367 6,475 (690) 429 9
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . (463,778) 217,574 164,490 92,108 (5,174) (4,312) 899
--------- -------- -------- ------- ------- ------- ------
Net realized and unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . . . (412,949) 243,428 178,857 98,583 (5,864) (3,883) 908
--------- -------- -------- ------- ------- ------- ------
Net increase (decrease) in net assets resulting
from operations . . . . . . . . . . . . . . . $(226,224) $278,862 $202,907 $94,788 $(6,242) $ (303) $1,561
========= ======== ======== ======= ======= ======= ======
</TABLE>

- ---------

* From May 1, 1996 (commencement of operations).

See accompanying notes.

35
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
Mid Cap Growth Large Cap Value Mid Cap Value
Subaccount Subaccount Money Market Subaccount Subaccount
---------------- ---------------- ------------------------------ -----------------
1997 1996* 1997 1996* 1997 1996 1995 1997 1996*
-------- ------- -------- ------ -------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ -- $ 411 $ 57,265 $2,056 $641,356 $1,073,915 $810,091 $150,951 $ 5,010
M Fund Inc. . . . . -- -- -- -- -- -- -- -- --
Interest income on
policy loans . . . -- -- -- -- 148,802 160,206 155,058 -- --
------- ------ -------- ------ -------- ---------- -------- -------- -------
Total investment
income . . . . . . . -- 411 57,265 2,056 790,158 1,234,121 965,149 150,951 5,010
Expenses:
Mortality and expense
risks . . . . . . . 2,164 292 3,303 218 81,437 134,461 96,074 7,632 572
------- ------ -------- ------ -------- ---------- -------- -------- -------
Net investment income
(loss) . . . . . . . (2,164) 119 53,962 1,838 708,721 1,099,660 869,075 143,319 4,438
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 5,866 (17) 17,858 588 -- -- -- 10,646 8,413
Net unrealized
appreciation
(depreciation)
during the period . 66,874 1,684 80,036 4,787 -- -- -- 145,409 14,211
------- ------ -------- ------ -------- ---------- -------- -------- -------
Net realized and
unrealized gain
(loss) on investments 72,740 1,667 97,894 5,375 -- -- -- 156,055 22,624
------- ------ -------- ------ -------- ---------- -------- -------- -------
Net increase in net
assets resulting from
operations . . . . . $70,576 $1,786 $151,856 $7,213 $708,721 $1,099,660 $869,075 $299,374 $27,062
======= ====== ======== ====== ======== ========== ======== ======== =======
<CAPTION>

Special Opportunities Subaccount
---------------------------------
1997 1996 1995
----------- --------- -----------
<S> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock $ 407,765 $114,600 $ 22,718
Variable Series
Trust I . . . . .
M Fund Inc. . . . . -- -- --
Interest income on
policy loans . . . -- -- --
--------- -------- --------
Total investment 407,765 114,600 22,718
income . . . . . . .
Expenses:
Mortality and expense
risks . . . . . . . 22,030 10,841 3,017
--------- -------- --------
Net investment income 385,735 103,759 19,701
(loss) . . . . . . .
Net realized and unrealized gain (loss) on investments:
Net realized gain 276,956 81,916 9,743
(loss). . . . . . .
Net unrealized
appreciation (477,912) 264,010 126,004
(depreciation) --------- -------- --------
during the period .
Net realized and
unrealized gain (200,956)
(loss) on investments --------- 345,926 135,747
-------- --------
Net increase in net
assets resulting from $ 184,779
operations . . . . . ========= $449,685 $155,448
======== ========
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

36
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

Real Estate Equity Subaccount Growth & Income Subaccount
------------------------------ -------------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I . . $330,296 $177,243 $153,495 $25,377,474 $18,406,284 $10,687,455
M Fund Inc. . . . . . . . . . . . . . . . -- -- -- -- -- --
Interest income on policy loans . . . . . 15,261 13,041 12,322 1,728,054 1,562,266 1,397,618
-------- -------- -------- ----------- ----------- -----------
Total investment income . . . . . . . . . . 345,557 190,284 165,817 27,105,528 19,968,550 12,085,073
Expenses:
Mortality and expense risks . . . . . . . 25,420 16,931 13,502 1,136,268 842,055 646,807
-------- -------- -------- ----------- ----------- -----------
Net investment income . . . . . . . . . . . 320,137 173,353 152,315 25,969,260 19,126,495 11,438,266
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) . . . . . . . . . 181,015 39,891 (39,490) 1,982,518 820,430 85,385
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . 165,392 637,301 155,992 18,247,212 4,555,481 17,351,805
-------- -------- -------- ----------- ----------- -----------
Net realized and unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . 346,407 677,192 116,502 20,229,730 5,375,911 17,437,190
-------- -------- -------- ----------- ----------- -----------
Net increase in net assets resulting from
operations . . . . . . . . . . . . . . . . $666,544 $850,545 $268,817 $46,198,990 $24,502,406 $28,875,456
======== ======== ======== =========== =========== ===========
<CAPTION>
Short-Term U.S.
Managed Subaccount Government Subaccount
-------------------------------------- -----------------------------
1997 1996 1995 1997 1996 1995
----------- ------------ ------------ ----------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I . . $ 7,891,222 $ 8,705,892 $ 5,946,035 $1,036,747 $201,830 $2,749
M Fund Inc. . . . . . . . . . . . . . . . -- -- -- -- -- --
Interest income on policy loans . . . . . 768,231 705,413 626,984 -- -- --
----------- ----------- ----------- ---------- -------- ------
Total investment income . . . . . . . . . . 8,659,453 9,411,305 6,573,019 1,036,747 201,830 2,749
Expenses:
Mortality and expense risks . . . . . . . 497,030 426,946 356,869 121,572 15,305 295
----------- ----------- ----------- ---------- -------- ------
Net investment income . . . . . . . . . . . 8,162,423 8,984,359 6,216,150 915,175 186,525 2,454
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) . . . . . . . . . 437,661 230,806 (6,127) (27,616) 577 477
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . 4,941,061 (2,103,918) 7,134,666 226,435 225,129 1,735
----------- ----------- ----------- ---------- -------- ------
Net realized and unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . 5,378,722 (1,873,112) 7,128,539 198,819 225,706 2,212
----------- ----------- ----------- ---------- -------- ------
Net increase in net assets resulting from
operations . . . . . . . . . . . . . . . . $13,541,145 $ 7,111,247 $13,344,689 $1,113,994 $412,231 $4,666
=========== =========== =========== ========== ======== ======
<CAPTION>
Small Cap Value
Subaccount
-----------------
1997 1996*
--------- --------
<S> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I . . $ 95,844 $1,653
M Fund Inc. . . . . . . . . . . . . . . . -- --
Interest income on policy loans . . . . . -- --
-------- ------
Total investment income . . . . . . . . . . 95,844 1,653
Expenses:
Mortality and expense risks . . . . . . . 3,270 128
-------- ------
Net investment income . . . . . . . . . . . 92,574 1,525
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss) . . . . . . . . . 19,812 11
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . (12,804) 2,702
-------- ------
Net realized and unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . 7,008 2,713
-------- ------
Net increase in net assets resulting from
operations . . . . . . . . . . . . . . . . $ 99,582 $4,238
======== ======
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

37
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
International Edinburgh
Opportunities Equity Index Strategic Bond Turner Core Growth International Equity
Subaccount Subaccount Subaccount Subaccount Subaccount
----------------- ----------------- --------------- ------------------- ---------------------
1997 1996* 1997 1996* 1997 1996* 1997 1996* 1997 1996*
--------- ------ -------- ------- -------- ------ --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 5,284 $ 482 $ 54,601 $ 4,958 $ 9,400 $539 $ -- $ -- $ -- $ --
M Fund Inc. . . . . -- -- -- -- -- -- 6,373 958 1,796 510
Interest income on
policy loans . . . -- -- -- -- -- -- -- -- -- --
-------- ------ -------- ------- ------- ---- ------- ------ ------- -------
Total investment
income . . . . . . . 5,284 482 54,601 4,958 9,400 539 6,373 958 1,796 510
Expenses:
Mortality and expense
risks . . . . . . . 1,697 295 5,346 287 658 30 301 83 684 173
-------- ------ -------- ------- ------- ---- ------- ------ ------- -------
Net investment income
(loss) . . . . . . . 3,587 187 49,255 4,671 8,742 509 6,072 875 1,112 337
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 3,191 57 14,525 620 348 36 839 48 888 (91)
Net unrealized
appreciation
(depreciation)
during the period . (12,223) 7,271 146,714 6,278 1,260 8 6,487 784 (1,473) (1,056)
-------- ------ -------- ------- ------- ---- ------- ------ ------- -------
Net realized and
unrealized gain
(loss) on investments (9,032) 7,328 161,239 6,898 1,608 44 7,326 832 (585) (1,147)
-------- ------ -------- ------- ------- ---- ------- ------ ------- -------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $ (5,445) $7,515 $210,494 $11,569 $10,350 $553 $13,398 $1,707 $ 527 $ (810)
======== ====== ======== ======= ======= ==== ======= ====== ======= =======
<CAPTION>
Frontier
Capital Appreciation
Subaccount
---------------------
1997 1996*
---------- ------------
<S> <C> <C>
Investment income:
Distributions
received from:
John Hancock $ -- $ --
Variable Series
Trust I . . . . .
M Fund Inc. . . . . 6,463 --
Interest income on
policy loans . . . -- --
------- ------
Total investment 6,463 --
income . . . . . . .
Expenses:
Mortality and expense
risks . . . . . . . 1,409 477
------- ------
Net investment income 5,054 (477)
(loss) . . . . . . .
Net realized and unrealized gain (loss) on investments:
Net realized gain 8,970 6,683
(loss). . . . . . .
Net unrealized
appreciation 32,469 1,317
(depreciation) ------- ------
during the period .
Net realized and
unrealized gain 41,439
(loss) on investments ------- 8,000
------
Net increase
(decrease) in net $46,493 $7,523
assets resulting from ======= ======
operations . . . . .
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

38
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

Large Cap Growth Subaccount
---------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . . . . $ 1,690,466 $ 1,919,621 $ 773,338
Net realized gain (loss) . . . . . . . . . . . 292,430 145,304 23,090
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 2,142,494 3,756 1,225,784
----------- ----------- -----------
Net increase (decrease) in net assets resulting
from operations . . . . . . . . . . . . . . . 4,125,390 2,068,681 2,022,212
From policyholder transactions:
Net premiums from policyholders . . . . . . . 5,387,401 4,588,842 3,921,962
Net benefits to policyholders . . . . . . . . (3,728,476) (3,100,493) (2,170,453)
Net increase in policy loans . . . . . . . . . 326,883 174,445 181,384
----------- ----------- -----------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . . . 1,985,808 1,662,794 1,932,893
----------- ----------- -----------
Net increase in net assets . . . . . . . . . . 6,111,198 3,731,475 3,955,105
Net assets at beginning of period . . . . . . . 14,080,918 10,349,443 6,394,338
----------- ----------- -----------
Net assets at end of period . . . . . . . . . . $20,192,116 $14,080,918 $10,349,443
=========== =========== ===========
<CAPTION>

Sovereign Bond Subaccount
---------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . . . . $ 4,779,635 $ 4,118,655 $ 3,860,075
Net realized gain (loss) . . . . . . . . . . . (230,607) (169,158) (127,733)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 1,277,686 (1,418,707) 4,205,161
----------- ----------- -----------
Net increase (decrease) in net assets resulting 5,826,714 2,530,790 7,937,503
from operations . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 10,001,325 12,282,665 8,741,178
Net benefits to policyholders . . . . . . . . (8,526,521) (8,373,358) (8,117,059)
Net increase in policy loans . . . . . . . . . 474,983 344,564 344,088
----------- ----------- -----------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . . . 1,949,787 4,253,871 968,207
----------- ----------- -----------
Net increase in net assets . . . . . . . . . . 7,776,501 6,784,661 8,905,710
Net assets at beginning of period . . . . . . . 61,936,384 55,151,723 46,246,013
----------- ----------- -----------
Net assets at end of period . . . . . . . . . . $69,712,885 $61,936,384 $55,151,723
=========== =========== ===========
<CAPTION>
Small Cap Growth
International Equities Subaccount Subaccount
-------------------------------------- --------------------
1997 1996 1995 1997 1996*
------------ ------------ ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . . . . $ 186,725 $ 35,434 $ 24,050 $ (3,795) $ (378)
Net realized gain (loss) . . . . . . . . . . . 50,829 25,854 14,367 6,475 (690)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . (463,778) 217,574 164,490 92,108 (5,174)
----------- ----------- ---------- --------- --------
Net increase (decrease) in net assets resulting (226,224) 278,862 202,907 94,788 (6,242)
from operations . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 1,504,962 1,691,043 1,439,112 809,492 276,720
Net benefits to policyholders . . . . . . . . (1,091,126) (1,137,159) (927,937) (199,118) (13,425)
Net increase in policy loans . . . . . . . . . 13,761 47,823 27,649 -- --
----------- ----------- ---------- --------- --------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . . . 427,597 601,707 538,824 610,374 263,295
----------- ----------- ---------- --------- --------
Net increase in net assets . . . . . . . . . . 201,373 880,569 741,731 705,162 257,053
Net assets at beginning of period . . . . . . . 3,963,303 3,082,734 2,341,003 257,053 --
----------- ----------- ---------- --------- --------
Net assets at end of period . . . . . . . . . . $ 4,164,676 $ 3,963,303 $3,082,734 $ 962,215 $257,053
=========== =========== ========== ========= ========
<CAPTION>
International Balanced
Subaccount
-----------------------
1997 1996*
----------- -------------
<S> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . . . . $ 3,580 $ 653
Net realized gain (loss) . . . . . . . . . . . 429 9
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . (4,312) 899
------- -------
Net increase (decrease) in net assets resulting (303) 1,561
from operations . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 62,380 32,725
Net benefits to policyholders . . . . . . . . (9,531) (1,520)
Net increase in policy loans . . . . . . . . . -- --
------- -------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . . . 52,849 31,205
------- -------
Net increase in net assets . . . . . . . . . . 52,546 32,766
Net assets at beginning of period . . . . . . . 32,766 --
------- -------
Net assets at end of period . . . . . . . . . . $85,312 $32,766
======= =======
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

39
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
Mid Cap Growth Large Cap Value
Subaccount Subaccount
-------------------- ---------------------
1997 1996* 1997 1996*
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Increase in net assets from operations:
Net investment income (loss) . . . . . . . . . . . . . . . . . . $ (2,164) $ 119 $ 53,962 $ 1,838
Net realized gain (loss) . . . . . . . . . . . . . . . . . . . . 5,866 (17) 17,858 588
Net unrealized appreciation (depreciation) during the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,874 1,684 80,036 4,787
--------- -------- ---------- --------
Net increase in net assets resulting from operations . . . . . . 70,576 1,786 151,856 7,213
From policyholder transactions:
Net premiums from policyholders . . . . . . . . . . . . . . . . 457,341 172,848 1,506,756 107,940
Net benefits to policyholders . . . . . . . . . . . . . . . . . (125,239) (9,482) (85,021) (10,621)
Net increase (decrease) in policy loans . . . . . . . . . . . . -- -- -- --
--------- -------- ---------- --------
Net increase (decrease) in net assets resulting from policyholder
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 332,102 163,366 1,421,735 97,319
--------- -------- ---------- --------
Net increase (decrease) in net assets . . . . . . . . . . . . . . 402,678 165,152 1,573,591 104,532
Net assets at beginning of period . . . . . . . . . . . . . . . . 165,152 -- 104,532 --
--------- -------- ---------- --------
Net assets at end of period . . . . . . . . . . . . . . . . . . . $ 567,830 $165,152 $1,678,123 $104,532
========= ======== ========== ========
<CAPTION>

Money Market Subaccount
----------------------------------------
1997 1996 1995
------------ ------------- ------------
<S> <C> <C> <C>
Increase in net assets from operations:
Net investment income (loss) . . . . . . . . . . . . . . . . . . $ 708,721 $ 1,099,660 $ 869,075
Net realized gain (loss) . . . . . . . . . . . . . . . . . . . . -- -- --
Net unrealized appreciation (depreciation) during the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- --
----------- ------------ -----------
Net increase in net assets resulting from operations . . . . . . 708,721 1,099,660 869,075
From policyholder transactions:
Net premiums from policyholders . . . . . . . . . . . . . . . . 11,210,536 34,216,886 13,611,860
Net benefits to policyholders . . . . . . . . . . . . . . . . . (9,620,370) (44,096,427) (2,969,848)
Net increase (decrease) in policy loans . . . . . . . . . . . . 103,247 (134,332) 149,842
----------- ------------ -----------
Net increase (decrease) in net assets resulting from policyholder
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 1,693,413 (10,013,873) 10,791,854
----------- ------------ -----------
Net increase (decrease) in net assets . . . . . . . . . . . . . . 2,402,134 (8,914,213) 11,660,929
Net assets at beginning of period . . . . . . . . . . . . . . . . 12,083,106 20,997,319 9,336,390
----------- ------------ -----------
Net assets at end of period . . . . . . . . . . . . . . . . . . . $14,485,240 $ 12,083,106 $20,997,319
=========== ============ ===========
<CAPTION>
Mid Cap Value
Subaccount Special Opportunities Subaccount
--------------------- ------------------------------------
1997 1996* 1997 1996 1995
----------- --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Increase in net assets from operations:
Net investment income (loss) . . . . . . . . . . . . . . . . . . $ 143,319 $ 4,438 $ 385,735 $ 103,759 $ 19,701
Net realized gain (loss) . . . . . . . . . . . . . . . . . . . . 10,646 8,413 276,956 81,916 9,743
Net unrealized appreciation (depreciation) during the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,409 14,211 (477,912) 264,010 126,004
---------- -------- ----------- ---------- ---------
Net increase in net assets resulting from operations . . . . . . 299,374 27,062 184,779 449,685 155,448
From policyholder transactions:
Net premiums from policyholders . . . . . . . . . . . . . . . . 1,620,752 284,225 2,554,133 2,077,582 774,566
Net benefits to policyholders . . . . . . . . . . . . . . . . . (112,395) (82,860) (1,628,677) (497,713) (164,561)
Net increase (decrease) in policy loans . . . . . . . . . . . . -- -- -- -- --
---------- -------- ----------- ---------- ---------
Net increase (decrease) in net assets resulting from policyholder
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 1,508,357 201,365 925,456 1,579,869 610,005
---------- -------- ----------- ---------- ---------
Net increase (decrease) in net assets . . . . . . . . . . . . . . 1,807,731 228,427 1,110,235 2,029,554 765,453
Net assets at beginning of period . . . . . . . . . . . . . . . . 228,427 -- 2,981,726 952,172 186,719
---------- -------- ----------- ---------- ---------
Net assets at end of period . . . . . . . . . . . . . . . . . . . $2,036,158 $228,427 $ 4,091,961 $2,981,726 $ 952,172
========== ======== =========== ========== =========
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

40
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

Real Estate Equity Subaccount
--------------------------------------
1997 1996 1995
------------ ------------ -----------
<S> <C> <C> <C>
Increase in net assets from operations:
Net investment income . . . . . . . . . . . . $ 320,137 $ 173,353 $ 152,315
Net realized gain (loss) . . . . . . . . . . . 181,015 39,891 (39,490)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 165,392 637,301 155,992
----------- ----------- ----------
Net increase in net assets resulting from
operations . . . . . . . . . . . . . . . . . . 666,544 850,545 268,817
From policyholder transactions:
Net premiums from policyholders . . . . . . . 1,748,132 1,161,434 1,086,721
Net benefits to policyholders . . . . . . . . (1,218,783) (1,008,266) (814,812)
Net increase (decrease) in policy loans . . . 34,311 33,973 (13,207)
Net increase (decrease) in net assets resulting
from policyholder transactions . . . . . . . . 563,660 187,141 258,702
----------- ----------- ----------
Net increase (decrease) in net assets . . . . . 1,230,204 1,037,686 527,519
Net assets at beginning of period . . . . . . . 3,644,506 2,606,820 2,079,301
----------- ----------- ----------
Net assets at end of period . . . . . . . . . . $ 4,874,710 $ 3,644,506 $2,606,820
=========== =========== ==========
<CAPTION>

Growth & Income Subaccount
------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Increase in net assets from operations:
Net investment income . . . . . . . . . . . . $ 25,969,260 $ 19,126,495 $ 11,438,266
Net realized gain (loss) . . . . . . . . . . . 1,982,518 820,430 85,385
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 18,247,212 4,555,481 17,351,805
------------ ------------ ------------
Net increase in net assets resulting from 46,198,990 24,502,406 28,875,456
operations . . . . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 30,351,780 32,903,369 20,933,714
Net benefits to policyholders . . . . . . . . (24,619,851) (21,130,764) (16,972,544)
Net increase (decrease) in policy loans . . . 3,346,307 1,965,133 1,898,826
Net increase (decrease) in net assets resulting
from policyholder transactions . . . . . . . . 9,078,236 13,737,738 5,859,996
------------ ------------ ------------
Net increase (decrease) in net assets . . . . . 55,277,226 38,240,144 34,735,452
Net assets at beginning of period . . . . . . . 169,706,825 131,466,681 96,731,229
------------ ------------ ------------
Net assets at end of period . . . . . . . . . . $224,984,051 $169,706,825 $131,466,681
============ ============ ============
<CAPTION>

Managed Subaccount
------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Increase in net assets from operations:
Net investment income . . . . . . . . . . . . $ 8,162,423 $ 8,984,359 $ 6,216,150
Net realized gain (loss) . . . . . . . . . . . 437,661 230,806 (6,127)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 4,941,061 (2,103,918) 7,134,666
------------ ------------ ------------
Net increase in net assets resulting from 13,541,145 7,111,247 13,344,689
operations . . . . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 13,194,907 14,481,195 13,141,463
Net benefits to policyholders . . . . . . . . (14,539,295) (12,942,967) (11,680,334)
Net increase (decrease) in policy loans . . . 1,257,640 719,880 1,120,431
Net increase (decrease) in net assets resulting
from policyholder transactions . . . . . . . . (86,748) 2,258,108 2,581,560
------------ ------------ ------------
Net increase (decrease) in net assets . . . . . 13,454,397 9,369,355 15,926,249
Net assets at beginning of period . . . . . . . 80,603,518 71,234,163 55,307,914
------------ ------------ ------------
Net assets at end of period . . . . . . . . . . $ 94,057,915 $ 80,603,518 $ 71,234,163
============ ============ ============
<CAPTION>
Short-Term U.S.
Government Subaccount
-------------------------------------
1997 1996 1995
------------- ------------ -----------
<S> <C> <C> <C>
Increase in net assets from operations:
Net investment income . . . . . . . . . . . . $ 915,175 $ 186,525 $ 2,454
Net realized gain (loss) . . . . . . . . . . . (27,616) 577 477
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . . 226,435 225,129 1,735
------------ ----------- --------
Net increase in net assets resulting from 1,113,994 412,231 4,666
operations . . . . . . . . . . . . . . . . . .
From policyholder transactions:
Net premiums from policyholders . . . . . . . 116,602 24,721,092 68,539
Net benefits to policyholders . . . . . . . . (26,168,835) (147,655) (14,808)
Net increase (decrease) in policy loans . . . -- -- --
Net increase (decrease) in net assets resulting
from policyholder transactions . . . . . . . . (26,052,233) 24,573,437 53,731
------------ ----------- --------
Net increase (decrease) in net assets . . . . . (24,938,239) 24,985,668 58,397
Net assets at beginning of period . . . . . . . 25,065,342 79,674 21,277
------------ ----------- --------
Net assets at end of period . . . . . . . . . . $ 127,103 $25,065,342 $ 79,674
============ =========== ========
</TABLE>

- ---------
See accompanying notes.

41
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

Small Cap Value International Opportunities Equity Index
Subaccount Subaccount Subaccount
-------------------- ---------------------------- ---------------------
1997 1996* 1997 1996* 1997 1996*
----------- -------- ------------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income
(loss) . . . . . . . . . . . . $ 92,574 $ 1,525 $ 3,587 $ 187 $ 49,255 $ 4,671
Net realized gain (loss) . . . . 19,812 11 3,191 57 14,525 620
Net unrealized appreciation
(depreciation) during the period (12,804) 2,702 (12,223) 7,271 146,714 6,278
---------- ------- -------- -------- ---------- --------
Net increase (decrease) in net
assets resulting from operations 99,582 4,238 (5,445) 7,515 210,494 11,569
From policyholder transactions:
Net premiums from policyholders 1,224,547 63,825 295,915 141,907 1,827,052 234,122
Net benefits to
policyholders . . . . . . . . . (137,364) (3,155) (46,736) (4,149) (149,826) (9,816)
Net increase in policy
loans . . . . . . . . . . . . . -- -- -- -- -- --
---------- ------- -------- -------- ---------- --------
Net increase in net assets
resulting from policyholder
transactions . . . . . . . . . . 1,087,183 60,670 249,179 137,758 1,677,226 224,306
---------- ------- -------- -------- ---------- --------
Net increase in net assets . . . 1,186,765 64,908 243,734 145,273 1,887,720 235,875
Net assets at beginning of
period . . . . . . . . . . . . . 64,908 -- 145,273 -- 235,875 --
---------- ------- -------- -------- ---------- --------
Net assets at end of period . . . $1,251,673 $64,908 $389,007 $145,273 $2,123,595 $235,875
========== ======= ======== ======== ========== ========
<CAPTION>
Edinburgh Frontier Capital
Strategic Bond Turner Core International Appreciation
Subaccount Growth Subaccount Equity Subaccount Subaccount
------------------ ------------------ ------------------ -------------------
1997 1996* 1997 1996* 1997 1996* 1997 1996*
--------- -------- -------- -------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income $ 8,742 $ 509 $ 6,072 $ 875 $ 1,112 $ 337 $ 5,054 $ (477)
(loss) . . . . . . . . . . . .
Net realized gain (loss) . . . . 348 36 839 48 888 (91) 8,970 6,683
Net unrealized appreciation
(depreciation) during the period 1,260 8 6,487 784 (1,473) (1,056) 32,469 1,317
-------- ------- ------- ------- -------- ------- -------- --------
Net increase (decrease) in net 10,350 553 13,398 1,707 527 (810) 46,493 7,523
assets resulting from operations
From policyholder transactions:
Net premiums from policyholders 161,548 13,347 33,658 28,147 82,259 91,573 138,553 230,461
Net benefits to (37,799) (682) (7,208) (1,062) (45,350) (1,860) (70,647) (78,775)
policyholders . . . . . . . . .
Net increase in policy
loans . . . . . . . . . . . . . -- -- -- -- -- -- -- --
-------- ------- ------- ------- -------- ------- -------- --------
Net increase in net assets
resulting from policyholder 123,749
transactions . . . . . . . . . . -------- 12,665 26,450 27,085 36,909 89,713 67,906 151,686
------- ------- ------- -------- ------- -------- --------
Net increase in net assets . . . 134,099 13,218 39,848 28,792 37,436 88,903 114,399 159,209
Net assets at beginning of
period . . . . . . . . . . . . . 13,218 -- 28,792 -- 88,903 -- 159,209 --
-------- ------- ------- ------- -------- ------- -------- --------
Net assets at end of period . . . $147,317 $13,218 $68,640 $28,792 $126,339 $88,903 $273,608 $159,209
======== ======= ======= ======= ======== ======= ======== ========
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

42
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

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 or John Hancock). 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 twenty-one
subaccounts. The assets of each subaccount are invested exclusively in shares of
a corresponding Portfolio of John Hancock Variable Series Trust I (the Fund) or
of M Fund Inc. (M Fund). New subaccounts may be added as new Portfolios are
added to the Fund or to M Fund, or as other investment options are developed,
and made available to policyholders. The twenty-one Portfolios of the Fund and M
Fund which are currently available are the Large Cap Growth, Sovereign Bond,
International Equities, Small Cap Growth, International Balanced, Mid Cap
Growth, Large Cap Value, Money Market, Mid Cap Value, Special Opportunities,
Real Estate Equity, Growth & Income, Managed, Short-Term U.S. Government, Small
Cap Value, International Opportunities, Equity Index, Strategic Bond, Turner
Core Growth, Edinburgh International Equity and Frontier Capital Appreciation
Portfolios. 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.

2. SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

VALUATION OF INVESTMENTS

Investment in shares of the Fund and of M 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

43
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED

2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
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 .50%
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.

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 policyholder indebtedness) and
compounded daily.

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.

44
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
4. DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Portfolios of the Fund and of M Fund at December 31, 1997 were as follows:

<TABLE>
<CAPTION>
Subaccount Shares Owned Cost Value
- ---------- ------------ ---- -----
<S> <C> <C> <C>
Large Cap Growth . . . . . . . 895,075 $ 15,892,909 $ 18,634,480
Sovereign Bond . . . . . . . . 6,034,072 60,417,965 60,032,856
International Equities . . . . 259,525 4,122,639 3,944,730
Small Cap Growth . . . . . . . 84,822 875,281 962,215
International Balanced . . . . 8,438 88,725 85,312
Mid Cap Growth . . . . . . . . 47,615 499,272 567,830
Large Cap Value . . . . . . . . 123,668 1,593,299 1,678,123
Money Market . . . . . . . . . 1,225,500 12,254,998 12,254,998
Mid Cap Value . . . . . . . . . 146,845 1,876,539 2,036,158
Special Opportunities . . . . . 265,969 4,181,272 4,091,961
Real Estate Equity . . . . . . 292,206 3,801,801 4,649,139
Growth & Income . . . . . . . . 12,021,535 168,816,740 199,623,682
Managed . . . . . . . . . . . . 5,789,690 77,812,548 83,078,514
Short-Term U.S. Government . . 12,605 127,250 127,103
Small Cap Value . . . . . . . . 100,931 1,261,774 1,251,673
International Opportunities . . 36,605 393,990 389,007
Equity Index . . . . . . . . . 149,410 1,970,603 2,123,595
Strategic Bond . . . . . . . . 14,383 146,050 147,317
Turner Core Growth . . . . . . 5,084 61,369 68,640
Edinburgh International Equity 12,685 128,867 126,339
Frontier Capital Appreciation . 18,338 239,823 273,608
</TABLE>

45
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
4. DETAILS OF INVESTMENTS--CONTINUED

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Portfolios of the Fund and of M Fund during 1997,
were as follows:

<TABLE>
<CAPTION>
Subaccount Purchases Sales
- ---------- --------- -----
<S> <C> <C>
Large Cap Growth . . . . . . . . . . . . . . . $ 4,736,825 $ 1,400,399
Sovereign Bond . . . . . . . . . . . . . . . . 10,368,825 4,136,318
International Equities . . . . . . . . . . . . 1,118,754 518,717
Small Cap Growth . . . . . . . . . . . . . . . 722,061 115,483
International Balanced . . . . . . . . . . . . 65,555 9,126
Mid Cap Growth . . . . . . . . . . . . . . . . 402,499 72,561
Large Cap Value . . . . . . . . . . . . . . . 1,570,481 94,785
Money Market . . . . . . . . . . . . . . . . . 10,270,729 7,975,918
Mid Cap Value . . . . . . . . . . . . . . . . 1,700,997 49,320
Special Opportunities . . . . . . . . . . . . 2,282,246 971,054
Real Estate Equity . . . . . . . . . . . . . . 1,690,164 840,607
Growth & Income . . . . . . . . . . . . . . . 40,552,905 8,979,442
Managed . . . . . . . . . . . . . . . . . . . 14,242,930 7,470,857
Short-Term U.S. Government . . . . . . . . . . 1,111,536 26,248,593
Small Cap Value . . . . . . . . . . . . . . . 1,278,340 98,584
International Opportunities . . . . . . . . . 291,672 38,875
Equity Index . . . . . . . . . . . . . . . . . 1,806,826 80,346
Strategic Bond . . . . . . . . . . . . . . . . 165,467 32,975
Turner Core Growth . . . . . . . . . . . . . . 346,070 7,548
Edinburgh International Equity . . . . . . . . 73,973 35,953
Frontier Capital Appreciation . . . . . . . . 137,628 71,165
</TABLE>

5. IMPACT OF YEAR 2000 (UNAUDITED)

John Hancock Mutual Variable Life Insurance Account UV, along with John
Hancock Mutual Life Insurance Company, its ultimate parent (together, John
Hancock), have developed a plan to modify or replace significant portions of the
Account's computer information and automated technologies so that its systems
will function properly with respect to the dates in the year 2000 and
thereafter. The Account presently believes that with modifications to existing
systems and conversions to new technologies, the year 2000 will not pose
significant operational problems for its computer systems. However, if certain
modifications and conversions are not made, or are not completed timely, the
year 2000 issue could have an adverse impact on the operations of the Account.

John Hancock as early as 1994 had begun assessing, modifying and converting
the software related to its significant systems and has initiated formal
communications with its significant business partners and customers to determine
the extent to which John Hancock's interface systems are vulnerable to those
third parties' failure to remediate their own year 2000 issues. While John
Hancock is developing alternative third-party processing arrangements as it
deems appropriate, there is no guarantee that the systems of other companies on
which the Account's systems rely will be converted timely or will not have an
adverse effect on the Account's systems.

46
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
5. IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

The Account expects the project to be substantially complete by early 1999.
This completion target was derived utilizing numerous assumptions of future
events, including availability of certain resources and other factors. However,
there can be no guarantee that this completion target will be achieved.

47
<PAGE>

REPORT 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 Large Cap Growth, Sovereign Bond, International Equities,
Small Cap Growth, International Balanced, Mid Cap Growth, Large Cap Value, Money
Market, Mid Cap Value, Special Opportunities, Real Estate Equity, Growth &
Income, Managed, Short-Term U.S. Government, Small Cap Value, International
Opportunities, Equity Index, Strategic Bond, Turner Core Growth, Edinburgh
International Equity and Frontier Capital Appreciation Subaccounts) as of
December 31, 1997, and the related statements of operations, and statements of
changes in net assets for each of 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, 1997, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with generally accepted
accounting principles.

Ernst & Young LLP

Boston, Massachusetts
February 6, 1998

48
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

We have audited the accompanying statutory-basis statements of financial
position of John Hancock Mutual Life Insurance Company as of December 31, 1997
and 1996, and the related statutory-basis statements of operations and changes
in policyholders' contingency reserves and 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.

As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
described in Note 1. The effects on the financial statements of these variances
are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of John Hancock Mutual Life Insurance Company at December 31, 1997 and 1996, or
the results of its operations or its cash flows for the year ended December 31,
1997.

Also, 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, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.

Ernst & Young LLP
Boston, Massachusetts
February 18, 1998

49
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31
--------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . . . . $22,986.0 $22,467.0
Stocks:
Preferred . . . . . . . . . . . . . . . . . . . . . 640.6 416.2
Common . . . . . . . . . . . . . . . . . . . . . . . 256.9 249.8
Investments in affiliates . . . . . . . . . . . . . 1,442.0 1,268.9
--------- ---------
2,339.5 1,934.9
Mortgage loans on real estate--Note 6 . . . . . . . . 7,851.2 7,964.0
Real estate:
Company occupied . . . . . . . . . . . . . . . . . . 375.1 372.1
Investment properties . . . . . . . . . . . . . . . 1,893.4 2,042.3
--------- ---------
2,268.5 2,414.4
Policy loans . . . . . . . . . . . . . . . . . . . . . 1,577.3 1,589.3
Cash items:
Cash in banks and offices . . . . . . . . . . . . . 176.0 348.4
Temporary cash investments . . . . . . . . . . . . . 548.8 1,068.3
--------- ---------
724.8 1,416.7
Premiums due and deferred . . . . . . . . . . . . . . 222.3 278.4
Investment income due and accrued . . . . . . . . . . 505.8 547.8
Other general account assets . . . . . . . . . . . . . 948.6 1,009.9
Assets held in separate accounts . . . . . . . . . . . 16,021.7 13,969.1
--------- ---------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $55,445.7 $53,591.5
========= =========
OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY RESERVES
OBLIGATIONS
Policy reserves . . . . . . . . . . . . . . . . . . $19,206.6 $18,544.0
Policyholders' and beneficiaries' funds . . . . . . 13,985.1 14,679.3
Dividends payable to policyholders . . . . . . . . . 399.7 395.5
Policy benefits in process of payment . . . . . . . 115.5 236.3
Other policy obligations . . . . . . . . . . . . . . 214.8 210.5
Asset valuation reserve--Note 1 . . . . . . . . . . 1,165.7 1,064.8
Federal income and other accrued taxes--Note 1 . . . 96.9 125.1
Other general account obligations . . . . . . . . . 1,084.5 1,521.7
Obligations related to separate accounts . . . . . . 16,019.1 13,958.2
--------- ---------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . . . . 52,287.9 50,735.4
POLICYHOLDERS' CONTINGENCY RESERVES
Surplus notes--Note 2 . . . . . . . . . . . . . . . 450.0 450.0
Special contingency reserve for group insurance . . 151.8 194.8
General contingency reserve . . . . . . . . . . . . 2,556.0 2,211.3
--------- ---------
TOTAL POLICYHOLDERS' CONTINGENCY RESERVES . . . . . . 3,157.8 2,856.1
--------- ---------
TOTAL OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY
RESERVES. . . . . . . . . . . . . . . . . . . . . . . $55,445.7 $53,591.5
========= =========
</TABLE>

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

50
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND CHANGES IN POLICYHOLDERS'
CONTINGENCY RESERVES

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
INCOME
Premiums, annuity considerations and pension fund
contributions. . . . . . . . . . . . . . . . . $ 7,371.6 $ 8,003.1
Net investment income--Note 4 . . . . . . . . . 2,856.1 2,803.1
Other, net . . . . . . . . . . . . . . . . . . . 119.0 68.6
--------- ---------
10,346.7 10,874.8
BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries:
Death benefits . . . . . . . . . . . . . . . 737.4 886.8
Accident and health benefits . . . . . . . . 121.4 300.9
Annuity benefits . . . . . . . . . . . . . . 1,668.2 1,539.4
Surrender benefits and annuity fund
withdrawals. . . . . . . . . . . . . . . . . 6,293.1 5,565.4
Matured endowments . . . . . . . . . . . . . 21.0 20.6
--------- ---------
8,841.1 8,313.1
Additions to reserves to provide for future
payments to policyholders and beneficiaries . (186.7) 880.5
Expenses of providing service to policyholders
and obtaining new insurance:
Field sales compensation and expenses . . . . 278.3 275.0
Home office and general expenses . . . . . . 479.7 514.8
Payroll, state premium and miscellaneous taxes . 49.9 70.9
--------- ---------
9,462.3 10,054.3
GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
POLICYHOLDERS, FEDERAL INCOME TAXES AND
NET REALIZED CAPITAL LOSSES . . . . . . . 884.4 820.5
Dividends to policyholders . . . . . . . . . . . . 398.2 399.4
Federal income taxes--Note 1 . . . . . . . . . . . 18.9 107.1
--------- ---------
417.1 506.5
--------- ---------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL LOSSES . . . . . . . . . . . . . 467.3 314.0
Net realized capital losses--Note 5 . . . . . . . (89.8) (43.6)
--------- ---------
NET INCOME . . . . . . . . . . . . . . . . 377.5 270.4
OTHER INCREASES (DECREASES) IN POLICYHOLDERS'
CONTINGENCY RESERVES:
Net unrealized capital gains and other
adjustments--Note 5 . . . . . . . . . . . . . $ 58.6 $ 191.7
Valuation reserve changes--Note 1 . . . . . . . 1.4 (27.5)
Prior years' federal income taxes . . . . . . . (35.6) (28.9)
Other reserves and adjustments, net . . . . . . (100.2) (83.1)
--------- ---------
NET INCREASE IN POLICYHOLDERS' CONTINGENCY
RESERVES. . . . . . . . . . . . . . . . . 301.7 322.6
Policyholders' contingency reserves at beginning of
year. . . . . . . . . . . . . . . . . . . . . . . 2,856.1 2,533.5
--------- ---------
POLICYHOLDERS' CONTINGENCY RESERVES AT END
OF YEAR . . . . . . . . . . . . . . . . . $ 3,157.8 $ 2,856.1
========= =========
</TABLE>

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

51
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Insurance premiums, annuity considerations and
deposits. . . . . . . . . . . . . . . . . . . . $ 7,518.8 $ 8,120.4
Net investment income . . . . . . . . . . . . . . 2,988.7 2,965.5
Benefits to policyholders and beneficiaries . . . (9,030.3) (8,476.6)
Dividends paid to policyholders . . . . . . . . . (394.0) (382.6)
Insurance expenses and taxes . . . . . . . . . . (815.3) (884.1)
Net transfers from separate accounts . . . . . . 896.8 198.2
Other, net . . . . . . . . . . . . . . . . . . . (798.3) (602.7)
---------- ---------
NET CASH PROVIDED FROM OPERATIONS . . . . . . 366.4 938.1
---------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Bond purchases . . . . . . . . . . . . . . . . . (18,003.6) (7,590.7)
Bond sales . . . . . . . . . . . . . . . . . . . 13,541.1 2,812.4
Bond maturities and scheduled redemptions . . . . 2,927.6 2,241.0
Bond prepayments . . . . . . . . . . . . . . . . 1,096.3 1,223.2
Stock purchases . . . . . . . . . . . . . . . . . (1,125.7) (391.2)
Proceeds from stock sales . . . . . . . . . . . . 921.7 573.2
Real estate purchases . . . . . . . . . . . . . . (243.0) (447.7)
Real estate sales . . . . . . . . . . . . . . . . 444.5 382.1
Other invested assets purchases . . . . . . . . . (171.1) (214.7)
Proceeds from the sale of other invested assets . 109.3 183.6
Mortgage loans issued . . . . . . . . . . . . . . (1,165.8) (1,582.7)
Mortgage loan repayments . . . . . . . . . . . . 1,176.9 2,247.3
Other, net . . . . . . . . . . . . . . . . . . . (333.8) 205.3
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES . . . . (825.6) (358.9)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term note payable (16.4) 90.0
Issuance of REMIC notes payable . . . . . . . . . 0.0 292.0
Repayment of REMIC notes payable . . . . . . . . (216.3) (85.2)
---------- ---------
NET CASH (USED IN) PROVIDED FROM FINANCING
ACTIVITIES. . . . . . . . . . . . . . . . . . (232.7) 296.8
---------- ---------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH
INVESTMENTS. . . . . . . . . . . . . . . . . . . . (691.9) 876.0
Cash and temporary cash investments at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . 1,416.7 540.7
---------- ---------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 724.8 $ 1,416.7
========== =========
</TABLE>

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

52
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

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; Group
Pension, which offers single premium annuity and guaranteed investment contracts
through both the general and separate accounts; and Business Insurance, its
group life, health, and long-term care operations including administrative
services provided to group customers. 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 life insurance products
for the Canadian market, 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.

On February 28, 1997, the Company sold its group accident and health business
and related group life business to UNICARE Life & Health Insurance Company
(UNICARE), a wholly-owned subsidiary of WellPoint Health Networks Inc. The
Company retained its group long-term care operations. Assets equal to
liabilities of approximately $562.4 million at February 28, 1997, subject to the
completion of a closing audit, were transferred to UNICARE in connection with
the sale. The corresponding amount of assets and liabilities at December 31,
1996 was $559.4 million. The gain from operations in both periods was not
significant. The insurance business sold was transferred to UNICARE through a
100% coinsurance agreement. The Company remains liable to its policyholders to
the extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement. As a result, the Company has secured a $397 million
letter of credit facility with a group of banks led by Morgan Guaranty Trust
Company of New York. The banks have agreed to issue a letter of credit to the
Company pursuant to which the Company may draw up to $397 million for any claims
not satisfied by UNICARE under the coinsurance agreement after the Company has
incurred the first $113 million of losses from such claims. The amount available
pursuant to the letter of credit agreement and any letter of credit issued
thereunder will be automatically reduced on a scheduled basis consistent with
the anticipated runoff of liabilities related to the business reinsured under
the coinsurance agreement. The letter of credit agreement and any letter of
credit issued thereunder are scheduled to expire on March 1, 2002.

The Company is domiciled in the Commonwealth of Massachusetts and 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, including banks, brokers/ dealers and
direct marketing efforts.

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.

53
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED The
Company distributes its group benefit products through group representatives,
who are John Hancock employees or through intermediaries, in key markets
nationwide.

The preparation of financial statements 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 using
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 (NAIC), which practices differ
from generally accepted accounting principles (GAAP).

The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to policyholders' contingency reserves rather than
consolidated in the financial statements; (8) no provision is made for the
deferred income tax effects of temporary differences between book and tax basis
reporting; (9) certain items, including modifications to required policy
reserves resulting from changes in actuarial assumptions or increased benefits,
are recorded directly to policyholders' contingency reserves rather than being
reflected in income; and (10) surplus notes are reported as surplus rather than
as liabilities. The effects of the foregoing variances from GAAP have not been
determined, but are presumed to be material.

The significant accounting practices of the Company are as follows:

Pending Statutory Standards: The NAIC currently is in the process of recodifying
statutory accounting practices, the result of which is expected to constitute
the only source of prescribed statutory accounting practices. Accordingly, that
project, which is expected to be approved by the NAIC in 1998 will likely
change, to some extent, prescribed statutory accounting practices, and may
result in changes to the accounting practices that the Company uses to prepare
its statutory-basis financial statements. The impact of any such changes on the
Company's statutory surplus is not expected to be material.

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.

54
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
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 NAIC; bonds generally
at amortized amounts or cost, preferred stocks generally at cost and common
stocks at fair value. The discount or premium on bonds is amortized using the
interest method.

Investments in affiliates are included on the statutory equity method.

Loan-backed bonds and structured securities are valued at amortized cost using
the interest method including anticipated prepayments. Prepayment assumptions
are obtained from broker dealer surveys or internal estimates and are based on
the current interest rate and economic environment. The retrospective
adjustment method is used to value all such securities except for
interest-only securities, which are valued using the prospective method.

The net interest effect of interest rate and currency rate swap transactions
is recorded as an adjustment of interest income as incurred. The initial cost
of interest rate cap and floor agreements is amortized to net investment
income over the life of the related agreement. 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.

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. Accumulated depreciation amounted to
$470.5 million and $393.5 million at December 31, 1997 and 1996, respectively.

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 fair
value 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
generally 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 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.

55
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED 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, 1997, the IMR,
net of 1997 amortization of $25.2 million, amounted to $165.6 million which is
included in other policy obligations. The corresponding 1996 amounts were $18.9
million and $121.7 million, respectively.

Property and Equipment: Data processing equipment, which amounted to $30.0
million in 1997 and $41.6 million in 1996 and is 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. Depreciation expense was $21.8 million in 1997 and $31.0 million
in 1996.

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for annuity contracts and variable life
insurance policies, and for which the contractholder, rather than the Company,
generally bears the investment risk. Separate account obligations are intended
to be satisfied from separate account assets and not from assets of the general
account. Separate accounts generally are reported at fair value. The operations
of the separate accounts are not included in the statement of operations;
however, income earned on amounts initially invested by the Company in the
formation of new separate accounts is included in other income.

Fair Value Disclosure 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 certain
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. See Note 15.

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.

56
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED 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 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, 1997. 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 are determined using
the specific identification basis. 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.

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: Life, annuity, and accident and health benefit reserves are
developed by actuarial methods and are determined based on published tables
using statutorily specified interest rates and valuation methods that will
provide, in the aggregate, reserves that are greater than or equal to the
minimum or guaranteed policy cash values or the amounts required by the
Commonwealth of Massachusetts Division of Insurance. 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 from2 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 generally
ranging from 2% to8 3/4%.

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.

57
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS 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, 1997 December 31, 1996
-------------------- --------------------
Statement Fair Statement Fair
Value Value Value Value
--------- ----- --------- -----
(In millions)
<S> <C> <C> <C> <C>
Guaranteed investment contracts $11,499.4 $11,516.8 $11,921.6 $11,943.2
Fixed-rate deferred and immediate
annuities . . . . . . . . . . . 4,289.1 4,290.4 3,909.3 3,886.1
Supplementary contracts without
life contingencies . . . . . . 40.9 42.1 45.6 46.0
--------- --------- --------- ---------
$15,829.4 $15,849.3 $15,876.5 $15,875.3
========= ========= ========= =========
</TABLE>

Federal Income Taxes: Federal income taxes are reported 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.

When determining its consolidated federal income tax expense, the Company uses a
number of estimated amounts that may change when the actual tax return is
completed. In addition, the Company must also use an estimated differential
earnings rate (DER) to compute the equity tax portion of its federal income tax
expense. Because the DER is set by the Internal Revenue Service after completion
of the financial statements, a true-up adjustment (i.e., effect of the
difference between the estimated and final DER) is necessary.

Amounts for disputed tax issues relating to prior years are charged or credited
directly to policyholders' contingency reserves.

Certain subsidiaries acquired by the Company have potential tax loss
carryforwards of $14.3 million expiring in 1998. These amounts 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 $146.4 million in
1997 and $309.9 million in 1996.

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 1997, the Company refined certain
actuarial assumptions inherent in the calculation of reserves related to
guaranteed investment contracts and AIDS claims under individual insurance
policies resulting in a net $1.4 million increase in policyholders' contingency
reserves at December 31, 1997. Similar refinements to the actuarial assumptions
inherent in the calculation of reserves related to guaranteed

58
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
investment contracts were made in 1996 resulting in a $27.5 million decrease in
policyholders' contingency reserves at December 31, 1996.

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.

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the
Company receives notice that an amount is payable to a guaranty fund.

NOTE 2--SURPLUS NOTES

On February 25, 1994, the Company issued $450 million of surplus notes that bear
interest at7 3/8% and are scheduled to mature on February 15, 2024. The issuance
of the surplus notes was approved by the Commonwealth of 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 Commonwealth of
Massachusetts Division of Insurance. Surplus notes are reported as part of
policyholders' contingency reserves rather than liabilities. Interest of $33.2
million was paid on the notes during each of 1997 and 1996.

NOTE 3--BORROWED MONEY

At December 31, 1997, the Company had a $500 million syndicated line of credit.
There are 26 banks who are part of the syndicate which is under the leadership
of Morgan Guaranty Trust Company of New York. The banks will commit, when
requested, to loan funds at prevailing interest rates as determined in
accordance with the line of credit agreement, which terminates on June 30, 2001.
The agreement does not contain a material adverse change clause. Under the terms
of the agreement, the Company is required to maintain certain minimum levels of
net worth and comply with certain other covenants. As of December 31, 1997,
these covenants were met; however, 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. In
addition, the Company has guaranteed the timely payment of principal and
interest on the debt. The debt was issued in two notes of equal amounts. The
interest rates on the class A1 and A2 notes are calculated on a floating basis,
based on the monthly LIBOR rates plus 22 and 27 basis points, respectively. The
LIBOR rates were 5.72% and 5.50%, respectively, at December 31, 1997 and 1996.
The class A1 notes were fully repaid on March 25, 1997 and the class A2 notes
have a last scheduled payment date of June 25, 1998. The outstanding balances of
the notes totaled $42.6 million and $127.9 million at December 31, 1997 and
1996, respectively, and are included in other general account obligations.

In 1996, the Company issued $292.0 million of additional debt through a REMIC
(REMIC II). As collateral to the debt, the Company pledged $1,455.4 million of
commercial mortgages to the REMIC II Trust. The debt was issued

59
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 3--BORROWED MONEY--CONTINUED
in two notes. The interest rates on the class A1 and A2 notes are calculated on
a floating basis, based on the monthly LIBOR rate plus 5 and 19 basis points,
respectively. The class A1 notes were fully repaid on December 26, 1997 and the
class A2 notes have a last scheduled payment date of July 26, 1999. The
outstanding balances of the notes totaled $161.0 million and $292.0 million at
December 31, 1997 and 1996, respectively, and are included in other general
account obligations.

On December 31, 1997, the Company had outstanding a short-term note of $75.0
million payable to an affiliate at a variable rate of interest. The note, which
is included in other general account obligations, was repaid on January 5, 1998.

Interest paid on borrowed money was $19.3 million and $10.4 million during 1997
and 1996, respectively.

NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In millions)
<S> <C> <C>
Investment expenses . . . . . . . . . . . . . . . . . . . $339.6 $333.8
Interest expense . . . . . . . . . . . . . . . . . . . . . 57.9 48.1
Depreciation on real estate and other invested assets . . 76.6 73.3
Real estate and other investment taxes . . . . . . . . . . 61.5 65.2
------ ------
$535.6 $520.4
====== ======
</TABLE>

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

Net realized capital losses consist of the following items:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In millions)
<S> <C> <C>
Net gains from asset sales and foreclosures . . . . . . . . $ 63.4 $ 81.2
Capital gains tax . . . . . . . . . . . . . . . . . . . . . (84.1) (53.7)
Net capital gains transferred to the IMR . . . . . . . . . (69.1) (71.1)
------ ------
Net Realized Capital Losses . . . . . . . . . . . . . . . . $(89.8) $(43.6)
====== ======
</TABLE>

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

<TABLE>
<CAPTION>
1997 1996
---- ----
(In millions)
<S> <C> <C>
Net gains from changes in security values and book value
adjustments. . . . . . . . . . . . . . . . . . . . . . . $ 159.5 $242.2
Increase in asset valuation reserve . . . . . . . . . . . (100.9) (50.5)
------- ------
Net Unrealized Capital Gains and Other Adjustments . . . $ 58.6 $191.7
======= ======
</TABLE>

60
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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

<TABLE>
<CAPTION>
Gross Gross
Statement Unrealized Unrealized Fair
Year ended December 31, 1997 Value Gains Losses Value
- ---------------------------- --------- ---------- ---------- -----
(In millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies . . $ 258.9 $ 9.3 $ 0.0 $ 268.2
Obligations of states and
political subdivisions . . . 149.6 16.3 0.0 165.9
Debt securities issued by
foreign governments . . . . . 259.7 53.2 0.1 312.8
Corporate securities . . . . . 17,336.1 1,485.9 113.4 18,708.6
Mortgage-backed securities . . 4,981.7 115.9 28.3 5,069.3
--------- -------- ------ ---------
Total bonds . . . . . . . . . $22,986.0 $1,680.6 $141.8 $24,524.8
========= ======== ====== =========
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31, 1996
- ----------------------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies . . . . . $ 430.2 $ 8.8 $ 4.2 $ 434.8
Obligations of states and political
subdivisions. . . . . . . . . . . . 175.2 8.8 3.9 180.1
Debt securities issued by foreign
governments . . . . . . . . . . . . 203.5 30.1 0.0 233.6
Corporate securities . . . . . . . . 16,902.1 1,083.2 112.6 17,872.7
Mortgage-backed securities . . . . . 4,756.0 116.3 54.5 4,817.8
--------- -------- ------ ---------
Total bonds . . . . . . . . . . . . $22,467.0 $1,247.2 $175.2 $23,539.0
========= ======== ====== =========
</TABLE>

The statement value and fair value of bonds at December 31, 1997, 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 Fair
Value Value
--------- -----
(In millions)
<S> <C> <C>

Due in one year or less . . . . . . . . . . . . . . . $ 1,386.4 $ 1,426.6
Due after one year through five years . . . . . . . . 5,809.6 6,079.2
Due after five years through ten years . . . . . . . . 5,465.5 5,867.1
Due after ten years . . . . . . . . . . . . . . . . . 5,342.8 6,082.6
--------- ---------
18,004.3 19,455.5
Mortgage-backed securities . . . . . . . . . . . . . . 4,981.7 5,069.3
--------- ---------
$22,986.0 $24,524.8
========= =========
</TABLE>

Gross gains of $61.5 million in 1997 and $43.8 million in 1996 and gross losses
of $86.6 million in 1997 and $27.6 million in 1996 were realized from the sale
of bonds.

61
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED
At December 31, 1997, bonds with an admitted asset value of $19.2 million were
on deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $148.0 million and $136.1 million at December 31,
1997 and 1996, respectively. At December 31, 1997, gross unrealized appreciation
on common stocks totaled $139.3 million, and gross unrealized depreciation
totaled $30.4 million. The fair value of preferred stock totaled $695.8 million
at December 31, 1997 and $451.0 million at December 31, 1996.

The Company participates in a security lending program for the purpose of
enhancing income on securities held. At December 31, 1997 and 1996, $217.0
million and $540.5 million, respectively, of the Company's bonds and stocks were
on loan to various brokers/dealers, but were fully collateralized by cash and
U.S. government securities in an account held in trust for the Company. Such
assets reflect the extent of the Company's involvement in securities lending,
not the Company's risk of loss.

Mortgage loans with outstanding principal balances of $71.7 million, bonds with
amortized cost of $98.9 million and real estate with depreciated cost of $18.0
million were nonincome producing for the twelve months ended December 31, 1997.

Restructured commercial mortgage loans aggregated $314.3 million and $385.8
million as of December 31, 1997 and 1996, 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
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
Expected . . . . . . . . . . . . . . . . . . . . . $33.8 $46.3
Actual . . . . . . . . . . . . . . . . . . . . . . 24.9 29.1
</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.

62
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED
At December 31, 1997, 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>
Statement Geographic Statement
Property Type Value Concentration Value
------------- --------- ------------- ---------
(In millions) (In millions)
<S> <C> <C> <C>
Apartments . . . . . $1,677.7 East North Central . . $ 891.5
Hotels . . . . . . . 186.7 East South Central . . 163.4
Industrial . . . . . 858.1 Middle Atlantic . . . 1,410.2
Office buildings . . 1,748.7 Mountain . . . . . . . 362.2
Retail . . . . . . . 1,609.4 New England . . . . . 836.9
1-4 Family . . . . . 6.0 Pacific . . . . . . . 1,770.6
Agricultural . . . . 1,426.5 South Atlantic . . . . 1,475.4
Other . . . . . . . . 338.1 West North Central . . 260.1
West South Central . . 613.1
Other . . . . . . . . 67.8
-------- --------
$7,851.2 $7,851.2
======== ========
</TABLE>

At December 31, 1997, the fair values of the commercial and agricultural
mortgage loan portfolios were $6.7 billion and $1.5 billion, respectively. The
corresponding amounts as of December 31, 1996 were approximately $6.6 billion
and $1.8 billion, respectively.

The maximum and minimum lending rates for mortgage loans during 1997 were 18.0%
and 7.66% for agricultural loans, 10.0% and 7.19% for other properties, and
7.27% and 7.25% for purchase money mortgages. Generally, the percentage of any
loan to the value of security at the time of the loan, exclusive of insured,
guaranteed or purchase money mortgages, is 75%. For city mortgages, fire
insurance is carried on all commercial and residential properties at least equal
to the excess of the loan over the maximum loan which would be permitted by law
on the land without the building, except as permitted by regulations of the
Federal Housing Commission on loans fully insured under the provisions of the
National Housing Act. For agricultural mortgage loans, fire insurance is not
normally required on land based loans except in those instances where a building
is critical to the farming operation. Fire insurance is required on all
agri-business facilities in an aggregate amount equal to the loan balance.

NOTE 7--REINSURANCE

Premiums, benefits and reserves associated with reinsurance assumed in 1997 were
$787.1 million, $386.6 million, and $7.5 million, respectively. The
corresponding amounts in 1996 were $742.0 million, $317.8 million, and $14.2
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 1997 were $801.8 million,

63
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED
$767.9 million and $594.9 million, respectively. The corresponding amounts in
1996 were $304.0 million, $217.0 million and $251.2 million, respectively.

Premiums, benefits, and reserves ceded related to the business sold in 1997,
included in the amounts above, were $487.4 million, $503.3 million, and $247.9
million, respectively, at December 31, 1997.

Amounts recoverable on paid claims and funds withheld from reinsurers were as
follows:

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
Reinsurance recoverables . . . . . . . . . . . . . $12.5 $26.5
Funds withheld from reinsurers . . . . . . . . . . 35.1 23.4
</TABLE>

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 $236.3 million at December 31, 1997 and $226.4
million at December 31, 1996.

John Hancock Variable Life Insurance Company (Variable Life, a wholly-owned
affiliate) has a modified coinsurance agreement with the Company to reinsure 50%
of Variable Life's 1994 through 1997 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, the Company transferred $22.0 million and $24.5 million of
cash for tax, commission, and expense allowances to Variable Life, which
decreased the Company's net gain from operations by $10.1 million and $15.7
million in 1997 and 1996, respectively.

Variable Life has a modified coinsurance agreement with the Company to reinsure
50% of Variable Life's 1995 through 1997 issues of certain retail annuity
contracts (Independence Preferred and Declaration). In connection with this
agreement, the Company received $1.1 million in 1997 and transferred $35.0
million in 1996 of cash for surrender benefits, tax, reserve increase,
commission, expense allowances and premium. This agreement decreased the
Company's net gain from operations by $9.8 million and $15.1 million in 1997 and
1996, respectively.

Effective January 1, 1997, Variable Life entered into a stop-loss agreement with
the Company to reinsure mortality claims in excess of 110% of expected mortality
claims in 1997 for all policies that are not reinsured under any other indemnity
agreement. In connection with the agreement, the Company transferred $2.4
million of cash for mortality claims to Variable Life, which decreased the
Company's net gain from operations by $1.3 million in 1997.

Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders. The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the insurer.

64
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED
Neither the Company, nor any of its related parties, control, either directly or
indirectly, any external reinsurers with which the Company conducts business. No
policies issued by the Company have been reinsured with a foreign company which
is controlled, either directly or indirectly, by a party not primarily engaged
in the business of insurance.

The Company has not entered into any reinsurance agreements in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits. The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1997 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.

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. Benefits related to the
Company's defined benefit pension plans paid to employees and retirees covered
by annuity contracts issued by the Company amounted to $89.7 million in 1997 and
$84.4 million in 1996. 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 $9,500 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 $9,500. 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 employees based on achievement
of annual and long-term corporate financial objectives.

65
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFIT PLANS--CONTINUED Pension (benefit) expense is summarized as
follows:

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
Defined benefit plans:
Service cost--benefits earned during the period $ 30.7 $ 32.4
Interest cost on the projected benefit obligation 109.3 107.4
Actual return on plan assets . . . . . . . . . . (177.7) (225.1)
Net amortization and deferral . . . . . . . . . 23.7 85.0
------- -------
(14.0) (0.3)
Defined contribution plans . . . . . . . . . . . . 6.2 21.4
------- -------
Total pension (benefit) expense . . . . . . . . . $ (7.8) $ 21.1
======= =======
</TABLE>

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

<TABLE>
<CAPTION>
1997 1996
----- -------
<S> <C> <C>
Discount rate . . . . . . . . . . . . . . . . . . . . . . 7.00% 7.25%
Weighted rate of increase in compensation levels . . . . . 4.80% 4.80%
Expected long-term rate of return on assets . . . . . . . 8.50% 8.50%
</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
-----------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation . . . . . . . . . . . $(1,462.2) $(1,344.8)
========= =========
Accumulated benefit obligation . . . . . . . . . $(1,507.6) $(1,387.7)
========= =========
Projected benefit obligation . . . . . . . . . . . $(1,704.0) $(1,582.4)
Plan assets fair value . . . . . . . . . . . . . . 1,877.7 1,787.6
--------- ---------
Excess of plan assets over projected benefit
obligation. . . . . . . . . . . . . . . . . . . . 173.7 205.2
Unrecognized net gain . . . . . . . . . . . . . . (101.7) (176.1)
Prior service cost not yet recognized in net
periodic pension cost . . . . . . . . . . . . . . 29.6 42.8
Unrecognized net asset, net of amortization . . . (93.2) (95.9)
--------- ---------
Net pension asset (liability) . . . . . . . . . . $ 8.4 $ (24.0)
========= =========
</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'

66
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFIT PLANS--CONTINUED
Accounting for Pensions." The Company furnishes the Division of Insurance with
an actuarial certification of the prepaid expense computation on an annual
basis.

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, 1997, 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 70% equity securities and 30% fixed income
investments.

67
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED
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
----------------------------------------
1997 1996
------------------- -------------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Accumulated postretirement benefit
obligation:
Retirees . . . . . . . . . . . . $(228.8) $ (95.7) $(234.2) $(100.6)
Fully eligible active plan
participants . . . . . . . . . (38.7) (17.9) (46.4) (19.4)
------- ------- ------- -------
(267.5) (113.6) (280.6) (120.0)
Plan assets at fair value . . . . 172.7 0.0 132.4 0.0
------- ------- ------- -------
Accumulated postretirement benefit
obligation in excess of plan
assets. . . . . . . . . . . . . . (94.8) (113.6) (148.2) (120.0)
Unrecognized prior service cost . 14.9 4.8 16.7 5.3
Unrecognized prior net gain . . . (122.8) (4.2) (93.0) 4.0
Unrecognized transition obligation 240.7 75.0 256.8 78.4
------- ------- ------- -------
Accrued postretirement benefit cost $ 38.0 $ (38.0) $ 32.3 $ (32.3)
======= ======= ======= =======
</TABLE>

Net postretirement benefits costs for the years ended December 31, 1997 and 1996
were $40.8 million and $47.4 million, respectively, and include the expected
cost of such benefits for newly eligible or vested employees, interest cost, and
amortization of the transition liability.

Net periodic postretirement benefits cost included the following components:

<TABLE>
<CAPTION>
December 31
--------------------------------------
1997 1996
------------------ ------------------
Medical Medical
and Life and Life
Dental Insurance Dental Insurance
Plans Plans Plans Plans
------- --------- ------- ---------
(In millions)
<S> <C> <C> <C> <C>
Eligibility cost . . . . . . . . . . $ 6.9 $ 1.6 $ 7.1 $ 1.8
Interest cost . . . . . . . . . . . 17.8 7.6 19.8 8.3
Actual return on plan assets . . . . (31.0) 0.0 (15.9) 0.0
Net amortization and deferral . . . 32.8 5.1 20.9 5.4
------ ----- ------ -----
Net periodic postretirement benefit
cost. . . . . . . . . . . . . . . . $ 26.5 $14.3 $ 31.9 $15.5
====== ===== ====== =====
</TABLE>

The discount rate used in determining the accumulated postretirement benefit
obligation at December 31, 1997 was 7.0% (7.25% for 1996). The expected
long-term rates of return on plan assets were 8.5% and 7.0% at December 31, 1997
and 1996, respectively. The annual assumed rate of increase in the health care
cost trend rate for the medical

68
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED coverages is 5.75% for
1998 (8.0% was assumed for 1997) and is assumed to decrease gradually to 5.00%
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, 1997 by $26.2 million and the aggregate
of the eligibility and interest cost components of net periodic postretirement
benefit cost by $3.0 million for 1997 and $2.9 million for 1996.

Postretirement welfare benefits for non-vested employees are not reflected in
the above expenses or accumulated postretirement benefit obligations. As of
December 31, 1997, the accumulated postretirement benefit obligations for
non-vested employees amounted to $49.5 million for medical and dental plans and
$10.4 million for life insurance plans. The corresponding amounts as of December
31, 1996 were $69.4 million and $10.7 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 $12.4 billion at December
31, 1997 and $9.6 billion at December 31, 1996; total liabilities amounted to
$11.1 billion at December 31, 1997 and $8.5 billion at December 31, 1996; and
total net income was $184.8 million in 1997 and $193.0 million in 1996.

During 1996, the Company sold certain of its affiliates including its ongoing
property and casualty business and its broker-dealer operations to realign its
business objectives.

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).

The Company received dividends of $65.9 million and $9.4 million in 1997 and
1996, respectively, from unconsolidated affiliates.

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company utilizes a variety of off-balance sheet financial instruments as
part of its efforts to hedge and manage fluctuations in the market value of its
investment portfolio attributable to changes in general interest rate levels and
to manage duration mismatch of assets and liabilities. Those instruments include
swaps, caps, floors, and future contracts.

69
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED 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 1998 to 2026. These swaps involve, to varying degrees, interest rate
risk in excess of amounts recognized in the statements of financial position.

The Company enters into interest rate cap and floor contracts to manage exposure
on underlying security values due to a rise in interest rates. Maturities of
current agreements range through 2007.

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. Net deferred losses on future contracts were $6.4
million and $0.5 million at December 31, 1997 and 1996, respectively.

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 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
------------------
1997 1996
---- ----
(In millions)
<S> <C> <C>
Futures contracts to purchase securities . . . . . . . . $ 154.0 $ 117.6
======== ========
Futures contracts to sell securities . . . . . . . . . . $ 414.2 $ 136.4
======== ========
Notional amount of interest rate swaps, interest rate swaptions, currency rate
swaps, interest rate caps and interest rate floors to:
Receive variable rates . . . . . . . . . . . . . . . . $5,043.7 $3,822.8
======== ========
Receive fixed rates . . . . . . . . . . . . . . . . . $2,596.7 $2,912.5
======== ========
</TABLE>

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform according to the terms of the contract. The Company
continually monitors its positions and the credit ratings of the counterparties
to these financial instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency agreements, the Company enters into
master netting agreements with its counterparties. The Company believes the risk
of incurring losses due to nonperformance by its counterparties is remote and
that such losses, if any, would not be material.

Based on market rates in effect at December 31, 1997, the Company's interest
rate swaps, currency rate swaps, interest rate caps, and interest rate floors
represented (assets) liabilities to the Company with fair values of $58.3

70
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED million,
$9.7 million, $(0.6) million and $(0.4) million, respectively. The corresponding
amounts as of December 31, 1996 were $16.4 million, $41.1 million, $(0.6)
million and $(0.1) million, respectively. The fair values of the swap agreements
are not recognized in the financial statements.

NOTE 12--LEASES

The Company leases office space and furniture and equipment under various
operating leases including furniture and equipment leased under a series of
sales-leaseback agreements with a nonaffiliated organization. Rental expense for
all operating leases totaled $27.4 million in 1997 and $32.1 million in 1996.
Future minimum rental commitments under noncancellable operating leases for
office space and furniture and equipment are as follows:

<TABLE>
<CAPTION>
December 31, 1997
-------------------
(In millions)
<S> <C>
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . $19.5
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 17.0
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 14.5
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Thereafter . . . . . . . . . . . . . . . . . . . . . . . 12.2
-----
Total minimum payments . . . . . . . . . . . . . . . . . $82.8
=====
</TABLE>

71
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND
OBLIGATIONS RELATED TO SEPARATE ACCOUNTS

The Company's annuity reserves and deposit fund liabilities and related separate
account 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, 1997 Percent
----------------- ---------
(In millions)
<S> <C> <C>
Subject to discretionary withdrawal (with
adjustment):
With market value adjustment . . . . . . . . . $ 3,881.6 10.5%
At book value less surrender charge . . . . . 2,881.4 7.8
--------- -----
Total with adjustment . . . . . . . . . . . . 6,763.0 18.3
Subject to discretionary withdrawal (without
adjustment) at book value . . . . . . . . . 3,574.2 9.6
Subject to discretionary withdrawal--separate
accounts . . . . . . . . . . . . . . . . . . 13,455.3 36.3
Not subject to discretionary withdrawal:
General account . . . . . . . . . . . . . . . 11,996.1 32.4
Separate accounts . . . . . . . . . . . . . . 1,274.1 3.4
--------- -----
Total annuity reserves, deposit fund liabilities
and separate accounts--before reinsurance . . . 37,062.7 100.0%
=====
Less reinsurance ceded . . . . . . . . . . . . . 0.0
---------
Net annuity reserves, deposit fund liabilities
and separate accounts . . . . . . . . . . . . . $37,062.7
=========
</TABLE>

Any liquidation costs associated with the $13.5 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds, preferred and
common stocks, and real estate and issue real estate mortgages totaling $693.6
million, $27.6 million, $122.3 million and $467.2 million, respectively, at
December 31, 1997. 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 estimated fair value of the commitments described above
is $1.3 billion at December 31, 1997. The majority of these commitments expire
in 1998.

The Company has contingent liabilities, pursuant to guarantee agreements issued
in connection with real estate joint ventures, in the amount of $43.3 million.

During 1996, the Company entered into a credit support and collateral pledge
agreement with the Federal National Mortgage Association (FNMA). Under the
agreement, the Company sold $532.8 million of commercial mortgage loans and
acquired an equivalent amount of FNMA securities. The Company completed similar
transactions with FNMA in 1991 for $1.042 billion and in 1993 for $71.9 million.
FNMA is guarantying the full face value of the bonds of the three transactions
to the bondholders. However, the Company has agreed to absorb the first 12.25%
of the principal and interest losses (less buy-backs) for the pools of loans
involved in the three transactions, based on

72
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 14--COMMITMENTS AND CONTINGENCIES--CONTINUED
the total outstanding principal balance of $1.036 billion as of July 1, 1996,
but is not required to commit collateral to support this loss contingency. At
December 31, 1997, the aggregate outstanding principal balance of all the
remaining pools of loans from 1991, 1993, and 1996 is $672.0 million.

Historically, the Company has experienced losses of less than one percent on its
multi-family mortgage portfolio. Mortgage loan buy-backs required by the FNMA in
1997 and 1996 amounted to $4.1 million and $3.4 million, respectively.

During 1996, the Company entered into a credit support and collateral pledge
agreement with the Federal Home Loan Mortgage Corporation (FHLMC). Under the
agreement, the Company sold $535.3 million of multi-family loans and acquired an
equivalent amount of FHLMC securities. FHLMC is guarantying the full face value
of the bonds to the bondholders. However, the Company has agreed to absorb the
first 10.5% 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 of less
than one percent on its multi-family loan portfolio. At December 31, 1997, the
aggregate outstanding principal balance of the pools of loans was $500.8
million. There were no mortgage loans buy-backs in 1997 and 1996.

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

The Company has a support agreement with John Hancock Capital Corporation
(JHCC), a non-consolidated wholly-owned subsidiary, 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, 1997 were $351.1 million for short-term borrowings
and $163.2 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 with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1997. 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 or results of operations of the Company.

During 1997, the Company entered into a court approved settlement relating to a
class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The Company has established a litigation
reserve in connection with the settlement to provide for relief to class members
and for legal and administrative costs associated with the settlement. The
reserve has been charged, net of the related tax effect, directly to
policyholders' contingency reserves of the Company. Given the uncertainties
associated with estimating the reserve, it is possible that the final

73
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 14--COMMITMENTS AND CONTINGENCIES--CONTINUED
cost of the settlement could be different from the amounts presently provided
for by the Company. However, the Company does not believe that the ultimate
resolution of the settlement will have a material adverse effect on the
Company's financial position.

NOTE 15--FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

<TABLE>
<CAPTION>
Year ended December 31
---------------------------------------------
1997 1996
----------------------- --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
(In millions)
<S> <C> <C> <C> <C>
Assets
Bonds--Note 6 . . . . . . $22,986.0 $24,524.8 $22,467.0 $23,539.0
Preferred stocks--Note 6 . 640.6 695.8 416.2 451.0
Common stocks--Note 6 . . 256.9 256.9 249.8 249.8
Mortgage loans on real
estate--Note 6 . . . . . 7,851.2 8,215.9 7,964.0 8,400.2
Policy loans--Note 1 . . . 1,577.3 1,577.3 1,589.3 1,589.3
Cash and cash
equivalents--Note 1 . . 724.8 724.8 1,416.7 1,416.7
Liabilities
Guaranteed investment
contracts--Note 1 . . . 11,499.4 11,516.8 11,921.6 11,943.2
Fixed rate deferred and
immediate annuities--Note
1. . . . . . . . . . . . 4,289.1 4,290.4 3,909.3 3,886.1
Supplementary contracts
without life
contingencies--Note 1 . 40.9 42.1 45.6 46.0
Derivatives liabilities
relating to:--Note 11
Interest rate swaps . . -- 58.3 -- 16.4
Currency rate swaps . . -- 9.7 -- 41.1
Interest rate caps . . -- (0.6) -- (0.6)
Interest rate floors . -- (0.4) -- (0.1)
Commitments--Note 14 . . . -- 1,332.3 -- 1,095.7
</TABLE>

The carrying amounts in the table are included in the statutory-basis statements
of financial position. The methods and assumptions utilized by the Company in
estimating its fair value disclosures are described in Note 1.

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)

The Company has developed a plan to modify or replace significant portions of
its computer information and automated technologies so that its systems will
function properly with respect to the dates in the year 2000 and thereafter. The
Company presently believes that with modifications to existing systems and
conversions to new technologies, the year 2000 will not pose significant
operational problems for its computer systems. However, if certain modifications
and conversions are not made, or are not completed timely, the year 2000 issue
could have an adverse impact on the operations of the Company.

74
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED
The Company as early as 1994 had begun assessing, modifying and converting the
software related to its significant systems and has initiated formal
communications with its significant business partners and customers to determine
the extent to which the Company's interface systems are vulnerable to those
third parties' failure to remediate their own year 2000 issues. While the
Company is developing alternative third party processing arrangements as it
deems appropriate, there is no guarantee that the systems of other companies on
which the Company's systems rely will be converted timely or will not have an
adverse effect on the Company's systems.

The Company expects the project to be substantially complete by early 1999 and
expects the incremental cost to be between $35 million and $45 million. The cost
of the project and the date on which the Company believes it will complete the
year 2000 modifications are based on management's best estimates, which were
derived utilizing numerous assumptions of future events, including availability
of certain resources and other factors. However, there can be no guarantee that
these estimates will be achieved and actual results may differ materially from
those anticipated.

75
<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 than3 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 than3 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 Servicing 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 those which would
have been purchased at the correct age or sex by the most recent insurance
charge deducted from Account Value.

76
<PAGE>

any Indebtedness on the date of death and less 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 during the
life time of the insured 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 Servicing 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 of3 1/2% if such a deferment extends beyond 10 days.

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.

77
<PAGE>

APPENDIX--IMPACT OF YEAR 2000

The advent of the Year 2000 presents a technological challenge to John
Hancock. Responding to that challenge, John Hancock has developed a plan to
modify or replace significant portions of its computer information and automated
technologies so that its systems will function properly with respect to dates in
the year 2000 and thereafter. The plan also involves coordination and testing
with business partners to ensure that external factors do not adversely impact
John Hancock's systems. John Hancock presently believes that with modifications
to existing systems and conversions to new technologies, the year 2000 will not
pose significant operational problems for its computer systems. However, if
certain modifications and conversions are not made, or are not completed on
time, the year 2000 issue could have an adverse impact on the operations of John
Hancock.

John Hancock expects the project to be substantially complete by early 1999.
This completion target was derived utilizing numerous assumptions of future
events, including availability of certain resources and other factors. However,
there can be no guarantee that this estimate will be achieved, that these steps
will be sufficient or that actual results may not differ materially from those
anticipated.

78
<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 .58%) 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 .18%). 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.

79
<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

<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 1,169 100,000 100,000 100,000 363 414 464
2 2,396 100,000 100,000 100,000 1,010 1,154 1,304
3 3,684 100,000 100,000 100,000 1,651 1,933 2,239
4 5,037 100,000 100,000 100,000 2,285 2,751 3,278
5 6,458 100,000 100,000 100,000 2,909 3,610 4,435
6 7,949 100,000 100,000 100,000 3,557 4,548 5,759
7 9,515 100,000 100,000 100,000 4,263 5,599 7,297
8 11,160 100,000 100,000 100,000 5,019 6,759 9,058
9 12,886 100,000 100,000 100,000 5,831 8,034 11,063
10 14,699 100,000 100,000 100,000 6,626 9,355 13,260
11 16,603 100,000 100,000 100,000 7,403 10,721 15,666
12 18,602 100,000 100,000 100,000 8,162 12,136 18,306
13 20,700 100,000 100,000 100,000 8,767 13,465 21,066
14 22,904 100,000 100,000 100,000 9,349 14,841 24,108
15 25,218 100,000 100,000 100,000 9,906 16,266 27,461
16 27,647 100,000 100,000 101,713 10,437 17,742 31,154
17 30,198 100,000 100,000 111,304 10,940 19,267 35,197
18 32,877 100,000 100,000 121,380 11,413 20,843 39,620
19 35,689 100,000 100,000 131,986 11,855 22,474 44,456
20 38,643 100,000 100,000 143,152 12,265 24,159 49,742
25 55,776 100,000 100,000 208,837 13,776 33,496 84,454
30 77,644 100,000 100,000 295,397 14,110 44,556 137,959
35 105,553 100,000 107,534 410,499 12,540 57,382 219,050
40 141,173 100,000 118,790 564,433 7,959 71,629 340,348
45 186,634 100,000 129,207 770,076 0 86,832 517,524
50 244,655 100,000 138,998 1,045,490 0 102,612 771,807
55 318,706 100,000 148,360 1,415,000 0 118,121 1,126,592
</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.

80
<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 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>
1 743 100,000 100,000 100,000 0 21 50
2 1,524 100,000 100,000 100,000 274 351 431
3 2,344 100,000 100,000 100,000 554 699 858
4 3,204 100,000 100,000 100,000 831 1,068 1,337
5 4,108 100,000 100,000 100,000 1,102 1,455 1,872
6 5,057 100,000 100,000 100,000 1,403 1,899 2,509
7 6,053 100,000 100,000 100,000 1,764 2,433 3,287
8 7,099 100,000 100,000 100,000 2,181 3,051 4,206
9 8,197 100,000 100,000 100,000 2,656 3,758 5,280
10 9,350 100,000 100,000 100,000 3,119 4,484 6,445
11 10,561 100,000 100,000 100,000 3,566 5,227 7,708
12 11,833 100,000 100,000 100,000 4,000 5,988 9,081
13 13,168 100,000 100,000 100,000 4,282 6,630 10,439
14 14,570 100,000 100,000 100,000 4,544 7,286 11,926
15 16,042 100,000 100,000 100,000 4,783 7,955 13,553
16 17,587 100,000 100,000 100,000 5,000 8,635 15,336
17 19,210 100,000 100,000 100,000 5,190 9,324 17,288
18 20,914 100,000 100,000 100,000 5,352 10,021 19,427
19 22,703 100,000 100,000 100,000 5,484 10,725 21,773
20 24,581 100,000 100,000 100,000 5,584 11,434 24,348
25 35,480 100,000 100,000 102,958 5,551 15,011 41,636
30 49,391 100,000 100,000 147,118 4,285 18,355 68,708
35 67,144 100,000 100,000 205,675 919 20,668 109,752
40 89,803 100,000 100,000 283,853 0 20,667 171,161
45 118,721 100,000 100,000 388,188 0 15,124 260,879
50 181,945 100,000 100,000 524,511 12,592 23,844 387,207
55 282,446 100,000 100,000 705,504 26,702 48,461 561,707
</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: $9,973.00 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%.

81
<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 10,742 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 31,567
16 32,417 100,000 100,000 100,000 11,156 19,709 35,678
17 35,408 100,000 100,000 100,000 11,507 21,220 40,201
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 50,698
20 45,309 100,000 100,000 106,353 12,148 25,880 56,752
25 65,398 100,000 100,000 159,827 11,541 34,013 96,374
30 91,038 100,000 100,000 232,749 7,020 41,759 156,418
35 133,172 100,000 100,000 328,539 20,333 58,055 242,536
40 194,031 100,000 107,880 461,963 45,483 85,892 367,805
</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%.

82
<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 62,657 100,000 100,000 166,949 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
30 136,313 100,000 128,208 392,767 24,528 86,162 263,956
35 185,310 100,000 148,646 563,387 19,005 109,734 415,907
40 247,845 100,000 170,698 807,315 4,468 135,906 642,767
</TABLE>

- ---------

(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 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%.

83
<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--LEVEL $1,113 BASIC PREMIUM (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 1,169 100,000 100,000 100,000 340 389 439
2 2,396 100,000 100,000 100,000 963 1,103 1,250
3 3,684 100,000 100,000 100,000 1,580 1,855 2,154
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 12,843
11 16,603 100,000 100,000 100,000 7,156 10,376 15,179
12 18,602 100,000 100,000 100,000 7,893 11,749 17,740
13 20,700 100,000 100,000 100,000 8,474 13,032 20,412
14 22,904 100,000 100,000 100,000 9,032 14,359 23,355
15 25,218 100,000 100,000 100,000 9,565 15,734 26,598
16 27,647 100,000 100,000 100,000 10,071 17,153 30,172
17 30,198 100,000 100,000 107,806 10,548 18,620 34,091
18 32,877 100,000 100,000 117,573 10,996 20,136 38,377
19 35,689 100,000 100,000 127,849 11,413 21,701 43,063
20 38,643 100,000 100,000 138,670 11,797 23,318 48,185
25 55,776 100,000 100,000 202,255 13,172 32,245 81,792
30 77,644 100,000 100,000 285,915 13,345 42,745 133,530
35 105,553 100,000 103,037 396,969 11,565 54,982 211,830
40 141,173 100,000 113,813 545,168 6,672 68,628 328,731
45 186,634 100,000 123,868 743,553 0 83,245 499,700
50 244,655 100,000 133,366 1,009,562 0 98,455 745,284
55 318,706 100,000 142,445 1,366,448 0 113,412 1,087,936
</TABLE>

84
<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>
1 743 100,000 100,000 100,000 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 16,163
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 13,747 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 9,041 242,426
50 185,093 100,000 100,000 487,096 12,515 17,201 359,586
55 291,981 100,000 100,000 654,949 26,450 42,468 521,456
</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%.

85
<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 2,052 100,000 100,000 100,000 896 987 1,079
2 4,206 100,000 100,000 100,000 2,040 2,304 2,581
3 6,468 100,000 100,000 100,000 3,145 3,665 4,230
4 8,843 100,000 100,000 100,000 4,207 5,068 6,041
5 11,337 100,000 100,000 100,000 5,229 6,519 8,037
6 13,955 100,000 100,000 100,000 6,271 8,083 10,303
7 16,705 100,000 100,000 100,000 7,399 9,829 12,929
8 19,592 100,000 100,000 100,000 8,598 11,744 15,924
9 22,623 100,000 100,000 100,000 9,881 13,844 19,332
10 25,806 100,000 100,000 100,000 11,115 15,999 23,052
11 29,148 100,000 100,000 100,000 12,298 18,211 27,120
12 32,657 100,000 100,000 100,000 13,423 20,477 31,571
13 36,342 100,000 100,000 100,000 14,238 22,549 36,202
14 40,211 100,000 100,000 100,000 14,985 24,674 41,310
15 44,273 100,000 100,000 100,518 15,656 26,850 46,945
16 48,538 100,000 100,000 110,591 16,249 29,079 53,089
17 53,017 100,000 100,000 121,177 16,758 31,363 59,767
18 57,719 100,000 100,000 132,316 17,180 33,708 67,023
19 62,657 100,000 100,000 144,037 17,511 36,116 74,902
20 67,841 100,000 100,000 156,398 17,745 38,592 83,457
25 97,922 100,000 100,000 229,153 17,001 52,065 138,177
30 136,313 100,000 101,042 325,083 11,310 67,904 218,470
35 185,310 100,000 115,666 452,554 0 85,387 334,087
40 247,845 100,000 129,527 622,690 0 103,127 495,772
</TABLE>

- ---------

(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 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%.

86
<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 5,050
7 11,157 100,000 100,000 100,000 3,355 4,702 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 10,370 16,381
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 12,144 21,053
15 29,568 100,000 100,000 100,000 7,147 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 14,579 29,690
18 38,548 100,000 100,000 100,000 6,938 15,306 33,110
19 41,846 100,000 100,000 100,000 6,671 15,980 36,859
20 45,309 100,000 100,000 100,000 6,293 16,591 40,980
25 65,398 100,000 100,000 114,049 2,154 18,120 68,771
30 91,038 100,000 100,000 164,223 0 14,688 110,365
35 147,806 100,000 100,000 224,176 12,515 24,380 165,492
40 238,359 100,000 100,000 300,982 26,450 48,669 239,635
</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%.

87
<PAGE>

[LOGO OF JOHN HANCOCK APPEARS HERE]

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

S8138UVNY 5/98
<PAGE>

[LOGO OF JOHN HANCOCK APPEARS HERE]

John Hancock Mutual Life Insurance Company
(John Hancock)

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

John Hancock Place Boston, Massachusetts 02117

JOHN HANCOCK SERVICING OFFICE:
P.O. Box 111 Boston, Massachusetts 02117

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

PROSPECTUS MAY 1, 1998

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 "series" type
mutual fund advised by John Hancock Mutual Life Insurance Company ("John
Hancock") or of M Fund, Inc., a "series" type 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 the Funds: Managed, Growth & Income, Equity Index, Large Cap
Value, Large Cap Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap
Growth (formerly, Special Opportunities), Real Estate Equity, Small/Mid Cap
CORE, Small Cap Value, Small Cap Growth, Global Equity, International Balanced,
International Equity Index (formerly, International Equities), International
Opportunities, Emerging Markets Equity, Short-Term Bond (formerly, Short-Term
U.S. Government), Bond Index, Sovereign Bond, Strategic Bond, High Yield Bond,
Money Market, Edinburgh Overseas Equity, Turner Core Growth, Frontier Capital
Appreciation, and Enhanced U.S. Equity. (The Small/Mid Cap CORE, Global Equity,
Emerging Markets Equity, Bond Index, High Yield Bond, and Enhanced U.S. Equity
Portfolios are not currently available to Owners but are expected to be made
available later in 1998.) 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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
JOHN HANCOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
THE ACCOUNT AND THE SERIES FUNDS . . . . . . . . . . . . . . . . . . 7
THE FIXED ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . 10
POLICY PROVISIONS AND BENEFITS . . . . . . . . . . . . . . . . . . . 11
Requirements for Issuance of Policy . . . . . . . . . . . . . . . . 11
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Account Value and Surrender Value . . . . . . . . . . . . . . . . . 15
Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Value Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Partial Withdrawal of Excess Value . . . . . . . . . . . . . . . . 17
Transfers Among Subaccounts . . . . . . . . . . . . . . . . . . . . 18
Loan Provisions and Indebtedness . . . . . . . . . . . . . . . . . 19
Default and Options on Lapse . . . . . . . . . . . . . . . . . . . 20
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . 20
CHARGES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 21
Charges Deducted from Premiums . . . . . . . . . . . . . . . . . . 21
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Reduced Charges for Eligible Groups . . . . . . . . . . . . . . . . 22
Charges Deducted from Account Value . . . . . . . . . . . . . . . . 23
DISTRIBUTION OF POLICIES . . . . . . . . . . . . . . . . . . . . . . 25
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 26
Policy Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Charge for John Hancock's Taxes . . . . . . . . . . . . . . . . . . 27
Corporate and H.R. 10 Plans . . . . . . . . . . . . . . . . . . . . 27
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK . . . . . . 28
REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
VOTING PRIVILEGES . . . . . . . . . . . . . . . . . . . . . . . . . . 29
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE . . . . . . . . . . 30
STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . 30
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 30
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 31
APPENDIX--OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . . 72
APPENDIX--IMPACT OF YEAR 2000 . . . . . . . . . . . . . . . . . . . .
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
ACCUMULATED PREMIUMS . . . . . . . . . . . . . . . . . . . . . . . . 75
</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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Attained Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Basic Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 15
Basic Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Benchmark Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Contingent Deferred Sales Charge . . . . . . . . . . . . . . . . . . 21
Current Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . 15
Death Benefit Factor . . . . . . . . . . . . . . . . . . . . . . . . 16
Excess Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Experience Component . . . . . . . . . . . . . . . . . . . . . . . . 16
Extra Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 15
Fixed Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Grace Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Guaranteed Death Benefit . . . . . . . . . . . . . . . . . . . . . . 15
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Investment Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Issue Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Level Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Loan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Minimum First Premium . . . . . . . . . . . . . . . . . . . . . . . . 11
Modified Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Premium Component . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Premium Credit Factor . . . . . . . . . . . . . . . . . . . . . . . . 17
Premium Processing Charge . . . . . . . . . . . . . . . . . . . . . . 21
Premium Recalculation . . . . . . . . . . . . . . . . . . . . . . . . 12
Required Premium . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Servicing Office . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subaccount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Sum Insured at Issue . . . . . . . . . . . . . . . . . . . . . . . . 17
Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Value Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Variable Subaccounts . . . . . . . . . . . . . . . . . . . . . . . . 2
</TABLE>
<PAGE>

SUMMARY

WHAT IS THE VARIABLE LIFE POLICY BEING OFFERED?

The Policies work generally as follows: Premium payments are periodically made
to John Hancock in amounts sufficient 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 of the Policy (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>

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. The
Account is divided into a number of variable Subaccounts, each of which
corresponds to one of the Portfolios of the Funds. The assets of each variable
Subaccount are invested in the corresponding Portfolio of the Funds. The current
Portfolios of the Funds are: Managed, Growth & Income, Equity Index, Large Cap
Value, Large Cap Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap
Growth, Real Estate Equity, Small/Mid Cap CORE, Small Cap Value, Small Cap
Growth, Global Equity, International Balanced, International Equity Index,
International Opportunities, Emerging Markets Equity, Short-Term Bond, Bond
Index, Sovereign Bond, Strategic Bond, High Yield Bond, Money Market, Edinburgh
Overseas Equity, Turner Core Growth, Frontier Capital Appreciation, and Enhanced
U.S. Equity.

2
<PAGE>

<TABLE>
<CAPTION>
Other
Fund
Other Fund Total Expenses
Expenses Fund Absent
Management After Expense Operating Expense
Fund Name Fee Reimbursement Expenses Reimbursement/*/
--------- ---------- ------------- --------- ----------------
<S> <C> <C> <C> <C>
Managed . . . . . . . 0.33% 0.04 % 0.37% N/A
Growth & Income . . . 0.25% 0.03 % 0.28% N/A
Equity Index. . . . . 0.15% 0.25 % 0.40% 0.40%
Large Cap Value . . . 0.75% 0.25 % 1.00% 0.31%
Large Cap Growth. . . 0.39% 0.05 % 0.44% N/A
Mid Cap Value . . . . 0.80% 0.25 % 1.05% 0.34%
Mid Cap Growth. . . . 0.85% 0.25 % 1.10% 0.57%
Diversified Mid Cap
Growth . . . . . . . 0.75% 0.10% 0.85% N/A
Real Estate Equity. . 0.60% 0.09 % 0.69% N/A
Small/Mid Cap CORE. .
Small Cap Value . . . 0.80% 0.25 % 1.05% 0.50%
Small Cap Growth. . . 0.75% 0.25 % 1.00% 0.37%
Global Equity . . . .
International Balanced 0.85% 0.25 % 1.10% 0.71%
International Equity
Index. . . . . . . . 0.18% 0.19 % 0.37% N/A
International
Opportunities. . . . 0.97% 0.25 % 1.22% 0.60%
Emerging Markets
Equity . . . . . . .
Short-Term Bond . . . 0.30% 0.21% 0.51%
Bond Index. . . . . .
Sovereign Bond. . . . 0.25% 0.06 % 0.31% N/A
Strategic Bond. . . . 0.75% 0.25 % 1.00% 0.57%
High Yield Bond . . .
Money Market. . . . . 0.25% 0.08 % 0.33% N/A
</TABLE>

- ---------

*John Hancock reimburses a Portfolio when the Portfolio's other fund expenses
exceed 0.25% of the Portfolio's average daily net assets.

M Fund, Inc., pays M Financial Investment Advisers, Inc., a fee for providing
investment management services to each of its Portfolios. The Fund also pays for
certain other fund expenses. The figures in the following chart are expressed as
a percentage of each Portfolio's average daily net assets. The figures reflect
the investment management fees currently payable and the 1997 other fund
expenses allocated to the Fund.

<TABLE>
<CAPTION>
Other
Fund
Other Total Fund Expenses
Investment Fund Operating Absent
Portfolio Management Fee Expenses Expenses Reimbursement*
- --------- -------------- -------- ---------- ----------------
<S> <C> <C> <C> <C>
Edinburgh Overseas
Equity. . . . . . . . 1.05% 0.25% 1.30% 3.89%
Turner Core Growth . . 0.45% 0.25% 0.70% 5.72%
Frontier Capital
Appreciation. . . . . 0.90% 0.25% 1.15% 1.96%
Enhanced U.S. Equity . 0.55% 0.25% 0.80% 4.87%
</TABLE>

- ---------
*M Financial reimburses a Portfolio when the Portfolio's Other Expenses exceed
0.25% of the Portfolio's average daily net assets.

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

3
<PAGE>

WHAT ARE THE CHARGES MADE BY JOHN HANCOCK?

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

State Premium Tax Charge. A charge equal to2 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 for all Policy years plus 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 for all Policy years plus 2c per $1000 of current Sum
Insured.

Charge for Mortality and Expense Risks. A charge made daily from the variable
Subaccounts at an effective annual rate of .60% of the assets of each variable
Subaccount.

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

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

4
<PAGE>

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?

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".

HOW ARE AMOUNTS ALLOCATED TO EACH SUBACCOUNT?

WHAT COMMISSIONS ARE PAID TO AGENTS?

WHAT IS THE DEATH BENEFIT?

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 by partial
withdrawal of Excess Value, and increased or decreased by the investment
experience of the Subaccounts. No minimum Account Value for the Policy is
guaranteed. (See "Surrender Value".)

5
<PAGE>

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?

6
<PAGE>

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
approximately $59 billion.

THE ACCOUNT AND THE SERIES FUNDS

The assets in the subaccounts of the Account are invested in the corresponding
Portfolio 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.

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.
Managed Portfolio

7
<PAGE>

Growth & Income Portfolio

Equity Index Portfolio

Large Cap Value Portfolio

Large Cap Growth Portfolio

Mid Cap Value Portfolio

Mid Cap Growth Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital through a non-diversified portfolio investing primarily in common stocks
of medium capitalization companies.

Diversified Mid Cap Growth Portfolio

The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks of
medium capitalization growth companies.

Real Estate Equity Portfolio

Small/Mid Cap CORE Portfolio

The investment objective of this Portfolio is to achieve long-term growth of
capital through a broadly diversified portfolio of equity securities of U.S.
issuers which are included in the Russell 2500 Index at the time of investment.

8
<PAGE>

Small Cap Value Portfolio

Small Cap Growth Portfolio

Global Equity Portfolio

International Balanced Portfolio

International Equity Index Portfolio

International Opportunities Portfolio

The investment objective of this Portfolio is to provide capital appreciation
through investments in common stocks of primarily well-established, non-United
States companies.

Emerging Markets Equity Portfolio

Short-Term Bond Portfolio

Bond Index Portfolio

9
<PAGE>

Sovereign Bond Portfolio

Strategic Bond Portfolio

High Yield Bond Portfolio

Money Market Portfolio

The investment objective of this Portfolio is to provide maximum current
income consistent with capital preservation and liquidity, through investment in
high quality money market instruments.

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, MA 02109, provides sub-investment advice with respect to the Managed,
Growth & Income, Large Cap Growth, Real Estate Equity, and Short-Term Bond
Portfolios. Independence International Associates, Inc., a subsidiary of IIA
located at the same address as IIA, is a sub-investment adviser to the
International Equity Index Portfolio.

Goldman Sachs & Company, located at One New York Plaza, New York, New York
10004, is sub-investment adviser to the Small/Mid Cap CORE Portfolio. Scudder
Kemper Investments, Inc., located at 345 Park Avenue, New York, New York 10154,
is the sub-investment adviser to the Global Equity Portfolio. Montgomery Asset

10
<PAGE>

Management, LLC, located at 101 California Street, San Francisco, California
94111, is the sub-investment adviser to the Emerging Markets Equity Portfolio.
Mellon Bond Associates, located at One Mellon Bank Center, Suite 4135,
Pittsburgh, Pennsylvania 15258, is the sub-investment adviser to the Bond Index
Portfolio. Wellington Management Company, LLC, located at 75 State Street,
Boston, Massachusetts 02109, is the sub-investment adviser to the High Yield
Bond Portfolio.

Edinburgh Overseas Equity Portfolio. The investment objective of this
Portfolio is to provide 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. The investment objective of this
Portfolio is to seek 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.

Enhanced U.S. Equity Portfolio. The investment objective of this Portfolio is
to provide above market total return through investment in common stock of
companies perceived to provide a return higher than that of the S&P 500 at
approximately the same level of investment risk as the S&P 500.

M Financial Investment Advisers, Inc., acts as the investment manager for the
four 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; Frontier Capital Management Company, Inc., provides
sub-investment advice to the Frontier Capital Appreciation Portfolio; and
Franklin Portfolio Associates Trust provides sub-investment advice to the
Enhanced U.S. Equity 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.

11
<PAGE>

THE FIXED ACCOUNT

POLICY PROVISIONS AND BENEFITS

REQUIREMENTS FOR ISSUANCE OF POLICY

12
<PAGE>

or the charges or values under the Policy. The illustrations, factors and
premiums set forth in this Prospectus are sex distinct and, therefore, do not
reflect the sex-neutral rates, charges or values that would apply to 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.

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".

13
<PAGE>

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

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)

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 Servicing 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.

14
<PAGE>

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.

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

15
<PAGE>

7-Pay Premium Limitation

Federal tax law modifies 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." If John
Hancock receives any premium payment that will cause a Policy to become a
modified endowment, the excess portion of that premium payment will not be
accepted unless the Owner signs an acknowledgment of that fact. When it
identifies such excess premium, John Hancock sends the Owner immediate notice
and refunds the excess premium if it has not received the acknowledgment by the
time the premium payment check has had a reasonable time to clear the banking
system, but in no case longer than two weeks.

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.

16
<PAGE>

DEATH BENEFITS

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

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.

17
<PAGE>

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.

The Policy includes three Value Options:

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.

18
<PAGE>

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

TRANSFERS AMONG SUBACCOUNTS

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 Servicing Office. (John Hancock
reserves the right to defer such Fixed Account transfers for up to 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.

19
<PAGE>

No transfer among Subaccounts may be made while a Policy is in a grace period.

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 or sending a written request via fax to
1-800-621-0448. 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. If the fax transfer option becomes unavailable, another
means of telecommunications will be substituted.

LOAN PROVISIONS AND INDEBTEDNESS

20
<PAGE>

to the Fixed Account. The remainder of the loan repayment will be allocated to
the appropriate Subaccounts as stipulated in the then current Investment Rule.
For example, if the entire loan outstanding is $3000 of which $1000 was borrowed
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 then current Investment Rule.

DEFAULT AND OPTIONS ON LAPSE

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.

21
<PAGE>

EXCHANGE PRIVILEGE

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:

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."

22
<PAGE>

<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 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.

23
<PAGE>

REDUCED CHARGES FOR ELIGIBLE GROUPS

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:

24
<PAGE>

25
<PAGE>

premium is collected in two ways: up to7 1/2% of the additional premiums
deducted from premiums when paid and92 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.

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 Funds at
net asset value, a value which reflects the deduction from the assets of each
Fund of its investment management fees and certain non-advisory Fund operating
expenses, which are described briefly in the Summary of this Prospectus. For a
full description of these deductions, see the attached Prospectuses for the
Funds.

DISTRIBUTION OF POLICIES

Applications are solicited by agents who are licensed by state insurance
authorities to sell John Hancock's Policies and who are also registered
representatives of John Hancock Distributors, Inc. ("Distributors"), an indirect
wholly-owned subsidiary of John Hancock located at 197 Clarendon Street, Boston,
MA 02117, or other broker-dealer firms. John Hancock performs insurance
underwriting and determines whether to accept or reject the application for the
Policy and the insured's risk classification. Pursuant to a sales agreement
among John Hancock, Distributors, and the Account, Distributors 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.

26
<PAGE>

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.

Distributors' representatives with less than four years of service with
Distributors and those compensated on salary plus bonus or level commission
programs may be paid on a different basis. Distributors' representatives 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.
Distributors is registered with the Commission under the Securities Exchange
Act of 1934 as a broker-dealer, is a member of the National Association of
Securities Dealers, Inc., and is a member of the Securities Investor Protection
Corporation. The Policies may be sold through other registered broker-dealers
that have entered into selling agreements with Distributors and whose
representatives are authorized by applicable law to sell variable life insurance
policies. The commission rates paid may be more or less than those set forth
above for Distributors representatives. 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. Distributors will compensate broker-dealers as provided in the selling
agreements, and John Hancock will reimburse Distributors for such amounts and
for certain direct expenses in connection with marketing the Policies through
other broker-dealers. In addition, these representatives may earn "credits"
toward qualification for attendance at certain business meetings sponsored by
John Hancock.

TAX CONSIDERATIONS

POLICY PROCEEDS

27
<PAGE>

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 Federal tax law. 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
age59 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.

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

28
<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:

29
<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
qualifying variable life insurance policies and variable annuity contracts at
regular and special meetings of the Funds' shareholders in accordance with
instructions received from Owners of all such policies or contracts. Shares of
the Funds held in the Account which are not attributable to the such policies or
contracts and shares for which instructions from owners are not received will be
represented by John Hancock at the meeting and will be voted for and against
each matter in the same proportions as the votes based upon the instructions
received from the owners of all such policies and contracts.

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 Funds' 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 a
Fund. 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

30
<PAGE>

CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE

STATE REGULATION

LEGAL MATTERS

REGISTRATION STATEMENT

31
<PAGE>

EXPERTS

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

FINANCIAL STATEMENTS

32
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

- ---------
See accompanying notes.

33
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997

- ---------
See accompanying notes.

34
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------

* From May 1, 1996 (commencement of operations).

See accompanying notes.

35
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

36
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

37
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

38
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

39
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

40
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
See accompanying notes.

41
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

- ---------
* From May 1, 1996 (commencement of operations).

See accompanying notes.

42
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

1. ORGANIZATION

2. SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

43
<PAGE>

VALUATION OF INVESTMENTS

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

POLICY LOANS

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.

44
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED

2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

4. DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Portfolios of the Fund and of M Fund at December 31, 1997 were as follows:

45
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
4. DETAILS OF INVESTMENTS--CONTINUED

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Portfolios of the Fund and of M Fund during 1997,
were as follows:

5. IMPACT OF YEAR 2000 (UNAUDITED)

46
<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--CONTINUED
5. IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

47
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

Ernst & Young LLP

Boston, Massachusetts
February 6, 1998

48
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Mutual Life Insurance Company

Ernst & Young LLP

Boston, Massachusetts
February 18, 1998

49
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

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

50
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND CHANGES IN POLICYHOLDERS'
CONTINGENCY RESERVES

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

51
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

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

52
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

53
<PAGE>

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

The significant accounting practices of the Company are as follows:

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.

54
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
Valuation of Assets: General account investments are carried at amounts
determined on the following bases:

Investments in affiliates are included on the statutory equity method.

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

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 fair
value as of the date of foreclosure.

Policy loans are carried at outstanding principal balance, not in excess of
policy cash surrender value.

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, 1997, the IMR, net of 1997 amortization of $25.2 million, amounted to $165.6
million which is

55
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED
included in other policy obligations. The corresponding 1996 amounts were $18.9
million and $121.7 million, respectively.

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.

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 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.

56
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED 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.

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.

57
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS 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:

Amounts for disputed tax issues relating to prior years are charged or credited
directly to policyholders' contingency reserves.

58
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the
Company receives notice that an amount is payable to a guaranty fund.

NOTE 2--SURPLUS NOTES

NOTE 3--BORROWED MONEY

59
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED in
two notes. The interest rates on the class A1 and A2 notes are calculated on a
floating basis, based on the monthly LIBOR rate plus 5 and 19 basis points,
respectively. The class A1 notes were fully repaid on December 26, 1997 and the
class A2 notes have a last scheduled payment date of July 26, 1999. The
outstanding balances of the notes totaled $161.0 million and $292.0 million at
December 31, 1997 and 1996, respectively, and are included in other general
account obligations.

Interest paid on borrowed money was $19.3 million and $10.4 million during 1997
and 1996, respectively.

NOTE 4--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

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

Net realized capital losses consist of the following items:

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

60
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 3--BORROWED MONEY--CONTINUED

NOTE 6--INVESTMENTS

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

<TABLE>
<CAPTION>
Statement Fair
Value Value
--------- -----
(In millions)
<S> <C> <C>

61
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
Gross gains of $61.5 million in 1997 and $43.8 million in 1996 and gross losses
of $86.6 million in 1997 and $27.6 million in 1996 were realized from the sale
of bonds.

At December 31, 1997, bonds with an admitted asset value of $19.2 million were
on deposit with state insurance departments to satisfy regulatory requirements.

62
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE

63
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED
$767.9 million and $594.9 million, respectively. The corresponding amounts in
1996 were $304.0 million, $217.0 million and $251.2 million, respectively.

Amounts recoverable on paid claims and funds withheld from reinsurers were as
follows:

64
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFIT PLANS

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

65
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED
Pension (benefit) expense is summarized as follows:

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

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

66
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFIT PLANS--CONTINUED
Accounting for Pensions." The Company furnishes the Division of Insurance with
an actuarial certification of the prepaid expense computation on an annual
basis.

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS

67
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 8--BENEFIT PLANS--CONTINUED
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.

Net periodic postretirement benefits cost included the following components:

68
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 10--AFFILIATES

During 1996, the Company sold certain of its affiliates including its ongoing
property and casualty business and its broker-dealer operations to realign its
business objectives.

The Company received dividends of $65.9 million and $9.4 million in 1997 and
1996, respectively, from unconsolidated affiliates.

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

69
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED 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 1998
to 2026. These swaps involve, to varying degrees, interest rate risk in excess
of amounts recognized in the statements of financial position.

The Company enters into interest rate cap and floor contracts to manage exposure
on underlying security values due to a rise in interest rates. Maturities of
current agreements range through 2007.

70
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--LEASES

71
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED
NOTE 13--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND
OBLIGATIONS RELATED TO SEPARATE ACCOUNTS

Any liquidation costs associated with the $13.5 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company has contingent liabilities, pursuant to guarantee agreements issued
in connection with real estate joint ventures, in the amount of $43.3 million.

72
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED bonds of the three
transactions to the bondholders. However, the Company has agreed to absorb the
first 12.25% of the principal and interest losses (less buy-backs) for the pools
of loans involved in the three transactions, based on the total outstanding
principal balance of $1.036 billion as of July 1, 1996, but is not required to
commit collateral to support this loss contingency. At December 31, 1997, the
aggregate outstanding principal balance of all the remaining pools of loans from
1991, 1993, and 1996 is $672.0 million.

73
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 15--FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)

74
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 14--COMMITMENTS AND CONTINGENCIES--CONTINUED
The Company as early as 1994 had begun assessing, modifying and converting the
software related to its significant systems and has initiated formal
communications with its significant business partners and customers to determine
the extent to which the Company's interface systems are vulnerable to those
third parties' failure to remediate their own year 2000 issues. While the
Company is developing alternative third party processing arrangements as it
deems appropriate, there is no guarantee that the systems of other companies on
which the Company's systems rely will be converted timely or will not have an
adverse effect on the Company's systems.

75
<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 16--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED
APPENDIX--OTHER POLICY PROVISIONS

SETTLEMENT PROVISIONS

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 than3 1/2% a
year on proceeds held on deposit.

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

GENERAL PROVISIONS

76
<PAGE>

SUICIDE. If the insured commits suicide within 2 years from the issue date
shown in the Policy, the Policy will terminate and 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 less 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.

77
<PAGE>

APPENDIX--IMPACT OF YEAR 2000

78
<PAGE>

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

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 .61%) 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 Prospectuses for the Funds. 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
and 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 amounts shown for the death benefit and surrender value reflect Excess
Value, if any, applied under the Accumulate Option.

79
<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 1,169 100,000 100,000 100,000 363 413 464
2 2,396 100,000 100,000 100,000 1,009 1,153 1,303
3 3,684 100,000 100,000 100,000 1,649 1,931 2,237
4 5,037 100,000 100,000 100,000 2,282 2,748 3,276
5 6,458 100,000 100,000 100,000 2,905 3,606 4,430
6 7,949 100,000 100,000 100,000 3,552 4,542 5,752
7 9,515 100,000 100,000 100,000 4,257 5,591 7,288
8 11,160 100,000 100,000 100,000 5,012 6,749 9,045
9 12,886 100,000 100,000 100,000 5,821 8,021 11,046
10 14,699 100,000 100,000 100,000 6,615 9,338 13,237
11 16,603 100,000 100,000 100,000 7,389 10,701 15,636
12 18,602 100,000 100,000 100,000 8,146 12,111 18,267
13 20,700 100,000 100,000 100,000 8,748 13,435 21,018
14 22,904 100,000 100,000 100,000 9,327 14,805 24,048
15 25,218 100,000 100,000 100,000 9,881 16,224 27,387
16 27,647 100,000 100,000 101,419 10,410 17,692 31,063
17 30,198 100,000 100,000 110,961 10,910 19,209 35,089
18 32,877 100,000 100,000 120,983 11,379 20,777 39,490
19 35,689 100,000 100,000 131,528 11,818 22,398 44,302
20 38,643 100,000 100,000 142,628 12,224 24,072 49,560
25 55,776 100,000 100,000 207,854 13,717 33,338 84,056
30 77,644 100,000 100,000 293,677 14,032 44,287 137,155
35 105,553 100,000 106,782 407,629 12,441 56,981 217,518
40 141,173 100,000 117,855 559,803 7,840 71,065 337,556
45 186,634 100,000 128,070 762,802 0 86,069 512,636
50 244,655 100,000 137,642 1,034,291 0 101,611 763,540
55 318,706 100,000 146,767 1,398,028 0 116,852 1,113,080
</TABLE>

80
<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>
1 743 100,000 100,000 100,000 0 21 50
2 1,524 100,000 100,000 100,000 274 350 430
3 2,344 100,000 100,000 100,000 553 699 858
4 3,204 100,000 100,000 100,000 830 1,066 1,335
5 4,108 100,000 100,000 100,000 1,101 1,453 1,870
6 5,057 100,000 100,000 100,000 1,400 1,896 2,505
7 6,053 100,000 100,000 100,000 1,761 2,429 3,282
8 7,099 100,000 100,000 100,000 2,177 3,046 4,200
9 8,197 100,000 100,000 100,000 2,651 3,752 5,271
10 9,350 100,000 100,000 100,000 3,113 4,476 6,433
11 10,561 100,000 100,000 100,000 3,559 5,217 7,693
12 11,833 100,000 100,000 100,000 3,992 5,975 9,062
13 13,168 100,000 100,000 100,000 4,273 6,615 10,415
14 14,570 100,000 100,000 100,000 4,533 7,268 11,896
15 16,042 100,000 100,000 100,000 4,771 7,934 13,516
16 17,587 100,000 100,000 100,000 4,987 8,610 15,291
17 19,210 100,000 100,000 100,000 5,175 9,295 17,233
18 20,914 100,000 100,000 100,000 5,335 9,988 19,361
19 22,703 100,000 100,000 100,000 5,466 10,687 21,694
20 24,581 100,000 100,000 100,000 5,565 11,391 24,253
25 35,480 100,000 100,000 102,428 5,523 14,934 41,422
30 49,391 100,000 100,000 146,208 4,250 18,228 68,283
35 67,144 100,000 100,000 204,172 879 20,466 108,950
40 89,803 100,000 100,000 281,445 0 20,354 169,708
45 118,721 100,000 100,000 384,421 0 14,635 258,347
50 182,200 100,000 100,000 518,732 12,582 23,294 382,941
55 283,218 100,000 100,000 696,778 26,642 47,889 554,759
</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%, $8,761 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%.

81
<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 1,370 100,000 100,000 100,000 460 521 582
2 2,809 100,000 100,000 100,000 1,182 1,359 1,543
3 4,320 100,000 100,000 100,000 1,882 2,228 2,605
4 5,906 100,000 100,000 100,000 2,558 3,131 3,779
5 7,571 100,000 100,000 100,000 3,211 4,071 5,082
6 9,320 100,000 100,000 100,000 3,893 5,103 6,584
7 11,157 100,000 100,000 100,000 4,683 6,308 8,376
8 13,085 100,000 100,000 100,000 5,556 7,662 10,452
9 15,109 100,000 100,000 100,000 6,526 9,180 12,844
10 17,235 100,000 100,000 100,000 7,451 10,723 15,431
11 19,467 100,000 100,000 100,000 8,330 12,291 18,233
12 21,810 100,000 100,000 100,000 9,179 13,900 21,291
13 24,271 100,000 100,000 100,000 9,737 15,292 24,373
14 26,855 100,000 100,000 100,000 10,253 16,719 27,760
15 29,568 100,000 100,000 100,000 10,715 18,171 31,478
16 32,417 100,000 100,000 100,000 11,125 19,651 35,569
17 35,408 100,000 100,000 100,000 11,472 21,153 40,070
18 38,548 100,000 100,000 100,000 11,755 22,677 45,032
19 41,846 100,000 100,000 100,000 11,965 24,218 50,508
20 45,309 100,000 100,000 105,933 12,102 25,778 56,528
25 65,398 100,000 100,000 159,033 11,477 33,828 95,896
30 91,038 100,000 100,000 231,340 6,938 41,439 155,470
35 133,344 100,000 100,000 326,128 20,256 57,668 240,756
40 194,553 100,000 107,414 457,947 45,389 85,521 364,607
</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: $9,504 for a hypothetical gross
investment return of 0%, $4,217 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%.

82
<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 2,052 100,000 100,000 100,000 1,052 1,149 1,246
2 4,206 100,000 100,000 100,000 2,361 2,645 2,941
3 6,468 100,000 100,000 100,000 3,639 4,204 4,817
4 8,843 100,000 100,000 100,000 4,887 5,828 6,890
5 11,337 100,000 100,000 100,000 6,105 7,524 9,190
6 13,955 100,000 100,000 100,000 7,348 9,350 11,795
7 16,705 100,000 100,000 100,000 8,691 11,386 14,810
8 19,592 100,000 100,000 100,000 10,113 13,613 18,242
9 22,623 100,000 100,000 100,000 11,626 16,049 22,138
10 25,806 100,000 100,000 100,000 13,091 18,556 26,395
11 29,148 100,000 100,000 100,000 14,508 21,139 31,054
12 32,657 100,000 100,000 100,000 15,890 23,816 36,174
13 36,342 100,000 100,000 100,000 16,979 26,334 41,551
14 40,211 100,000 100,000 104,537 18,024 28,947 47,476
15 44,273 100,000 100,000 115,538 19,015 31,653 53,959
16 48,538 100,000 100,000 127,178 19,955 34,459 61,052
17 53,017 100,000 100,000 139,497 20,834 37,365 68,803
18 57,719 100,000 100,000 152,549 21,652 40,381 77,271
19 62,657 100,000 100,000 166,369 22,402 43,507 86,515
20 67,841 100,000 100,000 181,041 23,085 46,757 96,607
25 97,922 100,000 107,777 269,637 25,345 64,988 162,588
30 136,313 100,000 127,499 390,464 24,366 85,685 262,409
35 185,310 100,000 147,689 559,420 18,790 109,027 412,978
40 247,845 100,000 169,438 800,649 4,186 134,903 637,460
</TABLE>

- ---------

83
<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--LEVEL $1,113 BASIC PREMIUM (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 1,169 100,000 100,000 100,000 339 389 439
2 2,396 100,000 100,000 100,000 962 1,103 1,250
3 3,684 100,000 100,000 100,000 1,579 1,854 2,153
4 5,037 100,000 100,000 100,000 2,189 2,643 3,157
5 6,458 100,000 100,000 100,000 2,789 3,471 4,274
6 7,949 100,000 100,000 100,000 3,414 4,376 5,553
7 9,515 100,000 100,000 100,000 4,096 5,393 7,042
8 11,160 100,000 100,000 100,000 4,829 6,517 8,749
9 12,886 100,000 100,000 100,000 5,617 7,753 10,692
10 14,699 100,000 100,000 100,000 6,389 9,033 12,820
11 16,603 100,000 100,000 100,000 7,142 10,356 15,150
12 18,602 100,000 100,000 100,000 7,877 11,725 17,703
13 20,700 100,000 100,000 100,000 8,456 13,002 20,365
14 22,904 100,000 100,000 100,000 9,011 14,325 23,297
15 25,218 100,000 100,000 100,000 9,542 15,693 26,526
16 27,647 100,000 100,000 100,000 10,045 17,106 30,084
17 30,198 100,000 100,000 107,472 10,519 18,565 33,985
18 32,877 100,000 100,000 117,187 10,964 20,072 38,251
19 35,689 100,000 100,000 127,404 11,377 21,627 42,913
20 38,643 100,000 100,000 138,160 11,758 23,234 48,007
25 55,776 100,000 100,000 201,300 13,116 32,092 81,406
30 77,644 100,000 100,000 284,247 13,269 42,485 132,751
35 105,553 100,000 102,284 394,191 11,470 54,581 210,347
40 141,173 100,000 112,884 540,692 6,559 68,068 326,032
45 186,634 100,000 122,746 736,525 0 82,491 494,976
50 244,655 100,000 132,033 998,743 0 97,470 737,297
55 318,706 100,000 140,883 1,350,053 0 112,168 1,074,883
</TABLE>

<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 2,344 100,000 100,000 100,000 483 621 773
4 3,204 100,000 100,000 100,000 736 961 1,216
5 4,108 100,000 100,000 100,000 985 1,318 1,713
6 5,057 100,000 100,000 100,000 1,262 1,730 2,307
7 6,053 100,000 100,000 100,000 1,600 2,231 3,037
8 7,099 100,000 100,000 100,000 1,994 2,814 3,903
9 8,197 100,000 100,000 100,000 2,447 3,484 4,917
10 9,350 100,000 100,000 100,000 2,887 4,171 6,016
11 10,561 100,000 100,000 100,000 3,313 4,872 7,206
12 11,833 100,000 100,000 100,000 3,723 5,589 8,497
13 13,168 100,000 100,000 100,000 3,980 6,183 9,761
14 14,570 100,000 100,000 100,000 4,216 6,787 11,143
15 16,042 100,000 100,000 100,000 4,431 7,401 12,654
16 17,587 100,000 100,000 100,000 4,621 8,022 14,305
17 19,210 100,000 100,000 100,000 4,783 8,649 16,111
18 20,914 100,000 100,000 100,000 4,918 9,279 18,087
19 22,703 100,000 100,000 100,000 5,022 9,912 20,250
20 24,581 100,000 100,000 100,000 5,096 10,548 22,622
25 35,480 100,000 100,000 100,000 4,916 13,675 38,484
30 49,391 100,000 100,000 135,942 3,475 16,389 63,489
35 67,144 100,000 100,000 189,834 0 17,784 101,299
40 89,803 100,000 100,000 261,505 0 16,362 157,685
45 118,721 100,000 100,000 357,196 0 8,600 240,051
50 185,318 100,000 100,000 481,680 12,505 16,712 355,588
55 292,663 100,000 100,000 646,779 26,390 41,968 514,951
</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%, $9,700 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%.

85
<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 2,052 100,000 100,000 100,000 895 987 1,079
2 4,206 100,000 100,000 100,000 2,039 2,303 2,579
3 6,468 100,000 100,000 100,000 3,142 3,662 4,227
4 8,843 100,000 100,000 100,000 4,203 5,063 6,036
5 11,337 100,000 100,000 100,000 5,223 6,511 8,029
6 13,955 100,000 100,000 100,000 6,262 8,073 10,291
7 16,705 100,000 100,000 100,000 7,388 9,815 12,911
8 19,592 100,000 100,000 100,000 8,584 11,725 15,900
9 22,623 100,000 100,000 100,000 9,864 13,820 19,300
10 25,806 100,000 100,000 100,000 11,094 15,970 23,010
11 29,148 100,000 100,000 100,000 12,273 18,175 27,065
12 32,657 100,000 100,000 100,000 13,394 20,432 31,502
13 36,342 100,000 100,000 100,000 14,205 22,496 36,115
14 40,211 100,000 100,000 100,000 14,948 24,610 41,201
15 44,273 100,000 100,000 100,233 15,614 26,775 46,811
16 48,538 100,000 100,000 110,258 16,202 28,992 52,930
17 53,017 100,000 100,000 120,792 16,705 31,261 59,577
18 57,719 100,000 100,000 131,871 17,123 33,590 66,797
19 62,657 100,000 100,000 143,526 17,448 35,981 74,636
20 67,841 100,000 100,000 155,812 17,677 38,437 83,144
25 97,922 100,000 100,000 228,062 16,902 51,775 137,519
30 136,313 100,000 100,299 323,183 11,177 67,405 217,193
35 185,310 100,000 114,748 449,391 0 84,710 331,752
40 247,845 100,000 128,411 617,600 0 102,238 491,720
</TABLE>

- ---------

(1) If premiums are paid more frequently than annually the payments would be
$977.00 semiannually, $488.50 quarterly, or $162.83 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%.

86
<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 1,014 1,178
3 4,320 100,000 100,000 100,000 1,379 1,680 2,009
4 5,906 100,000 100,000 100,000 1,864 2,355 2,911
5 7,571 100,000 100,000 100,000 2,313 3,039 3,898
6 9,320 100,000 100,000 100,000 2,786 3,798 5,043
7 11,157 100,000 100,000 100,000 3,349 4,695 6,422
8 13,085 100,000 100,000 100,000 3,986 5,716 8,030
9 15,109 100,000 100,000 100,000 4,709 6,873 9,893
10 17,235 100,000 100,000 100,000 5,385 8,033 11,891
11 19,467 100,000 100,000 100,000 6,011 9,193 14,038
12 21,810 100,000 100,000 100,000 6,578 10,346 16,343
13 24,271 100,000 100,000 100,000 6,835 11,239 18,575
14 26,855 100,000 100,000 100,000 7,020 12,111 20,994
15 29,568 100,000 100,000 100,000 7,126 12,953 23,619
16 32,417 100,000 100,000 100,000 7,147 13,761 26,474
17 35,408 100,000 100,000 100,000 7,075 14,527 29,583
18 38,548 100,000 100,000 100,000 6,909 15,246 32,982
19 41,846 100,000 100,000 100,000 6,640 15,911 36,705
20 45,309 100,000 100,000 100,000 6,260 16,513 40,796
25 65,398 100,000 100,000 113,383 2,113 17,982 68,369
30 91,038 100,000 100,000 163,109 0 14,456 109,616
35 147,925 100,000 100,000 222,373 12,505 24,104 164,161
40 238,720 100,000 100,000 298,150 26,390 48,332 237,381
</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%, $8,617 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%.

[LOGO OF JOHN HANCOCK APPEARS HERE]

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

S8138UVNY-M 5/98

87
<PAGE>

[LOGO OF JOHN HANCOCK APPEARS HERE]

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

S8138UVNY-M 5/98

88
<PAGE>

PART II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

REPRESENTATION OF REASONABLENESS

John Hancock Mutual Life Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.

UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Article 9 of John Hancock's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, John Hancock indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The facing sheet.

Cross-Reference Table.

The prospectus including eighteen variable subaccounts consists of 90
pages; and the prospectus including twenty-one variable subaccounts,
consists of 91 pages.
<PAGE>

The undertaking to file reports.

The undertaking regarding indemnification.

The signatures.

The following exhibits:

I.A. (1) John Hancock Board Resolution establishing the separate account
included in Post-Effective Amendment No. 3 to this Form S-6
Registration Statement, filed March 5, 1996.

(2) Not Applicable

(3) (a) Form of Distribution Agreement by and among John Hancock
Distributors, Inc, John Hancock Mutual Life Insurance Company,
and John Hancock Variable Life Insurance Company, incorporated
by reference from Pre-Effective Amendment No. 2 to Form S-6
Registration Statement of John Hancock Variable Life Account S
(File No. 333-15075) filed April 18, 1997.

(b) Specimen Variable Contracts Selling Agreement between John
Hancock Distributors, Inc., and selling broker-dealers,
incorporated by reference from Pre-Effective Amendment No. 2 to
Form S-6 Registration Statement of John Hancock Variable Life
Account S (File No. 333-15075) filed April 18, 1997.

(4) Not Applicable

(5) Form of scheduled premium variable life insurance policy included in
the initial filing of this Form S-6 Registration Statement, filed
June 3, 1993.

(6) Charter and By-Laws of John Hancock Mutual Life Insurance Company,
previously filed electronically on March 5, 1996.

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) Form of application for Policy included in the initial
filing of this Form S-6 Registration Statement, filed
June 3, 1993.

2. Included as exhibit 1.A(5) above
<PAGE>

3. Opinion and consent of counsel as to securities being registered included in
the initial filing of this Form S-6 Registration Statement, filed June 3,
1993.

4. Not Applicable

5. Not Applicable

6. Opinion and consent of actuary.

7. Consent of independent auditors.

8. Memorandum describing John Hancock's issuance, transfer and redemption
procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii)included in Post-
Effective Amendment No. 3 to this Form S-6 Registration Statement, filed
March 5, 1996.

9. Power of Attorney for Robert J. Tarr, Jr., previously filed electronically
on April 23, 1997. Powers of attorney for Bodman, Gifford, Boyan, Morton,
Magee, Connors, Brown, Phillips, Booth, Vappi, Bromery, Staley,
D'Alessandro, Fast, Aborn, Bok, Feldstein, Fish, Syron and Hawley included
in Post-Effective Amendment No. 3 to this Form S-6 Registration Statement,
filed March 5, 1996.

10. Opinion of counsel as to eligibility of this Post-Effective Amendment
for filing pursuant to Rule 485(b).
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Mutual Life Insurance Company has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, and its seal to be hereunto fixed and
attested, all in the City of Boston and Commonwealth of Massachusetts on the
29th day of April, 1998.

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY

(SEAL)

By STEPHEN L. BROWN
------------------
Stephen L. Brown
Chairman of the
Board

Attest: Ronald J. Bocage
----------------------
Vice President and
Counsel
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities with John Hancock Mutual Life Insurance
Company and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
THOMAS E. MOLONEY
- -----------------
Thomas E. Moloney April 29, 1998

Vice President/Controller
JANET A. PENDLETON (Principal
- ------------------ Accounting Officer)
Janet A. Pendleton April 29, 1998

Chairman of the Board and
Chief Executive Officer
STEPHEN L. BROWN (Principal Executive Officer)
- ----------------
Stephen L. Brown
for himself and as
Attorney-in-Fact April 22, 1997

FOR: Foster L. Aborn Vice Chairman of the Board
William L. Boyan Vice Chairman of the Board
David F. D'Alessandro President and Chief Operating
Officer

Nelson S. Gifford Director E. James Morton Director
John F. Magee Director Thomas L. Phillips Director
John M. Connors Director Joan T. Bok Director
Robert J. Tarr, Jr. Director Robert E. Fast Director
C. Vincent Vappi Director Samuel W. Bodman Director
Randolph W. Bromery Director Lawrence K. Fish Director
I. MacAllister Booth Director Kathleen F. Feldstein Director
Michael C. Hawley Director
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, John Hancock Mutual Variable Life Insurance Account UV, certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto fixed and attested, all in the City of Boston and Commonwealth of
Massachusetts on the 29th day of April, 1998.

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
(Registrant)

By John Hancock Mutual Life Insurance Company
(Depositor)

(SEAL)

By STEPHEN L. BROWN
----------------
Stephen L. Brown
Chairman of the
Board

Attest: Ronald J. Bocage
----------------------
Ronald J. Bocage
Vice President and Counsel

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EXHIBIT 6

[John Hancock Mutual Life Insurance Company Letterhead]

April 28, 1998

Board of Directors
John Hancock Mutual Life Insurance Company

Members of the Board:

This opinion is furnished in connection with this Post Effective Amendment to
the Registration Statement on Form S-6 (File No. 33-63842) by John Hancock
Mutual Life Insurance Company (JHMLICO) under the Securities Act of 1933, as
amended, with respect to the scheduled premium variable life insurance policy
under which amounts will be allocated by JHMLICO to one or more of the
subaccounts of John Hancock Mutual Life Insurance Account UV ("Account"). The
scheduled premium policy is described in the prospectuses included in the
amended Registration Statement.

I am familiar with the policy form and the Registration Statement and exhibits
thereto. In my opinion, the illustrations of death benefit, surrender value, and
accumulated premiums shown in the appendix of the scheduled premium prospectuses
included in the Registration Statement, based on the assumptions stated in the
illustrations, are consistent with the provisions of the policy. The rate
structure of the policies has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a policy for a standard risk nonsmoker
male age 25 or a standard risk nonsmoker male age 40, than to prospective
purchasers of policies for a male at other ages or in another risk
classification or for a female.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name relating to actuarial matters under the
heading "Experts" in the prospectuses contained in the Registration Statement.

/s/ Malcolm Cheung
----------------------------
Malcolm Cheung, FSA
Second Vice President

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EXHIBIT 7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Prospectus and to the use of our reports dated February 6, 1998, with respect to
the financial statements of John Hancock Mutual Variable Life Insurance Account
UV and dated February 18, 1998, with respect to the financial statements of John
Hancock Mutual Life Insurance Company, included in this Post-Effective Amendment
No. 6 to the Registration Statement (Form S-6, No. 33-63842).

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

Boston, Massachusetts
April 24, 1998

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EXHIBIT 10

[John Hancock Mutual Life Insurance Company Letterhead]

April 28, 1998

United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

John Hancock Mutual Variable Life Insurance Company Account UV
File Nos. 33-63842 and 811-7766

Commissioners

This opinion is being furnished with respect to the filing of this post-
effective amendment of the Registrant's Registration Statement with the
Securities and Exchange Commission as required by Rule 485 under the Securities
Act of 1933.

We have acted as counsel to Registrant for the purpose of preparing this
post-effective amendment which is being filed pursuant to paragraph (b) of Rule
485 and hereby represent to the Commission that in our opinion this post-
effective amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b).

We hereby consent to the filing of this opinion with and as a part of this
post-effective amendment to Registrant's Registration Statement with the
Commission.

Very truly yours,

/s/ Sandra M. DaDalt
---------------------------
Sandra M. DaDalt
Counsel