HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV, 485BPOS, 1999-05-03

HANCOCK JOHN MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV
485BPOS, 1999-05-03

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<PAGE>

As filed with the Securities and Exchange Commission on May 3, 1999

Registration No. 33-64364
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-6
Post-Effective Amendment No. 7 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 3, 1999 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 1998 pursuant to Rule 24f-2 on March 23, 1999.
<PAGE>

CROSS-REFERENCE TABLE

Form N-8B-2 Item Caption in Prospectus
- ---------------- ---------------------
<S> <C>
1, 2 Cover, The Account and Series
Fund, John Hancock

3 Inapplicable

4 Cover, Distribution of Policies

5,6 The Account and Series Fund,
State Regulation

7, 8, 9 Inapplicable

10(a),(b),(c),(d),(e) Policy Provisions and Benefits

10(f) Voting Privileges

10(g),(h) Changes that John Hancock
Can Make

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

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

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

14, 15 Summary, Distribution of
Policies, Premiums

16 The Account and Series Fund

17 Summary, Policy
Provisions and Benefits

18 The Account and Series Fund,
Tax Considerations

19 Reports

20 Changes that John Hancock Can Make

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

45 Not Applicable

46 The Account and Series Fund,
Policy Provisions,
Appendix--Illustration of Death
Benefits, Account Values,
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,
Changes that John Hancock
Can Make

53,54,55 Not Applicable

56,57,58,59 Not Applicable
</TABLE>

<PAGE>

PROSPECTUS DATED MAY 3, 1999

VARIABLE ESTATE PROTECTION

a flexible premium variable life survivorship insurance policy
issued by

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ("JOHN HANCOCK")

JOHN HANCOCK LIFE SERVICING OFFICE
----------------------------------
EXPRESS DELIVERY
----------------
529 Main Street (X-4)
Charlestown, MA 02129
U.S. MAIL
---------
P.O. Box 111
Boston, MA 02117
PHONE: 1-800-732-5543 / FAX: 1-617-886-3048

The policy provides an investment option with fixed rates of return declared
by John Hancock and the following 23 variable investment options:

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Managed. . . . . . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Growth & Income . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Equity Index . . . . . . . . . . . . . . . . . . . . . . . . State Street Global Advisors
Large Cap Value . . . . . . . . . . . . . . . . . . . . . . T. Rowe Price Associates, Inc.
Large Cap Growth . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Mid Cap Value . . . . Neuberger Berman, LLC
Mid Cap Growth . . . . Janus Capital Corporation
Real Estate Equity . . Independence Investment Associates, Inc.
Small/Mid Cap Growth. Wellington Management Company, LLP
Small/Mid Cap CORE . . Goldman Sachs Asset Management
Small Cap Value . . . INVESCO Management & Research, Inc.
Small Cap Growth . . . . . . . . . . . . . . . . . . . . . John Hancock Advisers, Inc.
Global Equity . . . . . . . . . . . . . . . . . . . . . . Scudder Kemper Investments, Inc.
International Balanced . . . . . . . . . . . . . . . . . . Brinson Partners, Inc.
International Equity Index . . . . . . . . . . . . . . . . Independence International Associates, Inc.
International Opportunities . . . . . . . . . . . . . . . . Rowe Price-Fleming International, Inc.
Emerging Markets Equity . . . . . . . . . . . . . . . . . . Montgomery Asset Management, LLC
Short-Term Bond . . . Independence Investment Associates, Inc.
Bond Index . . . . . . Mellon Bond Associates, LLP
Sovereign Bond . . . . . . . . . . . . . . . . . . . . . . John Hancock Advisers, Inc.
Global Bond . . . . . . . . . . . . . . . . . . . . . . . J.P. Morgan Investment Management, Inc.
High Yield Bond . . . Wellington Management Company, LLP
Money Market . . . . . John Hancock Mutual Life Insurance Company
- --------------------------------------------------------------------------------------------------------------
</TABLE>

We may add or delete variable investment options in the future.

<PAGE>

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of the John Hancock
Variable Series Trust I (the "Trust"). The Trust is a mutual fund that offers a
number of different investment options (which are called "funds"). The
investment results of each variable investment option you select will depend on
those of the corresponding fund of the Trust. Attached to this prospectus is a
prospectus for the Trust that contains detailed information about each fund
offered under the policy. Be sure to read the prospectus for the Trust before
selecting any of the variable investment options shown on page 1.

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
policy or exercise any of your rights under the policy. However, please keep in
mind that this is a prospectus - - it is not the policy. The prospectus
---
simplifies many policy provisions to better communicate the policy's essential
features. Your rights and obligations under the policy will be determined by the
language of the policy itself. When you receive your policy, read it carefully.

This prospectus is arranged in the following way:

. The section which follows is called "Basic Information". It is in a
question and answer format. We suggest you read the Basic Information
section before reading any other section of the prospectus.

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 17.

. Behind the illustrations is a section called "Additional Information"
that gives more details about the policy. It generally does not
---
repeat information that is in the Basic Information section. A table
of contents for the Additional Information section appears on page
22.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 41.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 80.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends and
the Trust prospectus begins.

**********

Please note that the Securities and Exchange Commission ("SEC") has not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy.
<TABLE>
<CAPTION>
<S> <C>
Question Pages to See
- --------
.What is the policy?. . . . . . . . . . . . . . . 4
.Who owns the policy?. . . . . . . . . . . . . . 4
.How can I invest money in the policy?. . . . . . 4-5
.Is there a minimum amount I must invest?. . . . 5-6
.How will the value of my investment in the policy change over 7
time?. . . . . . . . . . . . . . . . . . . . . .
.What charges will John Hancock deduct from my investment in 7-9
the policy?. . . . . . . . . . . . . . . . . . .
.What charges will the Trust deduct from my investment in the 9
policy?. . . . . . . . . . . . . . . . . . . . .
.What other charges could John Hancock impose in the future? 10
.How can I change my policy's investment allocations? 10-11
.How can I access my investment in the policy?. . 11-12
.How much will John Hancock pay when the last insured person 12-13
dies?. . . . . . . . . . . . . . . . . . . . . .
.How can I change my policy's insurance coverage? 13-14
.Can I cancel my policy after it's issued?. . . . 14
.Can I choose the form in which John Hancock pays out policy 14
proceeds?. . . . . . . . . . . . . . . . . . . .
.To what extent can John Hancock vary the terms and conditions
of its policies in particular cases?. . . . . .
15
.How will my policy be treated for income tax purposes? 15
.How do I communicate with John Hancock?. . . . . 15-16
</TABLE>
Here are the page numbers where the questions and answers appear:

<PAGE>

WHAT IS THE POLICY?

This is a so-called "survivorship" policy that provides coverage on two
insured persons. The policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the last surviving insured person. The
value of the amount you have invested under the policy may increase or decrease
daily based upon the investment results of the variable investment options that
you choose. The amount we pay to the policy's beneficiary upon the death of the
last surviving insured person (we call this the "death benefit") may be
similarly affected.

While either of the insured persons is alive, you will have a number of
options under the policy. Here are some major ones:

. Determine when and how much you invest in the various investment
options

. Borrow or withdraw amounts you have in the investment options

. Change the beneficiary who will receive the death benefit

. Change the amount of insurance

. Turn in (i.e., "surrender") the policy for the full amount of its
surrender value

. Choose the form in which we will pay out the death benefit or other
proceeds

Most of these options are subject to limits that are explained later in this
prospectus.

WHO OWNS THE POLICY?

That's up to the person who applies for the policy. The owner of the policy is
the person who can exercise most of the rights under the policy, such as the
right to choose the investment options or the right to surrender the policy. In
many cases, the person buying the policy is also the person who will be the
owner. However, the application for a policy can name another person or entity
(such as a trust) as owner. Whenever we've used the term "you" in this
prospectus, we've assumed that the reader is the person who has whatever right
or privilege is being discussed. There may be tax consequences if the owner and
the insured person are different, so you should discuss this issue with your tax
adviser.

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". The amount we require as your first premium depends upon the
-----
specifics of your policy and the insured person. Except as noted below, you can
make any other premium payments you wish at any time. That's why the policy is
called a "flexible premium" policy.

<PAGE>

Minimum premium payment

Each premium payment must be at least $100.

Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to
the amount of your policy's insurance coverage. We will not knowingly accept any
amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. We'll monitor your premium payments and let you know if you're about to
exceed this limit. More discussion of these tax law requirements begins on page
29. Also, we may refuse to accept any amount of an additional premium if:

. that amount of premium would increase our insurance risk exposure,
and

. the insured persons don't provide us with adequate evidence that they
continue to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy or the guaranteed minimum death benefit feature from terminating. We
reserve the right to limit premium payments above the amount of cumulative
Guaranteed Minimum Death Benefit Premiums (whether or not the guaranteed minimum
death benefit feature described on page __ is in effect).

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "John Hancock Mutual Life Insurance
Company." Premiums after the first must be sent to the John Hancock Life
Servicing Office at the appropriate address shown on page 1 of this prospectus.

We will also accept premiums:

. by wire or by exchange from another insurance company,

. via an electronic funds transfer program (any owner interested in
making monthly premium payments must use this method), or
-------

. if we agree to it, through a salary deduction plan with your
employer.

You can obtain information on these other methods of premium payment by
contacting your John Hancock representative or by contacting the John Hancock
Life Servicing Office.

<PAGE>

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

The Policy Specifications page of your policy will show the "Planned Premium"
for the policy. You choose this amount in the policy application. The premium
reminder notice we send you is based on this amount. You will also choose how
often to pay premiums-- annually, semi-annually, quarterly or monthly. The date
on which such a payment is "due" is referred to in the policy as a "modal
processing date." However, payment of Planned Premiums is not necessarily
required. You need only invest enough to keep the policy in force (see "Lapse
and reinstatement" and "Guaranteed minimum death benefit feature" below).

Lapse and reinstatement

Either your entire policy or the Additional Sum Insured portion of your Total
Sum Insured can lapse for failure to pay charges due under the policy. If the
guaranteed minimum death benefit feature is in effect, only the Additional Sum
Insured, if any, can lapse. If the guaranteed minimum death benefit feature is
not in effect, the entire policy can lapse. In either case, if the policy's
- ---
surrender value is not sufficient to pay the charges on a monthly deduction
date, we will notify you of how much you will need to pay to keep any Additional
Sum Insured or the policy in force. You will have a 61 day "grace period" to
make that payment. If you don't pay at least the required amount by the end of
the grace period, the Additional Sum Insured or your policy will terminate
(i.e., "lapse"). If your policy lapses, all coverage under the policy will
cease. Even if the policy or the Additional Sum Insured terminates in this way,
you can still reactivate (i.e., "reinstate") it within 3 years from the
beginning of the grace period. You will have to provide evidence that the
surviving insured persons still meet our requirements for issuing coverage. You
will also have to pay a minimum amount of premium and be subject to the other
terms and conditions applicable to reinstatements, as specified in the policy.
If the guaranteed minimum death benefit is not in effect and the last surviving
insured person dies during the grace period, we will deduct any unpaid monthly
charges from the death benefit. During such a grace period, you cannot make a
partial withdrawal or policy loan.

Guaranteed minimum death benefit feature

This feature is available only if the insured persons meet certain
underwriting requirements. The feature guarantees that your Basic Sum Insured
will not lapse during the first 10 policy years, regardless of adverse
investment performance, if both of the following are true:

. any Additional Sum Insured under the policy is not scheduled to
exceed the Basic Sum Insured at any time (see "How much will John
Hancock pay when the last insured person dies?" on page __), and

. on each annual processing during that 10 year period the amount of
cumulative premiums you have paid accumulated at 4% (less all
withdrawals from the policy accumulated at 4%) equals or exceeds the
sum of all Guaranteed Minimum Death Benefit Premiums due to date
accumulated at 4%. (An "annual processing date" is the first business
day of a policy year.)

<PAGE>

The Guaranteed Minimum Death Benefit Premium (or "GMDB Premium) is defined in
the policy and is "due" on each annual processing date. On the application for
the policy, you may elect for this feature to extend beyond the tenth policy
year. If you so elect, we will impose a special charge for this feature after
the tenth policy year. You may revoke the election at any time.

No GMDB Premium will ever be greater than the so-called "guideline premium"
for the policy as defined in Section 7702 of the Internal Revenue Code. Also,
the GMDB Premiums may change in the event of any change in the Additional Sum
Insured of the policy or any change in the death benefit option (see "How much
will John Hancock pay when the last insured person dies?" on page 12).

If the guaranteed minimum death benefit test is not satisfied on any annual
processing date, we will notify you immediately and tell you how much you will
need to pay to keep the feature in effect. You will have 61 days after default
to make that payment. If you don't pay at least the required amount by the end
of that period, the feature will lapse. The feature may be reinstated in
accordance with the terms of the policy within 5 years after the annual
processing date on which default occurred. If it is reinstated more than 1 year
after such annual processing date, we will require evidence that the surviving
insured persons still meet our requirements for issuing coverage. We may refuse
to reinstate the feature more than once during the life of the policy.

The guaranteed minimum death benefit feature applies only to the Basic Sum
Insured. It does not apply to any amount of Additional Sum Insured (see "How
---
much will John Hancock pay when the last insured person dies?" on page __).

If there are monthly charges that remain unpaid because of this feature, we
will deduct such charges when there is sufficient surrender value to pay them.

HOW WILL THE VALUE OF MY INVESTMENT IN THE POLICY CHANGE OVER TIME?

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply for the first 20 days
after your policy becomes effective. (See "Commencement of investment
performance" beginning on page __.)

Over time, the amount you've invested in any variable investment option will
--------
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of the Trust and had reinvested all fund dividends and
distributions in additional fund shares; except that we will deduct certain
additional charges which will reduce your account value. We describe these
charges under "What charges will John Hancock deduct from my investment in the
policy?" below.

The amount you've invested in the fixed investment option will earn interest
-----
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
---
subject to the mortality and expense risk charge described on page 8. Otherwise,
the

<PAGE>

charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

At any time, the "account value" of your policy is equal to:

. the amount you invested,

. plus or minus the investment experience of the investment options
you've chosen,

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 11.

WHAT CHARGES WILL JOHN HANCOCK DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

. Premium tax charge - A charge to cover state premium taxes we currently
--------------------
expect to pay, on average. This charge is currently 2.35% of each premium.

. DAC tax charge - A charge to cover the increased Federal income tax
----------------
burden that we currently expect will result from receipt of premiums. This
charge is currently 1.25% of each premium.

. Premium processing charge - A charge to help defray our administrative
---------------------------
costs. This charge is 1.25% of each premium. For policies with a Total Sum
Insured of $5 million or more, this charge will be reduced to as low as
.50%

. Sales charge - A charge to help defray our sales costs. The charge for
--------------
premiums paid in the first policy year is 30% of premiums paid up to the
Target Premium, and 3.5% of premiums paid in excess of the Target Premium.
The charge for premiums paid after the first policy year up to the Target
Premium is 15% in policy years 2 through 5, 10% in policy years 6 through
10, up to 4% (currently 3%) in policy years 11 through 20, and up to 3%
(currently 0%) thereafter. The charge for premiums paid after the first
policy year in excess of the Target Premium is 3.5% in policy years 2
through 10, 3% in policy years 11 through 20, and up to 3% (currently 0%)
thereafter. If the younger of the insured persons is age 71 or older when
the policy is issued, there will be no sales charges deducted from
premiums paid after the eleventh policy year. Because policies of this
type were first offered in 1993, the foregoing waiver and the lower
current rates after policy year 10 are not yet applicable to any policy.
The "Target Premium" is determined at the time the policy is issued and
will appear in the "Policy Specifications" section of the policy.

<PAGE>

. Optional benefits charge - A charge imposed for certain optional
--------------------------
insurance benefits added to the policy by means of a rider.

Deductions from account value

. Issue charge - A monthly charge to help defray our administrative costs.
--------------
This charge has two parts: (1) a flat dollar amount of $55.55 deducted
only during the first five policy years, and (2) a charge of 2c per $1,000
of Total Sum Insured at issue that is deducted only during the first three
policy years. The second part of this monthly charge is guaranteed not to
exceed $200.

. Administrative charge - A monthly charge to help defray our
-----------------------
administrative costs. This charge also has two parts: (1) a flat dollar
charge of up to $10 (currently $7.50), and (2) a charge of 3c per $1,000
of Total Sum Insured at issue (currently 1c per $1,000 of Total Sum
Insured at issue). However, for policies with a Total Sum Insured at issue
of $5 million or more, the second part of this charge is currently zero.

. Insurance charge - A monthly charge for the cost of insurance. To
------------------
determine the charge, we multiply the amount of insurance for which we are
at risk by a cost of insurance rate. The rate is derived from an actuarial
table. The table in your policy will show the maximum cost of insurance
-------
rates. The cost of insurance rates that we currently apply are generally
less than the maximum rates. We will review the cost of insurance rates at
least every 5 years and may change them from time to time. However, those
rates will never be more than the maximum rates shown in the policy. The
table of rates we use will depend on the insurance risk characteristics
and (usually) gender of each of the insured persons, the Total Sum Insured
and the length of time the policy has been in effect. Regardless of the
table used, cost of insurance rates generally increase each year that you
own your policy, as each insured person's attained age increases. (An
insured person's "attained age" on any date is his or her age on the
birthday nearest that date.) The insurance charge is not affected by the
death of the first insured person to die. Higher current insurance rates
are generally applicable to policies issued on a "guaranteed issue" basis,
where only very limited underwriting information is obtained. This is
often the case with policies issued to trustees, employers and similar
entities.

. Extra mortality charge - A monthly charge specified in your policy for
------------------------
additional mortality risk if either of the insured persons is subject to
certain types of special insurance risk.

. M &E charge - A daily charge for mortality and expense risks we assume.
-------------
This charge is deducted from the variable investment options. It does not
apply to the fixed investment option. We guarantee that this charge will
never exceed an effective annual rate of .90%. The effective annual rate
will vary depending upon the Total Sum Insured at issue. The current
charge levels are as follows: .625% for a Total Sum Insured of at least
$500,000 but less than $5 million, .575% for a Total Sum Insured of at
least $5 million but less than $15 million, and .525% for a Total Sum
Insured of $15 million or more.

<PAGE>

. Guaranteed minimum death benefit charge - A monthly charge beginning in
-----------------------------------------
the eleventh policy year if the guaranteed minimum death benefit feature
is elected to extend beyond the first ten policy years. This charge is
currently 1c per $1,000 of Basic Sum Insured and is guaranteed not to
exceed 3c per $1,000 of Basic Sum Insured. Because policies of this type
were first offered in 1993, this charge is not yet applicable to any
policy at the current rate.

. Policy split option rider charge - A monthly charge if this rider is
----------------------------------
elected at the time of application for the policy. The charge is 3c per
$1,000 of current Total Sum Insured.

. Optional benefits charge - Monthly charges for certain other optional
--------------------------
insurance benefits added to the policy by means of a rider. We currently
offer a number of such optional riders, such as the accidental death
benefit rider.

. Partial withdrawal charge - A charge for each partial withdrawal of
-------------------------
account value to compensate us for the administrative expenses of
processing the withdrawal. The charge is equal to the lesser of $20 or 2%
of the withdrawal amount.

WHAT CHARGES WILL THE TRUST DEDUCT FROM MY INVESTMENT IN THE POLICY?

The Trust must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund of the Trust and reduce the
investment return of each fund. Therefore, they also indirectly reduce the
return you will earn on any variable investment options you select. The figures
in the following chart are expressed as percentages of each fund's average daily
net assets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees that were payable for1998 and the 1998 other
operating expenses that would have been allocated to the funds under the
allocation rules currently in effect.

<TABLE>
<CAPTION>
Other Total Fund Other Operating
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent Reimbursement*
- --------- -------------- ---------- ----------- -----------------------
<S> <C> <C> <C> <C>
Managed. . . . . . . 0.32% 0.05 % 0.37% 0.05%
Growth & Income. . . 0.25% 0.05 % 0.30% 0.05%
Equity Index. . . . . 0.14% 0.08 % 0.22% 0.08%
Large Cap Value . . . 0.74% 0.07 % 0.07%
Large Cap Growth. . . 0.37% 0.05 % 0.42% 0.05%
Mid Cap Value. . . . 0.80% 0.05 % 0.85% 0.05%
Mid Cap Growth. . . . 0.85% 0.08 % % 0.08%
Real Estate Equity. . 0.60% 0.05 % 0.65% 0.05%
Small/Mid Cap Growth**
Small/Mid Cap CORE. .
Small Cap Value . . . 0.80% 0.07 % % 0.07%
Small Cap Growth. . . 0.75% 0.08 % 0.83% 0.08%
Global Equity. . . .
International Balanced 0.85% 0.10 % 0.95% 0.64%
International Equity
Index. . . . . . . . 0.17% 0.10 % 0.27% 0.23%
International
Opportunities. . . . 0.87% 0.10 % 0.97% 0.32%
Emerging Markets
Equity. . . . . . .
Short-Term Bond. . . 0.30% 0.05% 0.35%
Bond Index. . . . . .
Sovereign Bond. . . . 0.25% 0.05 % 0.30% 0.05%
Global Bond** . . . . 0.69% 0.06 % % 0.06%
High Yield Bond. . .
Money Market. . . . . 0.25% 0.05 % 0.30% 0.05%
</TABLE>

<PAGE>

* John Hancock reimburses a fund when the fund's other operating expenses exceed
0.10% of the fund's average daily net assets.
** Small/Mid Cap Growth was formerly "Diversified Mid Cap Growth" and Global
Bond was formerly "Strategic Bond."

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

We currently make no charge against account value for our Federal income
taxes, but if we incur, or expect to incur, income taxes attributable to any
subaccount of the Account or this class of policies in future years, we reserve
the right to make such a charge. Any such charge would reduce what you earn on
any affected investment options. However, we expect that no such charge will be
necessary.

Under current laws, we 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, we may make charges
for such taxes.

We also reserve the right to increase the premium tax charge and the DAC tax
charge in order to correspond, respectively, with changes in the state premium
tax levels and with changes in the Federal income tax treatment of the deferred
acquisition costs for this type of policy.

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. The percentages you select must be in whole numbers and must
equal 100% in total.

Transfers of existing account value

You may also transfer your existing account value from one investment option
to another. To do so, you must tell us how much to transfer, either as a whole
number percentage or as a specific dollar amount.

Under our current rules, you can make transfers out of any variable investment
--------
option anytime you wish. However, transfers out of the fixed investment option
-----
are currently subject to the following restrictions:

. You can only make such a transfer once a year and only during the 31 day
period following your policy anniversary.

. We must receive the request for such a transfer during the period
beginning 60 days prior to the policy anniversary and ending 30 days after
it.

<PAGE>

. The most you can transfer at any one time is the greater of $500 or 25%
of the assets in your fixed investment option.

We reserve the right to impose a minimum amount limit on transfers out of the
fixed investment option. We also reserve the right to impose limits on the
number and frequency of transfers out of the variable investment options.

Dollar cost averaging

This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of investing most of your money at a time when market prices are high.
Obviously, the success of this strategy depends on market trends and is not
guaranteed.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

You may surrender your policy in full at any time. If you do, we will pay you
the account value less any policy loans plus, if surrender occurs in the second
policy year, a refund of a certain portion of sales charges equal to 5% of
premiums paid in the second policy year up to the Target premium. This is called
your "surrender value." You must return your policy when you request a full
surrender.

Partial withdrawals

You may make a partial withdrawal of your surrender value at any time. Each
partial withdrawal must be at least $1,000. There is a charge (usually $20) for
each partial withdrawal. We will automatically reduce the account value of your
policy by the amount of the withdrawal and the related charge. Each investment
option will be reduced in the same proportion as the account value is then
allocated among them. We will not permit a partial withdrawal if it would cause
your account value to fall below 3 months' worth of monthly charges (see
"Deductions from account value" on page 8). We also reserve the right to refuse
any partial withdrawal that would cause the policy's Total Sum Insured to fall
below $500,000. Any partial withdrawal (other than a Terminated ASI Withdrawal
Amount, as described below) will reduce your death benefit under any of the
death benefit options (see "How much will John Hancock pay when the last insured
person dies?" on page 13) and under the guaranteed death benefit feature (see
page __). Under Option A, such a partial withdrawal will reduce the Total Sum
Insured. Under Option B, such a partial withdrawal will reduce your account
value. Under the guaranteed death benefit feature, such a partial withdrawal
will reduce the Basic Sum Insured. A "Terminated ASI Withdrawal Amount" is any
partial withdrawal made while there is an Additional Sum Insured under the
policy that later lapses as described on page __. The total of all Terminated
ASI Withdrawal Amounts cannot exceed the Additional Sum Insured in effect
immediately before the Additional Sum Insured lapses.

<PAGE>

Policy loans

You may borrow from your policy at any time after it has been in effect for 1
year by completing a form satisfactory to us or, if the telephone transaction
authorization form has been completed, by telephone. However, you can't borrow
from your policy during a "grace period" (see "Lapse and reinstatement" on page
6). The maximum amount you can borrow is 90% of your surrender value.

The minimum amount of each loan is $500. The interest charged on any loan is
an effective annual rate of 5% in the first 20 policy years and 4.5% thereafter.
Accrued interest will be added to the loan daily and will bear interest at the
same rate as the original loan amount. The amount of the loan is deducted from
the investment options in the same proportion as the account value is then
allocated among them and is placed in a special loan account. This special loan
account will earn interest at an effective annual rate of 4.0%. However, if we
determine that a loan will be treated as a taxable distribution because of the
differential between the loan interest rate and the rate being credited on the
special loan account, we reserve the right to decrease the rate credited on the
special loan account to a rate that would, in our reasonable judgement, result
in the transaction being treated as a loan under Federal tax law.

You can repay all or part of a loan at any time. Each repayment will be
allocated among the investment options as follows:

. The same proportionate part of the loan as was borrowed from the
fixed investment option will be repaid to the fixed investment
option.

. The remainder of the repayment will be allocated among the investment
options in the same way a new premium payment would be allocated.

If you want a payment to be used as a loan repayment, you must include
instructions to that effect. Otherwise, all payments will be assumed to be
premium payments.

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE LAST INSURED PERSON DIES?

In your application for the policy, you will tell us how much life insurance
coverage you want on the life of the insured persons. This is called the "Total
Sum Insured." Total Sum Insured is composed of the Basic Sum Insured and any
Additional Sum Insured you elect. The only limitations on how much Additional
Sum Insured you can have is that it must be equal to the Basic Sum Insured at
the time of policy issue and cannot exceed 400% of the Basic Sum Insured at any
time thereafter. There are a number of factors you should consider in
determining whether to elect coverage in the form of Basic Sum Insured or in the
form of Additional Sum insured. These factors are discussed under "Basic Sum
Insured vs. Additional Sum Insured" on page __.

When the last of the two insured persons dies, we will pay the death benefit
minus any outstanding loans. There are two ways of calculating the death
benefit. You choose which one you want in the application. The two death benefit
options are:

<PAGE>

. Option A - The death benefit will equal the greater of (1) the Total
Sum Insured plus any optional extra death benefit, if elected (as
described below), or (2) the minimum insurance amount (as described
below).

. Option B -The death benefit will equal the greater of (1) the Total
Sum Insured plus your policy's account value on the date of death of
the last surviving insured person, or (2) the minimum insurance
amount.

For the same premium payments, the death benefit under Option B will tend to
be higher than the death benefit under Option A. On the other hand, the monthly
insurance charge will be higher under Option B to compensate us for the
additional insurance risk. Because of that, the account value will tend to be
higher under Option A than under Option B for the same premium payments.

Optional extra death benefit feature

If you elect the Option A death benefit, you may also elect this optional
extra death benefit feature. The optional extra death benefit is determined on
each annual processing date as follows:

. First, we multiply your account value by a factor specified in the
policy. The factor is based on the age of the younger insured person.

. We will then subtract your Total Sum Insured.

Any excess is the optional extra death benefit for the remainder of that
policy year. This feature may result in the Option A death benefit being higher
than the minimum insurance amount. Although there is no special charge for this
feature, your monthly insurance charge will be based on that higher death
benefit amount. Election of this feature must be made in the application for the
policy. You may revoke that election at any time, but there may be adverse tax
consequences if you do.

The minimum insurance amount

In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value. For
policies of this type, we will apply the "cash value accumulation test" as
described in Federal tax law. Under the cash value accumulation test, we compute
the minimum insurance amount on each monthly deduction date by multiplying the
account value on that date by the death benefit factor applicable on that date.
The death benefit factors are derived by applying the cash value accumulation
test. The death benefit factor decreases for each year the policy remains in
effect. A table showing the factor for each policy year will appear in the
policy.

Policy split option

At the time of policy issue, you may elect a rider that will permit the Total
Sum Insured to be evenly split into two separate policies, one for each insured
person, but only if the insured

<PAGE>

persons get divorced or certain Federal tax law changes occur. The rider may be
cancelled at any time, but it will automatically terminate on the date of death
of the first insured person to die or on the policy anniversary nearest the
older insured person's 80th birthday, whichever is earlier. A policy split could
have adverse tax consequences, so check with your tax adviser before electing
this rider.

When the last insured person reaches 100

If the last surviving insured person or the younger of two living insureds
reaches attained age 100, the surrender value will become payable to the policy
beneficiary and the death benefit will no longer be payable.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

The Basic Sum Insured and Additional Sum Insured generally cannot be increased
after policy issue. However, you may request an increase in the Additional Sum
Insured to take effect on any policy anniversary. You will have to provide us
with evidence that the surviving insured persons still meet our requirements for
issuing insurance coverage.

Decrease in coverage

The Basic Sum Insured and Additional Sum Insured generally cannot be decreased
after policy issue. However, you may request a reduction in the Additional Sum
Insured to take effect on any policy anniversary, but only if:

. the remaining Total Sum Insured will be at least $500,000, and

. the remaining Total Sum Insured will at least equal the minimum
required by the tax laws to maintain the policy's life insurance
status.

We may refuse any decrease in Additional Sum Insured if it would cause the
death benefit to reflect an increase pursuant to the optional extra death
benefit feature.

Change of death benefit option

At any time, you may change your coverage from death benefit Option A to
Option B or vice-versa. However, if you change from Option A to Option B, we
will require evidence that the surviving insured persons still meet our
requirements for issuing coverage. This is because such a change increases our
insurance risk exposure.

Tax consequences

Please read "Tax considerations" starting on page 29 to learn about possible
tax consequences of changing your insurance coverage under the policy.

<PAGE>

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

You have the right to cancel your policy within the latest of the following
periods:

. 10 days after you receive it (this period may be longer in some
states);

. 10 days after mailing by John Hancock of the Notice of Withdrawal
Right; or

. 45 days after the date Part A of the application has been completed.

This is often referred to as the "free look" period. To cancel your policy,
simply deliver or mail the policy to John Hancock at one of the addresses shown
on page 1, or to the John Hancock representative who delivered the policy to
you.

In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by John Hancock or the Trust prior to that date. The date
of cancellation will be the date of such mailing or delivery.

CAN I CHOOSE THE FORM IN WHICH JOHN HANCOCK PAYS OUT POLICY PROCEEDS?

Choosing a payment option

You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to any
of a number of other payment options, including the following:

. Option 1 - Proceeds left with us to accumulate with interest

. Option 2A - Equal monthly payments of a specified amount until all
proceeds are paid out

. Option 2B - Equal monthly payments for a specified period of time

. Option3 - Equal monthly payments for life, but with payments
guaranteed for a specific number of years

. Option 4 - Equal monthly payments for life with no refund

. Option 5 - Equal monthly payments for life with a refund if all of
the proceeds haven't been paid out

<PAGE>

interest on each of the above options. For Options 1 and 2A, the interest will
be at least an effective annual rate of 3 1/2%.

Changing a payment option

You can change the payment option at any time before the proceeds are payable.
If you haven't made a choice, the payee of the proceeds has a prescribed period
in which he or she can make that choice.

Tax impact

There may be tax consequences to you or your beneficiary depending upon which
payment option is chosen. You should consult with a qualified tax adviser before
making that choice.

TO WHAT EXTENT CAN JOHN HANCOCK VARY THE TERMS AND CONDITIONS OF ITS POLICIES
IN PARTICULAR CASES?

Listed below are some variations we can make in the terms of our policies. Any
variation will be made only in accordance with uniform rules that we apply
fairly to all of our customers.

State law insurance requirements

Insurance laws and regulations apply to John Hancock in every state in which
its policies are sold. As a result, various terms and conditions described in
the prospectus may vary depending upon where you reside. These variations will
be reflected in your policy or in endorsements attached to your policy.

Variations in expenses or risks

We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 28. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

Generally, death benefits paid under policies such as yours are not subject to
income tax. Earnings on your account value are not subject to income tax as long
as we don't pay them out to you. If we do pay out any amount of your account
value upon surrender or partial withdrawal, all or part of that distribution
should generally be treated as a return of the premiums you've paid and should
not be subject to income tax. Amounts you borrow are generally not taxable to
you.

However, some of the tax rules change if your policy is found to be a
"modified endowment contract." This can happen if you've paid more than a
certain amount of premiums that is prescribed by the tax laws. Additional taxes
and penalties may be payable for policy distributions of any kind.

<PAGE>

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 29.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 1.

Certain requests must be made in writing and be signed and dated by you. They
include the following:

. loans, surrenders or partial withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. increase or decrease in Total Sum Insured

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

You should mail or express these requests to the John Hancock Life Servicing
Office at the appropriate address shown on page 1. You should also send notice
of an insured person's death and related documentation to the John Hancock Life
Servicing Office. We don't consider that we've "received" any communication
until such time as it has arrived at the proper place and in the proper and
complete form.

We have special forms that should be used for a number of the requests
mentioned above. You can obtain these forms from the John Hancock Life Servicing
Office or your John Hancock representative. Each communication to us must
include your name, your policy number and the name of the insured person. We
cannot process any request that doesn't include this required information. Any
communication that arrives after the close of our business day, or on a day that
is not a business day, will be considered "received" by us on the next following
business day. Our business day currently closes at 4:00 p.m. Eastern Standard
Time, but special circumstances (such as suspension of trading on a major
exchange) may dictate an earlier closing time.

<PAGE>

Telephone Transactions

If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-800-732-5543 or by faxing us at 1-617-886-3048.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is also a risk that
you will be unable to place your request due to equipment malfunction or heavy
phone line usage. If this occurs, you should submit your request in writing.

The policies are not designed for professional market timing organizations or
other entities that use programmed and frequent transfers among investment
options. For reasons such as that, we reserve the right to change our telephone
transaction policies or procedures at any time. We also reserve the right to
suspend or terminate the privilege altogether.

<PAGE>

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND
ACCUMULATED PREMIUMS

The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for specified issue ages, premium payment schedule and
Total Sum Insured. The amounts shown are for the end of each policy year and
assume that all of the account value is invested in funds that achieve
investment returns at constant annual rates of 0%, 6% and 12% before any fees or
expenses. (Investment return reflects investment income and all realized and
unrealized capital gains and losses.) The tables assume annual Planned Premiums
that are paid at the beginning of each policy year for an insured person who is
a 35 year old male standard non-smoker underwriting risk when the policy is
issued.

Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated. The tables headed "Maximum
Charges" are the same, except that the maximum permitted rates for all years are
used for all charges. The tables do not reflect any charge that we reserve the
right to make but are not currently making. The tables assume that the
guaranteed minimum death benefit has not been elected beyond the tenth policy
year and that no Additional Sum Insured or optional rider benefits have been
elected.

With respect to fees and expenses deducted from Trust assets, the amounts
shown in all tables reflect (1) investment management fees equivalent to an
effective annual rate of .59%, and (2) an assumed average asset charge for all
other Trust operating expenses equivalent to an effective annual rate of .07%.
These rates are the arithmetic average for all funds of the Trust. In other
words, they are based on the hypothetical assumption that policy account values
are allocated equally among the variable investment options. The actual rates
associated with any policy will vary depending upon the actual allocation of
policy values among the investment options.

The second column of each table shows the amount you would have at the end of
each Policy year if an amount equal to the assumed Planned Premiums were
invested to earn interest, after taxes, at 5% compounded annually. This is not a
policy value. It is included for comparison purposes only.

Because your circumstances will no doubt differ from those in the
illustrations that follow, values under your policy will differ, in most cases
substantially. Upon request, we will furnish you with a comparable illustration
reflecting your proposed insured persons' issue ages, sex and underwriting risk
classification, and the Total Sum Insured and annual Planned Premium amount
requested.

<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP $1,000,000 SUM INSURED
($500,000 BASIC SUM INSURED; $500,000 ADDITIONAL SUM INSURED) MALE, ISSUE
AGE 55, NONSMOKER UNDERWRITING CLASS FEMALE, ISSUE AGE 50, NONSMOKER
UNDERWRITING CLASS OPTION A DEATH BENEFIT NO GUARANTEED MINIMUM DEATH
BENEFIT OPTION AFTER TENTH POLICY YEAR PLANNED PREMIUM: $15,969* USING
CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- --------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------------- --------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,000,000 $1,000,000 $1,000,000 $ 11,219 $ 11,924 $ 12,629
2 34,374 1,000,000 1,000,000 1,000,000 23,449 25,627 27,889
3 52,861 1,000,000 1,000,000 1,000,000 35,523 39,965 44,760
4 72,271 1,000,000 1,000,000 1,000,000 47,677 55,213 63,665
5 92,653 1,000,000 1,000,000 1,000,000 59,673 71,166 84,565
6 114,053 1,000,000 1,000,000 1,000,000 72,564 88,953 108,813
7 136,524 1,000,000 1,000,000 1,000,000 85,282 107,559 135,615
8 160,118 1,000,000 1,000,000 1,000,000 97,822 127,014 165,236
9 184,891 1,000,000 1,000,000 1,000,000 110,181 147,353 197,970
10 210,904 1,000,000 1,000,000 1,000,000 122,354 168,611 234,139
11 238,217 1,000,000 1,000,000 1,000,000 135,096 191,620 274,937
12 266,895 1,000,000 1,000,000 1,000,000 147,624 215,651 320,006
13 297,008 1,000,000 1,000,000 1,000,000 159,924 240,738 369,791
14 328,626 1,000,000 1,000,000 1,000,000 171,978 266,912 424,783
15 361,825 1,000,000 1,000,000 1,000,000 183,765 294,207 485,528
16 396,684 1,000,000 1,000,000 1,061,911 195,257 322,652 552,599
17 433,286 1,000,000 1,000,000 1,165,381 206,421 352,279 626,594
18 471,718 1,000,000 1,000,000 1,275,706 217,214 383,116 708,188
19 512,072 1,000,000 1,000,000 1,393,604 227,588 415,191 798,116
20 554,444 1,000,000 1,000,000 1,519,792 237,480 448,533 897,170
25 800,279 1,000,000 1,000,000 2,312,314 279,834 638,923 1,565,850
30 1,114,034 1,000,000 1,150,886 3,484,259 296,885 869,154 2,631,329
35 1,514,473 1,000,000 1,388,895 5,247,828 263,836 1,138,187 4,300,550
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium are
paid at the start of each Policy Year. The Death Benefit and Surrender Value
will differ if premiums are paid in different amounts or frequencies, if policy
loans are taken, or if Guaranteed Minimum Death Benefit after the tenth Policy
Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS 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 FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP $1,000,000 SUM INSURED
($500,000 BASIC SUM INSURED; $500,000 ADDITIONAL SUM INSURED) MALE, ISSUE
AGE 55, NONSMOKER UNDERWRITING CLASS FEMALE, ISSUE AGE 50, NONSMOKER
UNDERWRITING CLASS OPTION B DEATH BENEFIT NO GUARANTEED MINIMUM DEATH
BENEFIT OPTION AFTER TENTH POLICY YEAR PLANNED PREMIUM: $15,969* USING
CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming Hypothetical Assuming Hypothetical
End of Planned Premiums Gross Annual Return of Gross Annual Return of
Policy Accumulated at ---------------------------------- ------------------------------
Year 5% Annual Interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,011,219 $1,011,923 $1,012,629 $ 11,219 $ 11,923 $ 12,629
2 34,374 1,023,447 1,025,624 1,027,886 23,447 25,625 27,886
3 52,861 1,035,519 1,039,961 1,044,755 35,519 39,961 44,755
4 72,271 1,047,670 1,055,205 1,063,655 47,670 55,205 63,655
5 92,653 1,059,662 1,071,152 1,084,548 59,662 71,152 84,548
6 114,053 1,072,547 1,088,932 1,108,785 72,547 88,932 108,785
7 136,524 1,085,257 1,107,526 1,135,572 85,257 107,526 135,572
8 160,118 1,097,787 1,126,966 1,165,171 97,787 126,966 165,171
9 184,891 1,110,132 1,147,284 1,197,871 110,132 147,284 197,871
10 210,904 1,122,286 1,168,510 1,233,991 122,286 168,510 233,991
11 238,217 1,135,008 1,191,486 1,274,732 135,008 191,486 274,732
12 266,895 1,147,504 1,215,464 1,319,710 147,504 215,464 319,710
13 297,008 1,159,758 1,240,469 1,369,353 159,758 240,469 369,353
14 328,626 1,171,743 1,266,521 1,424,123 171,743 266,521 424,123
15 361,825 1,183,430 1,293,633 1,484,527 183,430 293,633 484,527
16 396,684 1,194,780 1,321,810 1,551,113 194,780 321,810 551,113
17 433,286 1,205,745 1,351,048 1,624,481 205,745 351,048 624,481
18 471,718 1,216,264 1,381,328 1,705,276 216,264 381,328 705,276
19 512,072 1,226,264 1,412,619 1,794,200 226,264 412,619 794,200
20 554,444 1,235,655 1,444,865 1,892,009 235,655 444,865 892,009
25 800,279 1,272,319 1,620,745 2,549,699 272,319 620,745 1,549,699
30 1,114,034 1,273,405 1,803,454 3,593,200 273,405 803,454 2,593,200
35 1,514,473 1,205,867 1,954,270 5,227,850 205,867 954,270 4,227,850
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------------- ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,000,000 $1,000,000 $1,000,000 $ 10,919 $ 11,613 $ 12,308
2 34,374 1,000,000 1,000,000 1,000,000 22,773 24,906 27,122
3 52,861 1,000,000 1,000,000 1,000,000 34,355 38,686 43,362
4 72,271 1,000,000 1,000,000 1,000,000 45,885 53,200 61,407
5 92,653 1,000,000 1,000,000 1,000,000 57,105 68,212 81,171
6 114,053 1,000,000 1,000,000 1,000,000 69,048 84,820 103,949
7 136,524 1,000,000 1,000,000 1,000,000 80,621 101,968 128,884
8 160,118 1,000,000 1,000,000 1,000,000 91,795 119,648 156,174
9 184,891 1,000,000 1,000,000 1,000,000 102,542 137,854 186,037
10 210,904 1,000,000 1,000,000 1,000,000 112,824 156,570 218,715
11 238,217 1,000,000 1,000,000 1,000,000 123,108 176,319 255,042
12 266,895 1,000,000 1,000,000 1,000,000 132,819 196,555 294,801
13 297,008 1,000,000 1,000,000 1,000,000 141,887 217,237 338,322
14 328,626 1,000,000 1,000,000 1,000,000 150,219 238,309 385,972
15 361,825 1,000,000 1,000,000 1,000,000 157,709 259,705 438,174
16 396,684 1,000,000 1,000,000 1,000,000 164,240 281,355 495,427
17 433,286 1,000,000 1,000,000 1,037,949 169,627 303,137 558,078
18 471,718 1,000,000 1,000,000 1,128,071 173,818 325,054 626,231
19 512,072 1,000,000 1,000,000 1,222,669 176,607 346,988 700,222
20 554,444 1,000,000 1,000,000 1,322,051 177,802 368,849 780,438
25 800,279 1,000,000 1,000,000 1,903,336 149,449 472,833 1,288,899
30 1,114,034 1,000,000 1,000,000 2,660,563 8,525 548,423 2,009,270
35 1,514,473 ** 1,000,000 3,655,899 ** 552,283 2,995,978
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies, if
policy loans are taken, or if Guaranteed Minimum Death Benefit after the tenth
Policy Year, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP $1,000,000 SUM INSURED
($500,000 BASIC SUM INSURED; $500,000 ADDITIONAL SUM INSURED) MALE, ISSUE
AGE 55, NONSMOKER UNDERWRITING CLASS FEMALE, ISSUE AGE 50, NONSMOKER
UNDERWRITING CLASS OPTION B DEATH BENEFIT NO GUARANTEED MINIMUM DEATH
BENEFIT OPTION AFTER TENTH POLICY YEAR PLANNED PREMIUM: $15,969* USING
MAXIMUM CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------------- ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,010,918 $1,011,613 $1,012,308 $ 10,918 $ 11,613 $ 12,308
2 34,374 1,022,770 1,024,902 1,027,118 22,770 24,902 27,118
3 52,861 1,034,345 1,038,674 1,043,349 34,345 38,674 43,349
4 72,271 1,045,860 1,053,170 1,061,373 45,860 53,170 61,373
5 92,653 1,057,053 1,068,150 1,081,095 57,053 68,150 81,095
6 114,053 1,068,952 1,084,700 1,103,797 68,952 84,700 103,797
7 136,524 1,080,457 1,101,754 1,128,607 80,457 101,754 128,607
8 160,118 1,091,531 1,119,291 1,155,693 91,531 119,291 155,693
9 184,891 1,102,136 1,137,285 1,185,244 102,136 137,285 185,244
10 210,904 1,112,223 1,155,699 1,217,451 112,223 155,699 217,451
11 238,217 1,122,243 1,175,020 1,253,086 122,243 175,020 253,086
12 266,895 1,131,605 1,194,664 1,291,843 131,605 194,664 291,843
13 297,008 1,140,216 1,214,538 1,333,933 140,216 214,538 333,933
14 328,626 1,147,956 1,234,517 1,379,558 147,956 234,517 379,558
15 361,825 1,154,688 1,254,448 1,428,919 154,688 254,448 428,919
16 396,684 1,160,259 1,274,158 1,482,223 160,260 274,158 482,223
17 433,286 1,164,438 1,293,378 1,539,606 164,438 293,378 539,606
18 471,718 1,167,154 1,311,992 1,601,390 167,154 311,992 601,390
19 512,072 1,168,156 1,329,691 1,667,736 168,156 329,691 667,736
20 554,444 1,167,214 1,346,170 1,738,838 167,214 346,170 738,838
25 800,279 1,122,126 1,395,005 2,170,174 122,126 395,005 1,170,174
30 1,114,034 ** 1,322,016 2,720,592 ** 322,016 1,720,592
35 1,514,473 ** 1,000,729 3,352,717 ** 729 2,352,717
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies, if
policy loans are taken, or if Guaranteed Minimum Death Benefit after the tenth
Policy Year, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 16.

<TABLE>
<CAPTION>
CONTENTS OF THIS SECTION PAGES TO SEE
- ------------------------ ------------
<S> <C>
Description of John Hancock ............... 23
How we support the policy and investment options 23-24
Procedures for issuance of a policy....... 24-25
Basic Sum Insured vs. Additional Sum Insured

Commencement of investment performance.... 25
How we process certain policy transactions 25-27
Effects of policy loans................... 27
Additional information about how certain policy charges work 27-28
How we market the policies................ 28-29
Tax considerations........................ 29-30
Reports that you will receive............. 31
Voting privileges that you will have...... 31
Changes that John Hancock can make as to your policy 31-32
Adjustments we make to death benefits..... 32
When we pay policy proceeds............... 32-33
Other details about exercising rights and paying benefits 33
Year 2000 Issues..........................

Legal matters............................. 33
Registration statement filed with the SEC. 33
Accounting and actuarial experts.......... 33
Financial statements of John Hancock and the Account 33
List of Directors and Executive Officers of John Hancock 34
</TABLE>

<PAGE>

DESCRIPTION OF JOHN HANCOCK

We are John Hancock, a mutual life insurance company chartered in
Massachusetts in 1862. Our Home Office is at John Hancock Place, Boston,
Massachusetts 02117. We are authorized to transact a life insurance and annuity
business in all states and in the District of Columbia. As of the end of 1998,
our assets were approximately $67 billion.

We are regulated and supervised by the Massachusetts Commissioner of
Insurance, who periodically examines our affairs. We also are subject to the
applicable insurance laws and regulations of all jurisdictions in which we are
authorized to do business. We are required to submit annual statements of our
operations, including financial statements, to the insurance departments of the
various jurisdictions in which we do business for purposes of determining
solvency and compliance with local insurance laws and regulations. The
regulation to which we are subject, however, does not provide a guarantee as to
such matters.

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

The variable investment options shown on page 1 are in fact subaccounts of
Separate Account UV (the "Account"), a separate account established by us under
Massachusetts law. The Account 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"). Such registration does not
involve supervision by the SEC of the management of the Account or John Hancock.

The Account's assets are the property of John Hancock. Each policy provides
that amounts we hold in the Account pursuant to the policies cannot be reached
by any other persons who may have claims against us.

The assets in each subaccount are invested in the corresponding fund of the
Trust, but the assets of one subaccount are not necessarily legally insulated
from liabilities associated with another subaccount. New subaccounts may be
added as new funds are added to the Trust and made available to policy owners.
Existing subaccounts may be deleted if existing funds are deleted from the
Trust.

We will purchase and redeem Trust shares for the Account at their net asset
value without any sales or redemption charges. Shares of the Trust represent an
interest in one of the funds of the Trust which corresponds to a subaccount of
the Account. Any dividend or capital gains distributions received by the Account
will be reinvested in shares of that same fund at their net asset value as of
the dates paid.

On each business day, shares of each fund are purchased or redeemed by us for
each subaccount based on, among other things, the amount of net premiums
allocated to the subaccount, distributions reinvested, and transfers to, from
and among subaccounts, all to be effected as of that date. Such purchases and
redemptions are effected at each fund's net asset value per share determined for
that same date. A "business day" is any date on which the New York Stock
Exchange is open for trading. We compute policy values for each business day as
of the close of that day (usually 4:00 p.m. Eastern Standard Time).

Our general account

Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other separate accounts that we may establish.
Subject to applicable law, we have sole discretion over the investment of assets
of the general account and policy owners do not share in the investment
experience of, or have any preferential claim on, those assets. Instead, we
guarantee that the account value allocated to the fixed investment option will
accrue interest daily at an effective annual rate of at least 4% without

<PAGE>

regard to the actual investment experience of the general account.

Because of exemptive and exclusionary provisions, interests in our fixed
investment option have not been registered under the Securities Act of 1933 and
our 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 we have been advised that the staff
of the SEC has not reviewed the disclosure in this prospectus relating to the
fixed investment option. Disclosure regarding the fixed investment option may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.

PROCEDURES FOR ISSUANCE OF A POLICY

Generally, the policy is available with a minimum Total Sum Insured at issue
of $500,000 and a minimum Basic Sum Insured at issue of $250,000. At the time of
issue, each insured person must have an attained age of at least 20 and no more
than 80. All insured persons must meet certain health and other insurance risk
criteria called "underwriting standards".

Policies issued in Montana or in connection with certain employee plans will
not directly reflect the sex of the insured persons in either the premium rates
or the charges or values under the policy. The illustrations set forth in this
prospectus are sex-distinct and, therefore, may not reflect the rates, charges,
or values that would apply to such policies.

Minimum Initial Premium

The Minimum Initial Premium must be received by us at our Life Servicing
Office in order for the policy to be in full force and effect. There is no grace
period for the payment of the Minimum Initial Premium. The Minimum Initial
Premium is determined by us based on the characteristics of each of the insured
persons, the Total Sum Insured at issue, and the policy options you have
selected.

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured persons' rate classes should be.
After we approve an application for a policy and assign an appropriate insurance
rate class, we will prepare the policy for delivery. We will not pay a death
benefit under a policy unless the policy is in effect when the last surviving
insured person dies (except for the circumstances described under "Temporary
insurance coverage prior to policy delivery" on page 25).

The policy will take effect only if all of the following conditions are
satisfied:

. The policy is delivered to and received by the applicant.

. The Minimum Initial Premium is received by us.

. Each insured person is living and still meets our health criteria for
issuing insurance.

If all of the above conditions are satisfied, the policy will take effect on
the date shown in the policy as the "date of issue." That is the date on which
we begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

In order to preserve a younger age at issue for one or both of the insured
persons, we can designate a date of issue that is up to 60 days earlier than the
date that would otherwise apply. This is referred to as "backdating" and is
allowed under state insurance laws. Backdating can also be used in certain
corporate-owned life insurance cases involving

<PAGE>

multiple policies to retain a common monthly deduction date.

The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the policy
takes effect retroactively. Backdating results in a lower insurance charge
(because of an insured person's younger age at issue), but monthly charges begin
earlier than would otherwise be the case. Those monthly charges will be deducted
as soon as we receive premiums sufficient to pay them.

Temporary coverage prior to policy delivery

If a specified amount of premium is paid with the application for a policy and
other conditions are met, we will provide temporary survivorship term life
insurance coverage on the insured persons for a period prior to the time
coverage under the policy takes effect. Such temporary term coverage will be
subject to the terms and conditions described in the application for the policy,
including limits on amount and duration of coverage.

Monthly deduction dates

Each charge that we deduct monthly is assessed against your account value or
the subaccounts at the close of business on the date of issue and at the close
of the first business day in each subsequent policy month.

BASIC SUM INSURED VS. ADDITIONAL SUM INSURED

As noted earlier in this prospectus, you should consider a number of factors
in determining whether to elect coverage in the form of Basic Sum Insured or in
the form of Additional Sum Insured.

The amount of sales charge deducted from premiums and from account value and
the amount of compensation paid to the selling insurance agent will be less if
coverage is included as Additional Sum Insured, rather than as Basic Sum
Insured. On the other hand, the amount of any Additional Sum Insured is not
included in the guaranteed minimum death benefit feature. Therefore, if the
policy's surrender value is insufficient to pay the monthly charges as they fall
due (including the charges for the Additional Sum Insured), the Additional Sum
Insured coverage will lapse, even if the Basic Sum Insured stays in effect
pursuant to the guaranteed minimum death benefit feature.

Generally, you will incur lower sales charges and have more flexible coverage
with respect to the Additional Sum Insured than with respect to the Basic Sum
Insured. If this is your priority, you may wish to maximize the proportion of
the Additional Sum Insured. However, if your priority is to take advantage of
the guaranteed minimum death benefit feature, the proportion of the Policy's
Total Sum Insured that is guaranteed can be increased by taking out more
coverage as Basic Sum Insured at the time of policy issuance.

If you want to purchase Additional Sum Insured, you may select from among
several forms of it: a level amount of coverage; an amount of coverage that
increases on each policy anniversary up to a prescribed limit; an amount of
coverage that increases on each policy anniversary to the amount of premiums
paid during prior policy years plus the Planned Premium for the current policy
year, subject to certain limits; or a combination of those forms of coverage.

Any decision you make to modify the amount of Additional Sum Insured coverage
after issue can have significant tax consequences (see "Tax Considerations"
beginning on page __).

COMMENCEMENT OF INVESTMENT PERFORMANCE

Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the twentieth day following the date of issue, the policy's account value will
be reallocated automatically among the investment options you have chosen.

<PAGE>

All other premium payments will be allocated among the investment options you
have chosen as soon as they are processed.

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

We will process any premium payment as of the day we receive it, unless one of
the following exceptions applies:

(1) We will process a payment received prior to a policy's date of issue as if
received on the date of issue.

(2) If the Minimum Initial Premium is not received prior to the date of issue,
we will process each premium payment received thereafter as if received on the
business day immediately preceding the date of issue until all of the Minimum
Initial Premium is received.

(3) We will process the portion of any premium payment for which we require
evidence of an insured person's continued insurability only after we have
received such evidence and found it satisfactory to us.

(4) If we receive any premium payment that will cause a policy to become a
modified endowment or will cause a policy to lose its status as life insurance
under the tax laws, we will not accept the excess portion of that premium
payment and will immediately notify the owner. We will refund the excess premium
when the premium payment check has had time to clear the banking system (but in
no case more than two weeks after receipt), except in the following
circumstances:

. The tax problem resolves itself prior to the date the refund is to be
made; or

. The tax problem relates to modified endowment status and we receive a
signed acknowledgment from the owner prior to the refund date instructing
us to process the premium notwithstanding the tax issues involved.

In the above cases, we will treat the excess premium as having been received on
the date the tax problem resolves itself or the date we receive the signed
acknowledgment. We will then process it accordingly.

(5) If a premium payment is received or is otherwise scheduled to be processed
(as specified above) on a date that is not a business day, the premium payment
will be processed on the business day next following that date.

Transfers among investment options

Any reallocation among investment options must be such that the total in all
investment options after reallocation equals 100% of account value. Transfers
out of a variable investment option will be effective at the end of the business
day in which we receive at our Life Servicing Office notice satisfactory to us.

If received on or before the policy anniversary, requests for transfer out of
the fixed investment option will be processed on the policy anniversary (or the
next business day if the policy anniversary does not occur on a business day).
If received after the policy anniversary, such a request will be processed at
the end of the business day in which we receive the request at our Life
Servicing Office. If you request a transfer out of the fixed investment option
61 days or more prior to the policy anniversary, we will not process that
portion of the reallocation, and your confirmation statement will not reflect a
transfer out of the fixed investment option as to such request. Currently, there
is no minimum amount limit on transfers into the fixed investment option, but we
reserve the right to impose such a limit in the future. We have the right to
defer transfers of amounts out of the fixed investment option for up to six
months.

Dollar cost averaging

Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.

<PAGE>

However, the amount transferred to any one investment option must be at least
$100.

Once we receive the election in form satisfactory to us at our Life Servicing
Office, transfers will begin on the second monthly deduction date following its
receipt. If you have any questions with respect to this provision, call
1-800-732-5543.

Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have at least $2,500 of your account value in the Money Market
investment option, or until we receive written notice from you of cancellation
of the option or notice of the death of the last surviving insured person. We
reserve the right to modify, terminate or suspend the dollar cost averaging
program at any time.

Telephone transfers and policy loans

Once you have completed a written authorization, you may request a transfer or
policy loan by telephone or by fax. If the fax request option becomes
unavailable, another means of telecommunication will be substituted.

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ 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 we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

Effective date of other policy transactions

A requested change in Additional Sum Insured is effective on the policy
anniversary on or next following the date we approve the request.

The following transactions take effect on the monthly deduction date on or
next following the date we approve the request:

. Reinstatements of lapsed policies

. Change of death benefit Option from A to B

A change from Option B to Option A is effective on the monthly deduction date
on or next following the date we receive the request.

We process loans, surrenders, partial withdrawals and loan repayments as of
the day we receive such request or repayment.

EFFECTS OF POLICY LOANS

The account value, the surrender value, and any death benefit above the Total
Sum Insured are permanently affected by any loan, whether or not it is repaid in
whole or in part. This is because the amount of the loan is deducted from the
investment options and placed in a special loan account. The investment options
and the special loan account will generally have different rates of investment
return.

The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted from the amount otherwise payable when the policy
proceeds become payable.

Whenever the outstanding loan exceeds 90% of your account value, the policy
will terminate 31 days after we have mailed notice of termination to you (and to
any assignee of record at such assignee's last known address), unless a
repayment of such excess is made within that period.

<PAGE>

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

The sales charges help to compensate us for the cost of selling our policies.
(See "What charges will John Hancock deduct from my investment in the policy?"
in the Basic Information section of this prospectus.) The amount of the charges
in any policy year does not specifically correspond to sales expenses for that
year. We expect to recover our total sales expenses over the life of the
policies. To the extent that the sales charges do not 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 our general assets. (See "How we market the
policies" on page 28.)

Effect of premium payment pattern

You may structure the timing and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying less than one
Target Premium in the first policy year or paying more than one Target Premium
in any policy year could reduce your total sales charges over time. For example,
if the Target Premium was $10,000 and you paid a premium of $10,000 in each of
the first ten policy years, you would pay total sales charges of $14,000. If you
paid $20,000 (i.e., two times the Target Premium amount) in every other policy
year up to the ninth policy year, you would pay total sales charges of only
$9,750. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the guaranteed minimum death benefit feature will
lapse and the account value will be insufficient to pay monthly policy charges
as they come due. As a result, the policy or any Additional Sum Insured may
lapse and eventually terminate. Conversely, accelerating the payment of Target
Premiums to earlier policy years could cause aggregate premiums paid to exceed
the policy's 7-pay premium limit and, as a result, cause the policy to become a
modified endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax consequences" beginning on page 29.)

Monthly charges

We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of account value
you have in each. For each month that we cannot deduct any charge because of
insufficient account value, the uncollected charges will accumulate and be
deducted when and if sufficient account value becomes available.

The insurance under the policy continues in full force during any grace period
but, if the last surviving insured person dies during the policy grace period,
the amount of unpaid monthly charges is deducted from the death benefit
otherwise payable.

Reduced charges for eligible classes

The charges otherwise applicable (including the M&E charge) may be reduced
with respect to policies issued to a class of associated individuals or to a
trustee, employer or similar entity where we anticipate that the sales to the
members of the class will result in lower than normal sales or administrative
expenses, lower taxes or lower risks to us. We will make these reductions in
accordance with our rules in effect at the time of the application for a policy.
The factors we consider 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 lapse and surrender rates
of the policies; the size of the class of associated individuals and the number
of years it has been in existence; the aggregate amount of premiums paid; and
any other such circumstances which result in a reduction in sales or
administrative expenses, lower taxes or lower risks. Any reduction in charges
will be reasonable and will apply

<PAGE>

uniformly to all prospective policy purchasers in the class and will not
unfairly discriminate against any owner.

HOW WE MARKET THE POLICIES

Signator Investors, Inc. ("Signator"), an indirect wholly-owned subsidiary of
John Hancock located at 197 Clarendon Street, Boston, MA 02117, is registered as
a broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. and the Securities Investor
Protection Corporation. Signator acts as principal underwriter and principal
distributor of the policies pursuant to a sales agreement among John Hancock,
Signator, John Hancock Variable Life Insurance Company, and the Account.
Signator also serves as principal underwriter for John Hancock Variable Annuity
Accounts U, I and V, and John Hancock Variable Life Accounts U, V and S, all of
which are registered under the 1940 Act. Signator is also the principal
underwriter for John Hancock Variable Series Trust I.

Applications for policies are solicited by agents who are licensed by state
insurance authorities to sell John Hancock's policies and who are also
registered representatives ("representatives") of Signator or other
broker-dealer firms, as discussed below. John Hancock performs insurance
underwriting and determines whether to accept or reject the application for a
policy and each insured person's risk classification. John Hancock will make the
appropriate refund if a policy ultimately is not issued or is returned under the
"free look" provision. Officers and employees of John Hancock are covered by a
blanket bond by a commercial carrier in the amount of $25 million.

Signator's representatives are compensated for sales of the policies on a
commission and service fee basis by Signator, and John Hancock reimburses
Signator for such compensation 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 Signator representative for selling a
policy is 45% of the Target Premium paid in the first policy year, 5% of the
Target Premium paid in each of the second through fifth policy years, and 3% of
the Target Premium paid in each policy year thereafter. The maximum commission
on any premium paid in any policy year in excess of the Target Premium is 3%.

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

The policies are also sold through other registered broker-dealers that have
entered into selling agreements with Signator and whose representatives are
authorized by applicable law to sell variable life insurance policies. The
commissions which will be paid by such broker-dealers to their representatives
will be in accordance with their established rules. The commission rates may be
more or less than those set forth above for Signator's representatives. 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. Signator will compensate the
broker-dealers as provided in the selling agreements, and John Hancock will
reimburse Signator for such amounts and for certain other direct expenses in
connection with marketing the policies through other broker-dealers.

Representatives of Signator and the other broker-dealers mentioned above may
also earn "credits"

<PAGE>

toward qualification for attendance at certain business meetings sponsored by
John Hancock.

The offering of the policies is intended to be continuous, but neither John
Hancock nor Signator is obligated to sell any particular amount of policies.

TAX CONSIDERATIONS

This description of federal income tax consequences is only a brief summary
and is not intended as tax advice. Tax consequences will vary based on your own
particular circumstances, and for further information you should consult a
qualified tax advisor. Federal, state and local tax laws, regulations and
interpretations can change from time to time. As a result, the tax consequences
to you and the beneficiary may be altered, in some cases retroactively.

Policy proceeds

We believe the policy will receive the same federal income and estate tax
treatment as fixed benefit life insurance policies. Section 7702 of the Internal
Revenue Code (the "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 satisfy that definition. We will monitor compliance with these standards.

If the policy complies with the definition of life insurance, we believe the
death benefit under the policy will be excludable from the beneficiary's gross
income under the Code. In addition, increases in account value as a result of
interest or investment experience will not be subject to federal income tax
unless and until values are actually received through distributions.
Distributions for tax purposes can include amounts received upon surrender or
partial withdrawals. You may also be deemed to have received a distribution for
tax purposes if you assign all or part of your policy rights or change your
policy's ownership.

In general, the owner will be taxed on the amount of distributions that exceed
the premiums paid under the policy. But under certain circumstances within the
first 15 policy years, the owner may be taxed on a distribution even if total
withdrawals do not exceed total premiums paid. Any taxable distribution will be
ordinary income to the owner (rather than capital gains).

We also believe 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 outstanding loan that
was not previously considered income (as discussed below) will be treated as if
it had been distributed to the owner if the policy terminates for any reason.

It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if the Trust failed to meet certain investment
diversification or other requirements of the Code. If this were to occur, you
would be subject to income tax on the income and gains under the policy for the
period of the disqualification and for subsequent periods.

In the past, the United States Treasury Department has stated that it
anticipated issuing guidelines prescribing circumstances in which the ability of
a policy owner to direct his or her investment to particular funds may cause the
policy owner, rather than the insurance company, to be treated as the owner of
the shares of those funds. In that case, any income and gains attributable to
those shares would be included in your current gross income for federal income
tax purposes. Under current law, however, we believe that we, and not the owner
of a policy, would be considered the owner of the fund's shares for tax
purposes.

Tax consequences of ownership or receipt of policy proceeds under federal,
state and local estate, inheritance, gift and other tax laws depend on the
circumstances of each owner or beneficiary.

<PAGE>

Because there may be unfavorable tax consequences (including recognition of
taxable income and the loss of income tax-free treatment for any death benefit
payable to the beneficiary), you should consult a qualified tax adviser prior to
changing the policy's ownership or making any assignment of ownership interests.

7-pay premium limit

At the time of policy issuance, we will determine whether the Planned Premium
schedule will exceed the 7-pay limit discussed below. If so, our standard
procedures prohibit issuance of the policy unless you sign a form acknowledging
that fact.

The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed policy to be fully "paid-up" after
the payment of 7 equal annual premiums. "Paid-up" means that no further premiums
would be required to continue the coverage in force until maturity, based on
certain prescribed assumptions. If the total premiums paid at any time during
the first 7 policy years exceed the 7-pay limit, the policy will be treated as a
"modified endowment", which can have adverse tax consequences.

The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 591/2.

Furthermore, any time there is a "material change" in a policy (such as an
increase in Additional Sum Insured, the addition of certain other policy
benefits after issue, a change in death benefit option, or reinstatement of a
lapsed policy), the policy will have a new 7-pay limit as if it were a
newly-issued policy. If a prescribed portion of the policy's then account value,
plus all other premiums paid within 7 years after the material change, at any
time exceed the new 7-pay limit, the policy will become a modified endowment.

Moreover, if benefits under a policy are reduced (such as a reduction in the
Total Sum Insured or death benefit or the reduction or cancellation of certain
rider benefits) during the 7 years in which a 7-pay test is being applied, the
7-pay limit will be recalculated based on the reduced benefits. If the premiums
paid to date are greater than the recalculated 7-pay limit, the policy will
become a modified endowment.

All modified endowments issued by the same insurer (or its affiliates) to the
owner during any calendar year generally will be treated as one contract for the
purpose of applying the modified endowment rules. A policy received in exchange
for a modified endowment will itself also be a modified endowment. You should
consult your tax advisor if you have questions regarding the possible impact of
the 7-pay limit on your policy.

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. We are not responsible for compliance with the
terms of any such plan or with the requirements of applicable provisions of the
Code.

REPORTS THAT YOU WILL RECEIVE

At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit, the Basic Sum Insured and the Additional Sum Insured, the account
value, the portion of the account value in each investment option, the surrender
value, premiums received and charges deducted from premiums since the last
report, and any outstanding policy loan (and interest charged for the preceding
policy year). Moreover, you also will receive confirmations of premium

<PAGE>

payments, transfers among investment options, policy loans, partial withdrawals
and certain other policy transactions.

Semiannually we will send you a report containing the financial statements of
the Trust, including a list of securities held in each fund.

VOTING PRIVILEGES THAT YOU WILL HAVE

All of the assets in the subaccounts of the Account are invested in shares of
the corresponding funds of the Trust. We will vote the shares of each of the
funds of the Trust which are deemed attributable to variable life insurance
policies at regular and special meetings of the Trust's shareholders in
accordance with instructions received from owners of such policies. Shares of
the Trust held in the Account which are not attributable to such policies, as
well as shares for which instructions from owners are not received, will be
represented by us at the meeting. We will vote such shares for and against each
matter in the same proportions as the votes based upon the instructions received
from the owners of such policies.

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for the Trust's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
of the Trust, ratification of the selection of independent auditors, approval of
Trust investment advisory agreements and other matters requiring a shareholder
vote. We will furnish owners with information and forms to enable owners to give
voting instructions.

However, we may, in certain limited circumstances permitted by the SEC's
rules, disregard voting instructions. If we do disregard voting instructions,
you will receive a summary of that action and the reasons for it in the next
semi-annual report to owners.

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to the Trust or the Account

The voting privileges described in this prospectus reflect our 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, we reserve the right to proceed in accordance with any
such revised requirements. We also reserve 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 your policy belongs from the Account to another separate account or
subaccount, (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, (3) to deregister the
Account under the 1940 Act, (4) to substitute for the fund shares held by a
subaccount any other investment permitted by law, and (5) to take any action
necessary to comply with or obtain any exemptions from the 1940 Act. We 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.

<PAGE>

Other permissible changes

We reserve the right to make any changes in the policy necessary to ensure the
policy is within the definition of life insurance under the Federal tax laws and
is in compliance with any changes in Federal or state tax laws.

In our policies, we reserve the right to make certain changes if they would
serve the best interests of policy owners or would be appropriate in carrying
out the purposes of the policies. Such changes include the following:

. Changes necessary to comply with or obtain or continue exemptions under
the federal securities laws

. Combining or removing investment options

. Changes in the form of organization of any separate account

Any such changes will be made only to the extent permitted by applicable laws
and only in the manner permitted by such laws. When required by law, we will
obtain your approval of the changes and the approval of any appropriate
regulatory authority.

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

If either insured person commits suicide within certain time periods, the
amount of death benefit we pay will be limited as described in the policy. Also,
if an application misstated the age or gender of either insured person, we will
adjust the amount of any death benefit as described in the policy.

WHEN WE PAY POLICY PROCEEDS

General

We will pay any death benefit, withdrawal, surrender value or loan within 7
days after we receive the last required form or request (and, with respect to
the death benefit, any other documentation that may be required). If we don't
have information about the desired manner of payment within 7 days after the
date we receive notification of the death of the last surviving insured person,
we will pay the proceeds as a single sum, normally within 7 days thereafter.

Delay to challenge coverage

We may challenge the validity of your insurance policy based on any material
misstatements made to us in the application for the policy. We cannot make such
a challenge, however, beyond certain time limits that are specified in the
policy.

Delay for check clearance

We reserve the right to defer payment of that portion of your account value
that is attributable to a premium payment made by check for a reasonable period
of time (not to exceed 15 days) to allow the check to clear the banking system.

Delay of separate account proceeds

We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (a) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (b) an
emergency exists, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to fairly determine the account
value; or (c) the SEC by order permits the delay for the protection of owners.
Transfers and allocations of account value among the investment options may also
be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

If more than one person owns a policy, all owners must join in most requests
to exercise rights under the policy.

<PAGE>

Assigning your policy

You may assign your rights in the policy to someone else as collateral for a
loan or for some other reason. Assignments do not require the consent of any
revocable beneficiary. A copy of the assignment must be forwarded to us. We are
not responsible for any payment we make or any action we take before we receive
notice of the assignment in good order. Nor are we responsible for the validity
of the assignment. An absolute assignment is a change of ownership. All
collateral assignees of record must consent to any full surrender, partial
withdrawal or loan from the policy.

Your beneficiary

You name your beneficiary when you apply for the policy. The beneficiary is
entitled to the proceeds we pay following the death of the last surviving
insured person. You may change the beneficiary during that insured person's
lifetime. Such a change requires the consent of any irrevocable named
beneficiary. A new beneficiary designation is effective as of the date you sign
it, but will not affect any payments we make before we receive it. If no
beneficiary is living when the last surviving insured person dies, we will pay
the insurance proceeds to the owner or the owner's estate.

YEAR 2000 ISSUES

The advent of the Year 2000 presents a technological challenge to John
Hancock. John Hancock has developed and is executing 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 has substantially completed the process of remediating its
systems and expects the compliance testing component of the project to be
substantially complete by June, 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. For more
information about the impact of year 2000, please refer to Note 15 of the Notes
to Statutory-Basis Financial Statements of John Hancock Mutual Life Insurance
Company included in this prospectus.

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 us on
certain Federal securities law matters in connection with the policies.

REGISTRATION STATEMENT FILED WITH THE SEC

This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. More details may be obtained from
the SEC upon payment of the prescribed fee.

ACCOUNTING AND ACTUARIAL 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

<PAGE>

been examined by Malcolm Cheung, F.S.A.,an Actuary and Second Vice President of
John Hancock.

FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

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.

<PAGE>

LIST 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)
E. James Morton Director, formerly Chairman of the Board and Chief
Executive Officer, John Hancock
John M. Connors, Jr. President and 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)
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, John Hancock
Joan T. Bok Chairman of the Board, New England Electric System
(electric utility).
Robert E. Fast Senior Partner, Hale and Dorr (law firm).
Foster L. Aborn Vice Chairman of the Board, John Hancock
Richard F. Syron Chairman of the Board and Chief 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.).
Edward H. Linde President and Chief Executive Officer, Boston
Properties, Inc. (real estate)
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>

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

<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, 1998
and 1997, 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.

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.

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,
1998 and 1997, or the results of its operations or its cash flows for the years
then ended.

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, 1998 and 1997, 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 19, 1999

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31
-------------------------
1998 1997
-------------- -----------
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . . $ 23,353.0 $22,986.0
Stocks:
Preferred . . . . . . . . . . . . . . . . . . 844.7 640.6
Common . . . . . . . . . . . . . . . . . . . . 269.3 256.9
Investments in affiliates . . . . . . . . . . 1,520.3 1,442.0
-------------- ----------
2,634.3 2,339.5
Mortgage loans on real estate--Note 6 . . . . . . 8,223.7 7,851.2
Real estate:
Company occupied . . . . . . . . . . . . . . . 372.2 375.1
Investment properties . . . . . . . . . . . . 1,472.1 1,893.4
-------------- ----------
1,844.3 2,268.5
Policy loans . . . . . . . . . . . . . . . . . . 1,573.8 1,577.3
Cash items:
Cash in banks and offices . . . . . . . . . . 241.5 176.0
Temporary cash investments . . . . . . . . . . 1,107.4 548.8
-------------- ----------
1,348.9 724.8
Premiums due and deferred . . . . . . . . . . . . 253.4 222.3
Investment income due and accrued . . . . . . . . 527.5 505.8
Other general account assets . . . . . . . . . . 1,156.6 948.6
Assets held in separate accounts . . . . . . . . 17,447.0 16,021.7
-------------- ----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $ 58,362.5 $55,445.7
============== ==========
OBLIGATIONS AND POLICYHOLDERS' CONTINGENCY
RESERVES
OBLIGATIONS
Policy reserves . . . . . . . . . . . . . . . . $ 19,804.8 $19,206.6
Policyholders' and beneficiaries' funds . . . . 14,216.9 13,985.1
Dividends payable to policyholders . . . . . . 449.1 399.7
Policy benefits in process of payment . . . . . 111.4 115.5
Other policy obligations . . . . . . . . . . . 322.6 214.8
Asset valuation reserve--Note 1 . . . . . . . . 1,289.6 1,165.7
Federal income and other accrued taxes--Note 1 211.5 96.9
Other general account obligations . . . . . . . 1,109.3 1,084.5
Obligations related to separate accounts . . . 17,458.6 16,019.1
-------------- ----------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . . 54,973.8 52,287.9
POLICYHOLDERS' CONTINGENCY RESERVES
Surplus notes--Note 2 . . . . . . . . . . . . . 450.0 450.0
Special contingency reserve for group insurance 160.0 151.8
General contingency reserve . . . . . . . . . . 2,778.7 2,556.0
-------------- ----------
TOTAL POLICYHOLDERS' CONTINGENCY RESERVES . . . 3,388.7 3,157.8
-------------- ----------
TOTAL OBLIGATIONS AND POLICYHOLDERS'CONTINGENCY
RESERVES . . . . . . . . . . . . . . . . . . . . $ 58,362.5 $55,445.7
============== ==========
</TABLE>

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 1997
----------- -------------
(In millions)
<S> <C> <C>
INCOME
Premiums, annuity considerations and pension fund
contributions. . . . . . . . . . . . . . . . . $ 8,844.0 $ 7,371.6
Net investment income--Note 4 . . . . . . . . . 2,956.2 2,856.1
Other, net . . . . . . . . . . . . . . . . . . . 233.8 196.4
--------- ----------
12,034.0 10,424.1
BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries:
Death benefits . . . . . . . . . . . . . . . 582.9 737.4
Accident and health benefits . . . . . . . . 76.9 121.4
Annuity benefits . . . . . . . . . . . . . . 1,612.4 1,668.2
Surrender benefits and annuity fund
withdrawals. . . . . . . . . . . . . . . . . 6,712.4 6,293.1
Matured endowments . . . . . . . . . . . . . 20.7 21.0
--------- ----------
9,005.3 8,841.1
Additions to reserves to provide for future
payments to policyholders and beneficiaries . 1,106.7 (122.6)
Expenses of providing service to policyholders
and obtaining new insurance:
Field sales compensation and expenses . . . . 290.7 278.3
Home office and general expenses . . . . . . 529.0 493.0
Payroll, state premium and miscellaneous taxes . 52.0 49.9
--------- ----------
10,983.7 9,539.7
--------- ----------
GAIN FROM OPERATIONS BEFORE DIVIDENDS TO
POLICYHOLDERS, FEDERAL INCOME TAXES AND
NET REALIZED CAPITAL GAINS (LOSSES) . . . 1,050.3 884.4
Dividends to policyholders . . . . . . . . . . . . 446.0 398.2
Federal income tax (credit) expense--Note 1 . . . (2.8) 18.9
--------- ----------
448.8 417.1
--------- ----------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL GAINS (LOSSES) . . . . . . . . . 607.1 467.3
Net realized capital gains (losses)--Note 5 . . . 0.7 (89.8)
--------- ----------
NET INCOME . . . . . . . . . . . . . . . . 607.8 377.5
Other increases (decreases) in policyholders'
contingency reserves:
Net unrealized capital (losses) gains and other
adjustments--Note 5 . . . . . . . . . . . . . (214.5) 58.6
Valuation reserve changes--Note 1 . . . . . . . 0.0 1.4
Prior years' federal income taxes . . . . . . . (25.5) (35.6)
Other reserves and adjustments, net . . . . . . (136.9) (100.2)
--------- ----------
NET INCREASE IN POLICYHOLDERS' CONTINGENCY
RESERVES. . . . . . . . . . . . . . . . . 230.9 301.7
Policyholders' contingency reserves at beginning of
year. . . . . . . . . . . . . . . . . . . . . . . 3,157.8 2,856.1
--------- ----------
POLICYHOLDERS' CONTINGENCY RESERVES AT END OF YEAR $ 3,388.7 $ 3,157.8
========= ==========
</TABLE>

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 1997
----------- -------------
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Insurance premiums, annuity considerations and
deposits . . . . . . . . . . . . . . . . . . . $ 8,945.5 $ 7,518.8
Net investment income . . . . . . . . . . . . . 2,952.8 2,988.7
Benefits to policyholders and beneficiaries . . (9,190.4) (9,030.3)
Dividends paid to policyholders . . . . . . . . (396.6) (394.0)
Insurance expenses and taxes . . . . . . . . . . (874.4) (828.6)
Net transfers from separate accounts . . . . . . 131.1 832.7
Other, net . . . . . . . . . . . . . . . . . . . (181.7) (720.9)
---------- -----------
NET CASH PROVIDED FROM OPERATIONS . . . . . . 1,386.3 366.4
---------- -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Bond purchases . . . . . . . . . . . . . . . . . (12,403.6) (18,003.6)
Bond sales . . . . . . . . . . . . . . . . . . . 8,447.8 13,541.1
Bond maturities and scheduled redemptions . . . 2,537.7 2,927.6
Bond prepayments . . . . . . . . . . . . . . . . 1,202.7 1,096.3
Stock purchases . . . . . . . . . . . . . . . . (623.2) (1,125.7)
Proceeds from stock sales . . . . . . . . . . . 378.4 921.7
Real estate purchases . . . . . . . . . . . . . (147.6) (243.0)
Real estate sales . . . . . . . . . . . . . . . 630.5 444.5
Other invested assets purchases . . . . . . . . (185.3) (171.1)
Proceeds from the sale of other invested assets 120.5 109.3
Mortgage loans issued . . . . . . . . . . . . . (1,978.5) (1,165.8)
Mortgage loan repayments . . . . . . . . . . . . 1,575.6 1,176.9
Other, net . . . . . . . . . . . . . . . . . . . (38.6) (333.8)
---------- -----------
NET CASH USED IN INVESTING ACTIVITIES . . . . (483.6) (825.6)
---------- -----------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net decrease in short-term note payable . . . . (75.0) (16.4)
Repayment of REMIC notes payable . . . . . . . . (203.6) (216.3)
---------- -----------
NET CASH USED IN FINANCING ACTIVITIES . . . . (278.6) (232.7)
---------- -----------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
INVESTMENTS . . . . . . . . . . . . . . . . . . . 624.1 (691.9)
Cash and temporary cash investments at beginning of
year. . . . . . . . . . . . . . . . . . . . . . . 724.8 1,416.7
---------- -----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 1,348.9 $ 724.8
========== ===========
</TABLE>

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Mutual Life Insurance Company (the Company) provides a broad range
of financial services and insurance products. The Company's insurance operations
focus principally in three business units: 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 a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly-owned
subsidiary of WellPoint Health Networks Inc. The business sold includes the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all
indirect wholly-owned subsidiaries of the Company. 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 gain from
operations 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.

The Company has secured a $397.0 million letter of credit facility with a group
of banks. The banks have agreed to issue a letter of credit to the Company
pursuant to which the Company may draw up to $397.0 million for any claims not
satisfied by UNICARE under the coinsurance agreement after the Company has
incurred the first $113.0 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 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.

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

<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 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 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: During March 1998, the NAIC adopted the
codification of statutory accounting practices, which is effective in 2001.
Codification 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. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before codification becomes effective for the Company, the
Massachusetts Division of Insurance must adopt codification as the prescribed
basis of accounting on which domestic insurers must report their statutory-basis
results to the Division of Insurance. 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.

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.

<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:

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. Net premiums
related to equity collar positions are amortized into income on a
straight-line basis over the term of the collars. The collars are carried at
fair value, with changes in fair value reflected directly in policyholders'
contingency reserves.

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. During 1998, the Company made a
strategic decision to sell the majority of its commercial real estate
portfolio. Properties with a book value of $533.8 million were sold in 1998,
and an additional $1.1 billion of real estate is expected to be sold in 1999.
Net gains on the properties sold in 1998 amounted to $64.3 million. Those
properties to be sold subsequent to December 31, 1998 are carried at the lower
of depreciated cost at the date a determination to sell was made or fair
value. Accumulated depreciation amounted to $370.0 million and $470.5 million
at December 31, 1998 and 1997, respectively.

Real estate acquired in satisfaction of debt and real estate held for sale,
which are classified with investment properties, are carried at the lower of
cost or fair value.

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 historically
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. During 1998, in connection with
the Company's plans to dispose of certain real estate holdings, additional
contributions were recorded that resulted in the AVR exceeding the prescribed
maximum reserve level by $111.3 million. The Company received permission from
the Massachusetts Division of Insurance to record its AVR in excess of the
prescribed maximum reserve level. Changes to the AVR are charged or credited
directly to policyholders' contingency reserves.

<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, 1998, the IMR, net of 1998 amortization of $34.9 million, amounted to $261.6
million which is included in other policy obligations. The corresponding 1997
amounts were $25.2 million and $165.6 million, respectively.

Property and Equipment: Data processing equipment, which amounted to $31.4
million in 1998 and $30.0 million in 1997 and is included in other general
account assets, is reported at depreciated cost, with depreciation recorded on a
straight-line basis. Non-admitted 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 $20.1 million in 1998 and $21.8 million
in 1997.

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 14.

The methods and assumptions utilized by the Company in estimating its fair value
disclosures for financial instruments are as follows:

The carrying amounts reported in the statement of financial position for cash
and temporary cash investments approximate their fair values.

Fair values for public bonds are obtained from an independent pricing service.
Fair values for private placement securities and publicly traded bonds not
provided by the independent pricing service are estimated by the Company by
discounting expected future cash flows using current market rates applicable
to the yield, credit quality and maturity of the investments.

The fair values for common and preferred stocks, other than subsidiary
investments which are carried at equity values, are based on quoted market
prices.

The fair value for mortgage loans is estimated using discounted cash flow
analyses using interest rates adjusted to reflect the credit characteristics
of the underlying loans. Mortgage loans with similar 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
approximate their fair values.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap, cap and floor agreements, swaptions, and
currency swap agreements and equity collar agreements are based on current
settlement values. The current settlement values are based on brokerage quotes
that utilize pricing models or formulas using current assumptions.

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, 1998. The fair
value for commitments to purchase other invested assets 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 method. 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.

<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, 1998 December 31, 1997
-------------------- --------------------
Statement Fair Statement Fair
Value Value Value Value
--------- --------- --------- -----------
(In millions)
<S> <C> <C> <C> <C>
Guaranteed investment contracts $12,666.9 $12,599.7 $11,499.4 $11,516.8
Fixed-rate deferred and immediate
annuities . . . . . . . . . . . 4,375.0 4,412.2 4,289.1 4,290.4
Supplementary contracts without
life contingencies . . . . . . 42.7 44.7 40.9 42.1
--------- --------- --------- ----------
$17,084.6 $17,056.6 $15,829.4 $15,849.3
========= ========= ========= ==========
</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.

The Company made federal tax payments of $74.9 million in 1998 and $146.4
million in 1997.

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. 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. No additional refinements were made during 1998.

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.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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

Reclassification: Certain 1997 amounts have been reclassified to conform to the
1998 presentation.

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 1998 and 1997.

NOTE 3--BORROWED MONEY

At December 31, 1998, the Company had a $500 million syndicated line of credit.
There are 26 banks that 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, 1998,
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 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 5.06% and 5.72%, respectively, at December 31, 1998 and 1997. The class A1
notes were fully repaid on March 25, 1997 and the class A2 notes were fully
repaid on June 25, 1998. The outstanding balances of the notes totaled $42.6
million at December 31, 1997 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 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
were fully repaid on December 28, 1998. The outstanding balances of the notes
totaled $161.0 million at December 31, 1997 and are included in other general
account obligations.

At December 31, 1997, the Company had 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 $6.6 million and $21.2 million during 1998
and 1997, respectively.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

Investment income has been reduced by the following amounts:

<TABLE>
<CAPTION>
1998 1997
------ --------
(In millions)
<S> <C> <C>
Investment expenses . . . . . . . . . . . . . . . . . . . . $317.5 $339.6
Interest expense . . . . . . . . . . . . . . . . . . . . . . 44.3 57.9
Depreciation on real estate and other invested assets . . . 41.6 76.6
Real estate and other investment taxes . . . . . . . . . . . 60.1 61.5
------ -------
$463.5 $535.6
====== =======
</TABLE>

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

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

<TABLE>
<CAPTION>
1998 1997
-------- ---------
(In millions)
<S> <C> <C>
Net gains from asset sales and foreclosures . . . . . . . $ 303.3 $ 63.4
Capital gains tax . . . . . . . . . . . . . . . . . . . . (171.7) (84.1)
Net capital gains transferred to the IMR . . . . . . . . (130.9) (69.1)
------- -------
Net Realized Capital Gains (Losses) . . . . . . . . . . $ 0.7 $(89.8)
======= =======
</TABLE>

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

<TABLE>
<CAPTION>
1998 1997
-------- ----------
(In millions)
<S> <C> <C>
Net (losses) gains from changes in security values and
book value adjustments . . . . . . . . . . . . . . . . $ (90.6) $ 159.5
Increase in asset valuation reserve . . . . . . . . . . (123.9) (100.9)
------- -------
Net Unrealized Capital (Losses) Gains and Other
Adjustments. . . . . . . . . . . . . . . . . . . . . $(214.5) $ 58.6
======= =======
</TABLE>

<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
December 31, 1998 Value Gains Losses Fair Value
----------------- --------- ---------- ---------- ------------
(In millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S.
government corporations and
agencies . . . . . . . . . . $ 123.3 $ 5.9 $ 0.0 $ 129.2
Obligations of states and
political subdivisions . . . 86.4 9.9 0.0 96.3
Debt securities issued by
foreign governments . . . . 264.5 29.4 8.2 285.7
Corporate securities . . . . 18,155.4 1,567.7 294.4 19,428.7
Mortgage-backed securities . 4,723.4 181.2 5.2 4,899.4
--------- ---------- ------ ----------
Total bonds . . . . . . . . $23,353.0 $1,794.1 $307.8 $24,839.3
========= ========== ====== ==========
</TABLE>

<TABLE>
<CAPTION>
December 31, 1997
-----------------
<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>

The statement value and fair value of bonds at December 31, 1998, 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 . . . . . . . . . . . . . . . . $ 1,569.1 $ 1,622.2
Due after one year through five years . . . . . . . . . 5,597.3 5,922.5
Due after five years through ten years . . . . . . . . 5,335.6 5,666.5
Due after ten years . . . . . . . . . . . . . . . . . . 6,127.6 6,728.7
--------- ----------
18,629.6 19,939.9
Mortgage-backed securities . . . . . . . . . . . . . . 4,723.4 4,899.4
--------- ----------
$23,353.0 $24,839.3
========= ==========
</TABLE>

Gross gains of $126.4 million in 1998 and $61.5 million in 1997 and gross losses
of $62.3 million in 1998 and $86.6 million in 1997 were realized from the sale
of bonds.

At December 31, 1998, bonds with an admitted asset value of $18.9 million were
on deposit with state insurance departments to satisfy regulatory requirements.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

The cost of common stocks was $258.4 million and $148.0 million at December 31,
1998 and 1997, respectively. At December 31, 1998, gross unrealized appreciation
on common stocks totaled $64.9 million, and gross unrealized depreciation
totaled $54.0 million. The fair value of preferred stock totaled $832.4 million
at December 31, 1998 and $695.8 million at December 31, 1997.

The Company participates in a security lending program for the purpose of
enhancing income on securities held. At December 31, 1998 and 1997, $421.5
million and $217.0 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 $56.4 million, bonds with
amortized cost of $105.1 million and real estate with depreciated cost of $14.6
million were non-income producing for the twelve months ended December 31, 1998.

Restructured commercial mortgage loans aggregated $230.5 million and $314.3
million as of December 31, 1998 and 1997, 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
------------------------------
1998 1997
----------------------- -------
(In millions)
<S> <C> <C>
Expected . . . . . . . . . . . . . . . . . . $ 22.5 $33.8
Actual . . . . . . . . . . . . . . . . . . . 11.6 24.9
</TABLE>

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

At December 31, 1998, 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 . . . . . . $1,722.7 East North Central . $1,164.3
Hotels . . . . . . . . 283.2 East South Central . 137.1
Industrial . . . . . . 894.9 Middle Atlantic . . . 1,408.5
Office buildings . . . 2,094.0 Mountain . . . . . . 345.0
Retail . . . . . . . . 1,589.6 New England . . . . . 791.1
1-4 Family . . . . . . 6.4 Pacific . . . . . . . 1,848.7
Agricultural . . . . . 1,298.3 South Atlantic . . . 1,531.3
Other . . . . . . . . 334.6 West North Central . 287.5
West South Central . 602.2
Other . . . . . . . . 108.0
------------- -------------
$8,223.7 $8,223.7
============= =============
</TABLE>

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

At December 31, 1998, the fair values of the commercial and agricultural
mortgage loan portfolios were $7.3 billion and $1.3 billion, respectively. The
corresponding amounts as of December 31, 1997 were approximately $6.7 billion
and $1.5 billion, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.68%
and 6.82% for agricultural loans, 9.25% and 6.73% for other properties, and 7.5%
and 6.65% 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 1998 were
$784.0 million, $310.0 million, and $7.7 million, respectively. The
corresponding amounts in 1997 were $787.1 million, $386.6 million, and $7.5
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 1998 were $873.9 million,
$772.5 million and $712.2 million, respectively. The corresponding amounts in
1997 were $801.8 million, $767.9 million and $594.9 million, respectively.

Premiums, benefits, and reserves ceded related to the group accident and health
and related group life business sold in 1997, included in the amounts above,
were $458.2 million, $481.2 million, and $238.6 million, respectively, at
December 31, 1998. The corresponding amounts in 1997 were $487.4 million, $503.3
million, and $247.9 million, respectively.

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

<TABLE>
<CAPTION>
December 31
--------------
1998 1997
------ --------
(In millions)
<S> <C> <C>
Reinsurance recoverables . . . . . . . . . . . . . . $18.6 $12.5
Funds withheld from reinsurers . . . . . . . . . . . 49.5 35.1
</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 $251.1 million at December 31, 1998 and $236.3
million at December 31, 1997.

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 1998 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, the Company transferred $4.9 million and $22.0 million of
cash for tax, commission, and expense allowances to Variable Life, which
decreased the Company's net gain from operations by $22.2 million and $10.1
million in 1998 and 1997, respectively.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 7--REINSURANCE--CONTINUED

Variable Life also has a modified coinsurance agreement with the Company to
reinsure 50% of Variable Life's 1995 through 1998 issues of certain retail
annuity contracts (Independence Preferred and Declaration). In connection with
this agreement, the Company made a net cash payment of $12.7 million in 1998 and
received a net cash payment of $1.1 million in 1997 of cash for surrender
benefits, tax, reserve increase, commission, expense allowances and premium.
This agreement decreased the Company's net gain from operations by $8.4 million
and $9.8 million in 1998 and 1997, 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 1998 and 1997 for all policies that are not reinsured under any other
indemnity agreement. In connection with the agreement, the Company received $1.0
million and transferred $2.4 million of cash for mortality claims to Variable
Life, which increased by $0.5 million and decreased by $1.3 million the
Company's net gain from operations in 1998 and 1997, respectively.

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.

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, 1998 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--BENEFITS PLANS AND OTHER POSTRETIREMENT 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 $92.6 million in 1998 and
$89.7 million in 1997.

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.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

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 $10,000 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 $10,000. The Company
matches the first 3% of pretax contributions for marketing representatives and
the first 2% of pre-tax 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 expense for defined contribution plans was $8.1 million and $6.2 million in
1998 and 1997, respectively.

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

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 has 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 approximately zero. As of December 31, 1998, 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.

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

The changes in benefit obligation and plan assets are summarized as follows:

<TABLE>
<CAPTION>
Year ended December 31
-------------------------------------------
Pension Benefits Other Benefits
----------------------- -----------------
1998 1997 1998 1997
----------- ----------- -------- --------
(In millions)
<S> <C> <C> <C> <C> <C>
Change in benefit
obligation:
Benefit obligation at
beginning of year . . . $1,704.0 $1,582.3 $ 381.0 $ 400.5
Service cost . . . . . . 32.8 30.7 6.8 8.5
Interest cost . . . . . . 115.5 109.3 24.4 25.5
Actuarial loss/(gain) . . 55.5 77.5 (16.8) (22.2)
Benefits paid . . . . . . (99.4) (95.8) (28.5) (31.3)
Benefit obligation at end
of year . . . . . . . . 1,808.4 1,704.0 366.9 381.0

Change in plan assets:
Fair value of plan assets
at beginning of year . . 1,995.5 1,787.6 172.7 132.4
Actual return of plan
assets . . . . . . . . . 296.1 295.5 39.9 31.0
Employer contribution . . 10.0 8.2 2.6 9.3
Benefits paid . . . . . . (99.4) (95.8) 0.0 0.0
Fair value of plan assets
at end of year . . . . . 2,202.2 1,995.5 215.2 172.7

Funded status . . . . . . 393.8 291.5 (151.7) (208.3)
Unrecognized actuarial
loss . . . . . . . . . . (292.0) (219.6) (163.0) (127.1)
Unrecognized prior service
cost . . . . . . . . . . 23.1 29.6 17.8 19.7
Unrecognized net
transition (asset)
obligation . . . . . . . (23.9) (35.5) 294.3 315.2
--------- --------- ------- -------
Net amount recognized . . $ 101.0 $ 66.0 $ (2.6) $ (0.5)
========= ========= ======= =======
</TABLE>

The assumptions used in accounting for the benefit plans were as follows:

<TABLE>
<CAPTION>
Year ended December 31
----------------------------------------
Pension Benefits Other Benefits
----------------------- ---------------
1998 1997 1998 1997
----------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
Discount rate . . . . . . . 6.75% 7.00% 6.75% 7.00%
Expected return on plan
assets . . . . . . . . . . 8.50% 8.50% 8.50% 8.50%
Rate of compensation
increase . . . . . . . . . 4.56% 4.77% 4.00% 4.00%
</TABLE>

For measurement purposes, a 5.75 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1999. The rate was
assumed to decrease gradually to 5.00 percent in 2001 and remain at that level
thereafter.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

Net periodic benefit (credit) cost includes the following components:

<TABLE>
<CAPTION>
Year Ended December 31
-----------------------------------------
Pension Benefits Other Benefits
------------------------ ---------------
1998 1997 1998 1997
----------- ----------- ------- ---------
(in millions)
<S> <C> <C> <C> <C>
Service cost . . . . . . . . . . $ 32.7 $ 30.7 $ 6.8 $ 8.5
Interest cost . . . . . . . . . 115.5 109.3 24.4 25.5
Expected return on plan assets . (165.5) (147.9) (39.9) (31.0)
Amortization of transition
(asset) obligation . . . . . . (11.6) (11.7) 20.9 20.9
Amortization of prior service
cost. . . . . . . . . . . . . . 6.5 6.6 1.9 1.9
Recognized actuarial (gain) loss (2.6) (1.0) 19.0 15.0
-------- -------- ------ -------
Net periodic benefit (credit)
cost . . . . . . . . . . . . $ (25.0) $ (14.0) $ 33.1 $ 40.8
======== ======== ====== =======
</TABLE>

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
1-Percentage Point 1-Percentage Point
Increase Decrease
------------------ ------------------
(In millions)
<S> <C> <C> <C>
Effect on total of service and
interest costs . . . . . . . . $ 2.9 $ (2.5)
Effect on postretirement benefit
obligations. . . . . . . . . . 28.7 (25.9)
</TABLE>

NOTE 9--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 majority-owned affiliates amounted to $13.8
billion at December 31, 1998 and $12.4 billion at December 31, 1997; total
liabilities amounted to $12.5 billion at December 31, 1998 and $11.1 billion at
December 31, 1997; and total net income was $148.5 million in 1998 and $184.8
million in 1997.

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 (See Note 7). 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 13).

The Company received dividends of $62.2 million and $65.9 million in 1998 and
1997, respectively, from unconsolidated affiliates.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 10--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The notional amounts, carrying values and estimated fair values of the Company's
derivative instruments are as follows at December 31:

<TABLE>
<CAPTION>
Number of Contracts/ Assets (Liabilities)
Notional Amounts 1998 1997
--------------------- --------------------- ----------------
Carrying Fair Carrying Fair
1998 1997 Value Value Value Value
---------- ---------- ---------- ---------- -------- -------
($ In millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Futures contracts to
sell securities . . $ 11,286 $ 3,733 $(3.1) $ (3.1) $ (2.5) $ (2.5)
Futures contracts to
acquire securities . 1,464 1,359 (0.3) (0.3) 1.2 1.2
Interest rate swap
agreements . . . . . 7,684.0 7,254.7 -- (159.1) -- (58.3)
Interest rate cap
agreements . . . . . 115.0 115.0 0.4 0.4 0.6 0.6
Interest rate floor
agreements . . . . . 125.0 125.0 0.7 0.7 0.4 0.4
Interest rate swaption
agreements . . . . . 0.0 34.2 -- 0.0 -- 0.0
Currency rate swap
agreements . . . . . 2,881.5 221.5 -- 16.2 -- (9.7)
Equity collar
agreements . . . . . -- -- 28.6 28.6 (14.1) (14.1)
</TABLE>

Financial futures contracts are used principally 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 contracts or notional
amounts of the contracts represent the extent of the Company's involvement but
not the future cash requirements, as the Company intends to close the open
positions prior to settlement. The futures contracts expire in 1999.

The Company uses futures contracts, interest rate swap, cap and floor
agreements, swaptions, and currency rate swap agreements for other than trading
purposes to hedge and manage its exposure to changes in interest rate levels,
foreign exchange rate fluctuations and to manage duration mismatch of assets and
liabilities.

The Company invests in common stock that is subject to fluctuations from market
value changes in stock prices. The Company sometimes seeks to reduce its market
exposure to such holdings by entering into equity collar agreements. A collar
consists of a call that limits the Company's potential for gain from
appreciation in the stock price as well as a put that limits the Company's loss
potential from a decline in the stock price.

The interest rate swap agreements expire in 1999 to 2028. The interest rate cap
and floor agreements expire in 2000 to 2007. Interest rate swaption agreements
expire in 2025. The currency rate swap agreements expire in 1999 to 2018. The
equity collar agreements expire in 2003.

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency swap 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 be immaterial. Futures contracts trade on
organized exchanges and, therefore, have minimal credit risk.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 11--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 $26.2 million in 1998 and $27.4 million in 1997.
Future minimum rental commitments under noncancellable operating leases for
office space and furniture and equipment are as follows:

<TABLE>
<CAPTION>
December 31, 1998
-------------------
(In millions)
<S> <C>
1999. . . . . . . . . . . . . . . . . . . . . . . . . . . $19.0
2000. . . . . . . . . . . . . . . . . . . . . . . . . . . 16.5
2001. . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5
2002. . . . . . . . . . . . . . . . . . . . . . . . . . . 10.0
2003. . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9
Thereafter. . . . . . . . . . . . . . . . . . . . . . . . 7.5
-----
Total minimum payments . . . . . . . . . . . . . . . . . $72.4
=====
</TABLE>

NOTE 12--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, 1998 Percent
----------------- ---------
(In millions)
<S> <C> <C>
Subject to discretionary withdrawal (with
adjustment):
With market value adjustment . . . . . . . . $ 792.0 2.0%
At book value less surrender charge . . . . . 2,773.8 7.1
--------- -----
Total with adjustment . . . . . . . . . . 3,565.8 9.1
Subject to discretionary withdrawal (without
adjustment) at book value . . . . . . . . . 3,782.8 9.8
Subject to discretionary withdrawal--separate
accounts . . . . . . . . . . . . . . . . . . 14,809.7 38.1
Not subject to discretionary withdrawal:
General account . . . . . . . . . . . . . . . 15,375.2 39.6
Separate accounts . . . . . . . . . . . . . . 1,301.5 3.4
--------- -----
Total annuity reserves, deposit fund liabilities
and separate accounts--before reinsurance . . . 38,835.0 100.0%
=====
Less reinsurance ceded . . . . . . . . . . . . . (0.1)
---------
Net annuity reserves, deposit fund liabilities
and separate accounts . . . . . . . . . . . . . $38,834.9
=========
</TABLE>

Any liquidation costs associated with the $14.8 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds, preferred and
common stocks, and other invested assets and issue real estate mortgages
totaling $329.1 million, $72.0 million, $214.1 million and $471.4 million,
respectively, at December 31, 1998. 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 $1.1 billion at December 31, 1998. The majority
of these commitments expire in 1999.

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 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, 1998, the aggregate
outstanding principal balance of all the remaining pools of loans from 1991,
1993, and 1996 was $602.8 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
1998 and 1997 amounted to $4.6 million and $4.1 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, 1998, the
aggregate outstanding principal balance of the pools of loans was $445.8
million. There were no mortgage loans buy-backs in 1998 and 1997.

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, 1998 were $411.7 million for short-term borrowings
and $173.4 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, 1998. 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.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--COMMITMENTS AND CONTINGENCIES--CONTINUED

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 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 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
December 31
---------------------------------------------
1998 1997
--------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
(In millions)
<S> <C> <C> <C> <C> <C>
Assets
Bonds--Note 6 . . . $23,353.0 $24,839.3 $22,986.0 $24,524.8
Preferred
stocks--Note 6 . . 844.7 832.4 640.6 695.8
Common stocks--Note 6 269.3 269.3 256.9 256.9
Mortgage loans on
real estate--Note 6 8,223.7 8,619.7 7,851.2 8,215.9
Policy loans--Note 1 1,573.8 1,573.8 1,577.3 1,577.3
Cash and cash
equivalents--Note 1 1,348.9 1,348.9 724.8 724.8
Liabilities
Guaranteed investment
contracts--Note 1 . 12,666.9 12,599.7 11,499.4 11,516.8
Fixed rate deferred
and immediate
annuities--Note 1 . 4,375.0 4,412.2 4,289.1 4,290.4
Supplementary
contracts without
life contingencies--
Note 1 . . . . . . 42.7 44.7 40.9 42.1
Derivatives assets
(liabilities) relating
to:--Note 10
Futures contracts . . . (3.4) (3.4) (1.3) (1.3)
Interest rate swaps . . -- (159.1) -- (58.3)
Currency rate swaps . . -- 16.2 -- (9.7)
Interest rate caps . . 0.4 0.4 0.6 0.6
Interest rate floors . 0.7 0.7 0.4 0.4
Equity collar agreements 28.6 28.6 (14.1) (14.1)
Commitments--Note 13 . -- 1,114.2 -- 1,332.3
</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.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)

The Company is executing its plan to address the impact of the Year 2000 issues
that result from computer programs being written using two digits to reflect the
year rather than four to define the applicable year and century. historically,
the first two digits were hardcoded to save memory.

Many of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in an information technology (IT) system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. In addition, non-IT systems including, but not limited to,
security alarms, elevators and telephones are subject to malfunction due to
their dependence on embedded technology such as microcontrollers for proper
operation. As described, the Year 2000 project presents a number of challenges
for financial institutions since the correction of Year 2000 issues in IT and
non-IT systems will be complex and costly for the entire industry.

The Company began to address the Year 2000 project as early as 1994. The
Company's plan to address the Year 2000 Project includes an awareness campaign,
an assessment period, a renovation stage, validation work and an implementation
of Company solutions.

The continuous awareness campaign serves several purposes: defining the problem,
gaining executive level support and sponsorship, establishing a team and overall
strategy, and assessing existing information system management resources.
Additionally, the awareness campaign establishes an education process to ensure
that all employees are aware of the Year 2000 issue and knowledgeable of their
role in securing solutions.

The assessment phase, which was completed for both IT and non-IT systems as of
April 1998, included the identification, inventory, analysis, and prioritization
of IT and non-IT systems and processes to determine their conversion or
replacement.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. As of December 31, 1998, the renovation phase was substantially
complete for computer applications, systems and desktops. For all remaining
components, the renovation phase is underway and will be complete before the end
of the second quarter of 1999.

The validation phase consists of the compliance testing of renovated systems.
The validation phase is expected to be complete by mid 1999, after renovation is
accomplished. Testing facilities will be used through the remainder of 1999 to
perform special functional testing. Special functional testing includes testing,
as required, with material third parties and industry groups and performing
reviews of "dry runs" of year-end activities. Scheduled testing of material
relationships with third parties is underway. It is anticipated that testing
with material business partners will continue through much of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. Implementation is being performed concurrently during
the renovation phase and is expected to be completed before the end of the
second quarter of 1999.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

The costs of the Year 2000 project consist of internal IT personnel and external
costs such as consultants, programmers, replacement software, and hardware. The
costs of the Year 2000 project are expensed as incurred. The project is funded
partially through a reallocation of resources from discretionary projects.
Through December 31, 1998, The Company has incurred and expensed approximately
$9.8 million in related payroll costs for its internal IT personnel on the
project. The estimated range of remaining internal IT personnel costs of the
project is approximately $8 to $9 million. Through December 31, 1998, the
Company has incurred and expensed approximately $36.4 million in external costs
for the project. The estimated range of remaining external costs of the project
is approximately $35 to $36 million. The total costs of the Year 2000 project to
the Company, based on management's best estimates, include approximately $18
million in internal IT personnel, $7.4 million in the external modification of
software, $34.2 million for external solution providers, $19.4 million in
replacement costs of non-compliant IT systems and $12.6 million in oversight,
test facilities and other expenses. Accordingly, the estimated range of total
costs of the Year 2000 project internal and external, is approximately $90 to
$95 million. However, there can be no guarantee that these estimates will be
achieved and actual results could materially differ from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties.

The Company's total Year 2000 project costs include the estimated impact of
external solution providers and are based on presently available information.
However, there is no guarantee that the systems of other companies that the
Company's systems rely on will be timely converted, or that a failure to convert
by another company, or a conversion that is incompatible with the Company's
systems, would not have material adverse effect on the Company. It is documented
in trade publications that companies in foreign countries are not acting as
intensively as domestic companies to remediate Year 2000 issues. Accordingly, it
is expected that Company facilities based outside the United States face higher
degrees of risks from data exchanges with material business partners. In
addition, the Company has thousands of individual and business customers that
hold insurance policies, annuities and other financial products of the company.
Nearly all products sold by the Company contain date sensitive data, examples of
which are policy expiration dates, birth dates and premium payment dates.
Finally, the regulated nature of the Company's industry exposes it to potential
supervisory or enforcement actions relating to Year 2000 issues.

The Company's contingency planning initiative related to the Year 2000 project
is underway. The plan is addressing the Company's readiness as well as that of
material business partners on whom the Company depends. The Company's
contingency plans are being designed to keep each subsidiary's operations
functioning in the event of a failure or delay due to the Year 2000 record
format and date calculation changes. Contingency plans are being constructed
based on the foundation of extensive business resumption plans that the Company
has maintained and updated periodically, which outline responses to situations
that may affect critical business functions. These plans also provide emergency
operations guidance, which defines a documented order of actions to respond to
problems. These extensive business resumption plans are being enhanced to cover
Year 2000 situations.

<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 Equity Index
(formerly, International Equities), Small Cap Growth, International Balanced,
Mid Cap Growth, Large Cap Value, Money Market, Mid Cap Value, Diversified Mid
Cap Growth (formerly, Special Opportunities), Real Estate Equity, Growth &
Income, Managed, Short-Term Bond (formerly, Short-Term U.S. Government), Small
Cap Value, International Opportunities, Equity Index, Strategic Bond, Turner
Core Growth, Brandes International Equity (formerly, Edinburgh International
Equity) Frontier Capital Appreciation, Emerging Markets Equity, Global Equity,
Bond Index, Small/Mid Cap CORE and High-Yield Bond Subaccounts) as of December
31, 1998, 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.

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, 1998, 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 10, 1999

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1998

<TABLE>
<CAPTION>
LARGE CAP SOVEREIGN INTERNATIONAL SMALL CAP INTERNATIONAL MID CAP LARGE CAP
GROWTH BOND EQUITY INDEX 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 $29,089,283 $67,185,725 $4,843,434 $1,802,291 $ 210,332 $ 1,473,582 $3,774,075
Investments in shares of
portfolios of M Fund Inc., at
value. . . . . . . . . . . . . . -- -- -- -- -- -- --
Policy loans and accrued interest
receivable . . . . . . . . . . . 1,968,975 9,925,170 263,940 -- -- -- --
Receivable from:
John Hancock Variable Series
Trust I . . . . . . . . . . . . 21,267 7,561 763 2,331 1,855 2,479 8,037
M Fund Inc. . . . . . . . . . . -- -- -- -- -- -- --
----------- ----------- ---------- ---------- -------------- ------------ ----------
Total assets . . . . . . . . . . 31,079,525 77,118,456 5,108,137 1,804,622 212,187 1,476,061 3,782,112
LIABILITIES
Payable to John Hancock Mutual
Life Insurance Company . . . . . 20,777 6,369 683 2,302 1,852 2,456 7,975
Asset charges payable . . . . . . 490 1,192 80 29 3 23 62
----------- ----------- ---------- ---------- -------------- ------------ ----------
Total liabilities . . . . . . . . 21,267 7,561 763 2,331 1,855 2,479 8,037
----------- ----------- ---------- ---------- -------------- ------------ ----------
Net assets . . . . . . . . . . . $31,058,258 $77,110,895 $5,107,374 $1,802,291 $ 210,332 $ 1,473,582 $3,774,075
=========== =========== ========== ========== ============== ============ ==========
</TABLE>

<TABLE>
<CAPTION>
DIVERSIFIED
MONEY MID CAP MID CAP REAL ESTATE GROWTH &
MARKET VALUE GROWTH EQUITY INCOME MANAGED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in shares of portfolios of
John Hancock Variable Series Trust I,
at value . . . . . . . . . . . . . . $47,242,706 $6,049,829 $4,916,238 $5,305,959 $267,925,840 $ 98,661,041
Investments in shares of portfolios of
M Fund Inc., at value . . . . . . . . -- -- -- -- -- --
Policy loans and accrued interest
receivable. . . . . . . . . . . . . . 2,027,110 -- -- 225,050 29,167,555 12,154,307
Receivable from:
John Hancock Variable Series
Trust I . . . . . . . . . . . . . . 2,757,264 2,873 1,517 3,585 96,540 63,052
M Fund Inc. . . . . . . . . . . . . . -- -- -- -- -- --
----------- ---------- ---------- ---------- ------------ ------------
Total assets . . . . . . . . . . . . . 52,027,080 6,052,702 4,917,755 5,534,594 297,189,935 110,878,400
LIABILITIES
Payable to John Hancock Mutual Life
Insurance Company . . . . . . . . . . 2,757,795 2,775 1,439 3,498 91,946 62,013
Asset charges payable . . . . . . . . 754 98 78 88 4,593 1,724
----------- ---------- ---------- ---------- ------------ ------------
Total liabilities . . . . . . . . . . 2,758,549 2,873 1,517 3,586 96,539 63,737
----------- ---------- ---------- ---------- ------------ ------------
Net assets . . . . . . . . . . . . . . $49,268,531 $6,049,829 $4,916,238 $5,531,008 $297,093,396 $110,814,663
=========== ========== ========== ========== ============ ============
<CAPTION>

SHORT-TERM
BOND
SUBACCOUNT
------------
<S> <C>
ASSETS
Investments in shares of portfolios of $496,489
John Hancock Variable Series Trust I,
at value . . . . . . . . . . . . . .
Investments in shares of portfolios of --
M Fund Inc., at value . . . . . . . .
Policy loans and accrued interest --
receivable. . . . . . . . . . . . . .
Receivable from:
John Hancock Variable Series 76
Trust I . . . . . . . . . . . . . .
M Fund Inc. . . . . . . . . . . . . . --
--------
Total assets . . . . . . . . . . . . . 496,565
LIABILITIES
Payable to John Hancock Mutual Life 68
Insurance Company . . . . . . . . . .
Asset charges payable . . . . . . . . 8
--------
Total liabilities . . . . . . . . . . 76
--------
Net assets . . . . . . . . . . . . . . $496,489
========
</TABLE>

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1998

<TABLE>
<CAPTION>
TURNER BRANDES
SMALL CAP INTERNATIONAL EQUITY STRATEGIC CORE INTERNATIONAL
VALUE OPPORTUNITIES INDEX BOND GROWTH EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value. . . . . . . . $2,550,502 $4,181,723 $7,247,833 $470,424 $ -- $ --
Investments in shares
of portfolios of M
Fund Inc.,
at value . . . . . . -- -- -- -- 125,007 255,755
Policy loans and
accrued interest
receivable . . . . . -- -- -- -- -- --
Receivable from:
John Hancock Variable
Series Trust I . . 4,417 2,936 13,979 4,071 2 4
M Fund Inc. . . . . -- -- -- -- -- --
---------- ---------- ---------- -------- -------- --------
Total assets . . . . 2,554,919 4,184,659 7,261,812 474,495 125,009 255,759
LIABILITIES
Payable to John
Hancock Mutual Life
Insurance
Company . . . . . . 4,376 2,867 13,860 4,063 -- --
Asset charges payable 41 68 119 8 2 4
---------- ---------- ---------- -------- -------- --------
Total liabilities . . 4,417 2,935 13,979 4,071 2 4
---------- ---------- ---------- -------- -------- --------
Net assets . . . . . $2,550,502 $4,181,724 $7,247,833 $470,424 $125,007 $255,755
========== ========== ========== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
FRONTIER EMERGING SMALL/
CAPITAL MARKETS GLOBAL BOND MID CAP HIGH YIELD
APPRECIATION EQUITY EQUITY INDEX CORE BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------ ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value. . . . . . . . $ -- $729 $16,495 $14,549 $32,699 $5,453
Investments in shares
of portfolios of M
Fund Inc.,
at value . . . . . . 2,533,128 -- -- -- -- --
Policy loans and
accrued interest
receivable . . . . . -- -- -- -- -- --
Receivable from:
John Hancock Variable
Series Trust I . . 41 -- -- -- 1 --
M Fund Inc. . . . . -- -- -- -- -- --
---------- ---- ------- ------- ------- ------
Total assets . . . . 2,533,169 729 16,495 14,549 32,700 5,453
LIABILITIES
Payable to John
Hancock Mutual Life
Insurance
Company . . . . . . -- -- -- -- -- --
Asset charges payable 41 -- -- -- 1 --
---------- ---- ------- ------- ------- ------
Total liabilities . . 41 0 0 0 1 0
---------- ---- ------- ------- ------- ------
Net assets . . . . . $2,533,128 $729 $16,495 $14,549 $32,699 $5,453
========== ==== ======= ======= ======= ======
</TABLE>

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
LARGE CAP GROWTH SOVEREIGN BOND
SUBACCOUNT SUBACCOUNT
---------------------------------- -------------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- ---------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $2,836,032 $1,686,429 $1,905,476 $5,266,576 $4,454,173 $ 3,765,421
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . 128,186 103,747 83,974 727,807 696,074 678,580
---------- ---------- ---------- ---------- ---------- -----------
Total investment
income . . . . . . . 2,964,218 1,790,176 1,989,450 5,994,383 5,150,247 4,444,001
Expenses:
Mortality and expense
risks . . . . . . . 143,859 99,710 69,829 415,570 370,612 325,346
---------- ---------- ---------- ---------- ---------- -----------
Net investment income 2,820,359 1,690,466 1,919,621 5,578,813 4,779,635 4,118,655
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 433,509 292,430 145,304 (142,628) (230,607) (169,158)
Net unrealized
appreciation
(depreciation)
during the period . 4,558,660 2,142,494 3,756 (102,600) 1,277,686 (1,418,707)
---------- ---------- ---------- ---------- ---------- -----------
Net realized and
unrealized gain
(loss) on investments 4,992,169 2,434,924 149,060 (245,228) 1,047,079 (1,587,865)
---------- ---------- ---------- ---------- ---------- -----------
Net increase in net
assets resulting from
operations . . . . . $7,812,528 $4,125,390 $2,068,681 $5,333,585 $5,826,714 $ 2,530,790
========== ========== ========== ========== ========== ===========
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY SMALL CAP GROWTH
SUBACCOUNT SUBACCOUNT
------------------------------ ----------------------------
1998 1997 1996 1998 1997 1996*
-------- ---------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $743,339 $ 195,240 $ 42,110 $ -- $ 436 $ 160
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . 17,802 15,746 13,158 -- -- --
-------- --------- -------- -------- ------- -------
Total investment
income . . . . . . . 761,141 210,986 55,268 -- 436 160
Expenses:
Mortality and expense
risks . . . . . . . 26,542 24,261 19,834 8,233 4,231 538
-------- --------- -------- -------- ------- -------
Net investment income
(loss) . . . . . . . 734,599 186,725 35,434 (8,233) (3,795) (378)
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 52,891 50,829 25,854 21,741 6,475 (690)
Net unrealized
appreciation
(depreciation)
during the period . 13,239 (463,778) 217,574 204,674 92,108 (5,174)
-------- --------- -------- -------- ------- -------
Net realized and
unrealized gain
(loss) on investments 66,130 (412,949) 243,428 226,415 98,583 (5,864)
-------- --------- -------- -------- ------- -------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $800,729 $(226,224) $278,862 $218,182 $94,788 $(6,242)
======== ========= ======== ======== ======= =======
</TABLE>

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

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
INTERNATIONAL BALANCED MID CAP GROWTH
SUBACCOUNT SUBACCOUNT
--------------------------- -------------------------------------
1998 1997 1996* 1998 1997 1996*
-------- --------- ------ ------------ --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 12,240 $ 3,972 $ 734 $ 130,303 $ -- $ 411
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . -- -- -- -- -- --
-------- -------- ------ ------------ -------- ------------
Total investment
income . . . . . . . 12,240 3,972 734 130,303 -- 411
Expenses:
Mortality and expense
risks . . . . . . . 826 392 81 5,242 2,164 292
-------- -------- ------ ------------ -------- ------------
Net investment income
(loss) . . . . . . . 11,414 3,580 653 125,061 (2,164) 199
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 1,050 429 9 26,192 5,866 (17)
Net unrealized
appreciation
(depreciation)
during the period . 12,294 (4,312) 899 193,946 66,874 1,684
-------- -------- ------ ------------ -------- ------------
Net realized and
unrealized gain
(loss) on investments 13,344 (3,883) 908 220,138 72,740 1,667
-------- -------- ------ ------------ -------- ------------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $ 24,758 $ (303) $1,561 $ 345,199 $ 70,576 $ 1,786
======== ======== ====== ============ ======== ============
</TABLE>

<TABLE>
<CAPTION>
LARGE CAP VALUE MONEY MARKET
SUBACCOUNT SUBACCOUNT
-------------------------- --------------------------------
1998 1997 1996* 1998 1997 1996
-------- -------- ------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $185,232 $ 57,265 $2,056 $2,249,510 $641,356 $1,073,915
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . -- -- -- 154,162 148,802 160,206
-------- -------- ------ ---------- -------- ----------
Total investment
income . . . . . . . 185,232 57,265 2,056 2,403,672 790,158 1,234,121
Expenses:
Mortality and expense
risks . . . . . . . 15,356 3,303 218 263,735 81,437 134,461
-------- -------- ------ ---------- -------- ----------
Net investment income 169,876 53,962 1,838 2,139,937 708,721 1,099,660
Net realized and
unrealized gain on
investments:
Net realized gain . 68,953 17,858 588 -- -- --
Net unrealized
appreciation during
the period . . . . 64,132 80,036 4,787 -- -- --
-------- -------- ------ ---------- -------- ----------
Net realized and
unrealized gain on
investments. . . . . 133,085 97,894 5,375 -- -- --
-------- -------- ------ ---------- -------- ----------
Net increase in net
assets resulting from
operations . . . . . $302,961 $151,856 $7,213 $2,139,937 $708,721 $1,099,660
======== ======== ====== ========== ======== ==========
</TABLE>

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

See accompanying notes.

<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 VALUE DIVERSIFIED MID CAP
SUBACCOUNT GROWTH
---------------------------------- --------------------------------------------
1998 1997 1996* 1998 1997 1996
-------------- -------- -------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series Trust I . . . . $ 53,920 $150,951 $ 5,010 $ 93,281 $ 407,765 $ 114,600
M Fund Inc. . . . . . . . . . . . . . . . . -- -- -- -- -- --
Interest income on policy loans . . . . . . . -- -- -- -- -- --
------------- -------- -------- ------------- ------------- -------------
Total investment income . . . . . . . . . . . 53,920 150,951 5,010 93,281 407,765 114,600
Expenses:
Mortality and expense risks . . . . . . . . . 34,857 7,632 572 26,942 22,030 10,841
------------- -------- -------- ------------- ------------- -------------
Net investment income . . . . . . . . . . . . 19,063 143,319 4,438 66,339 385,735 103,759
Net realized and unrealized gain (loss) on
investments:
Net realized gain . . . . . . . . . . . . . . 74,634 10,646 8,413 33,249 276,956 81,916
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . (944,401) 145,409 14,211 126,465 (477,912) 264,010
------------- -------- -------- ------------- ------------- -------------
Net realized and unrealized gain (loss) on
investments . . . . . . . . . . . . . . . . . (869,767) 156,055 22,624 159,714 (200,956) 345,926
------------- -------- -------- ------------- ------------- -------------
Net increase (decrease) in net assets resulting
from
operations . . . . . . . . . . . . . . . . . $ (850,704) $299,374 $ 27,062 $ 226,053 $ 184,779 $ 449,685
============= ======== ======== ============= ============= =============
</TABLE>

<TABLE>
<CAPTION>
REAL ESTATE EQUITY GROWTH & INCOME
SUBACCOUNT SUBACCOUNT
-------------------------------- -------------------------------------
1998 1997 1996 1998 1997 1996
------------ -------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 343,976 $330,296 $177,243 $26,306,209 $25,377,474 $18,406,284
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . 17,260 15,261 13,041 1,996,131 1,728,054 1,562,266
----------- -------- -------- ----------- ----------- -----------
Total investment
income . . . . . . . 361,236 345,557 190,284 28,302,340 27,105,528 19,968,550
Expenses:
Mortality and expense
risks . . . . . . . 33,890 25,420 16,931 1,466,469 1,136,268 842,055
----------- -------- -------- ----------- ----------- -----------
Net investment income 327,346 320,137 173,353 26,835,871 25,969,260 19,126,495
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain . 158,205 181,015 39,891 3,223,935 1,982,518 820,430
Net unrealized
appreciation
(depreciation)
during the period . (1,546,717) 165,392 637,301 32,918,552 18,247,212 4,555,481
----------- -------- -------- ----------- ----------- -----------
Net realized and
unrealized gain
(loss) on investments (1,388,512) 346,407 677,192 36,142,487 20,229,730 5,375,911
----------- -------- -------- ----------- ----------- -----------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $(1,061,166) $666,544 $850,545 $62,978,358 $46,198,990 $24,502,406
=========== ======== ======== =========== =========== ===========
</TABLE>

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

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
MANAGED SHORT-TERM BOND
SUBACCOUNT SUBACCOUNT
------------------------------------- --------------------------------
1998 1997 1996 1998 1997 1996
----------- ----------- ------------ --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 9,347,788 $ 7,891,222 $ 8,705,892 $ 27,350 $1,036,747 $201,830
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . 854,487 768,231 705,413 -- -- --
----------- ----------- ----------- -------- ---------- --------
Total investment
income . . . . . . . 10,202,275 8,659,453 9,411,305 27,350 1,036,747 201,830
Expenses:
Mortality and expense
risks . . . . . . . 577,276 497,030 426,946 2,680 121,572 15,305
----------- ----------- ----------- -------- ---------- --------
Net investment income 9,624,999 8,162,423 8,984,359 24,670 915,175 186,525
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 791,245 437,661 230,806 265 (27,616) 577
Net unrealized
appreciation
(depreciation)
during the
period . . . . . . 6,629,458 4,941,061 (2,103,918) (4,247) 226,435 225,129
----------- ----------- ----------- -------- ---------- --------
Net realized and
unrealized gain
(loss) on investments 7,420,703 5,378,722 (1,873,112) (3,982) 198,819 225,706
----------- ----------- ----------- -------- ---------- --------
Net increase in net
assets resulting from
operations . . . . . $17,045,702 $13,541,145 $ 7,111,247 $ 20,688 $1,113,994 $412,231
=========== =========== =========== ======== ========== ========
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP VALUE INTERNATIONAL OPPORTUNITIES
SUBACCOUNT SUBACCOUNT
----------------------------- -----------------------------
1998 1997 1996* 1998 1997 1996*
---------- --------- ------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 12,675 $ 95,844 $1,653 $ 33,443 $ 5,284 $ 482
M Fund Inc. . . . . -- -- -- -- -- --
Interest income on
policy loans . . . -- -- -- -- -- --
--------- -------- ------ -------- -------- ------
Total investment
income . . . . . . . 12,675 95,844 1,653 33,443 5,284 482
Expenses:
Mortality and expense
risks . . . . . . . 11,853 3,270 128 21,581 1,697 295
--------- -------- ------ -------- -------- ------
Net investment income 822 92,574 1,525 11,862 3,587 187
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain . 29,257 19,812 11 33,474 3,191 57
Net unrealized
appreciation
(depreciation)
during the
period . . . . . . (105,331) (12,804) 2,702 272,314 (12,223) 7,271
--------- -------- ------ -------- -------- ------
Net realized and
unrealized gain
(loss) on investments (76,074) 7,008 2,713 305,788 (9,032) 7,328
--------- -------- ------ -------- -------- ------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $ (75,252) $ 99,582 $4,238 $317,650 $ (5,445) $7,515
========= ======== ====== ======== ======== ======
</TABLE>

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

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
EQUITY INDEX STRATEGIC BOND
SUBACCOUNT SUBACCOUNT
----------------------------- ------------------------
1998 1997 1996* 1998 1997 1996*
---------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . $ 185,267 $ 54,601 $ 4,958 $19,628 $ 9,400 $ 539
M Fund Inc. . . . . -- -- -- -- --
Interest income on
policy loans . . . -- -- -- -- -- --
---------- -------- ------- ------- ------- ------
Total investment
income . . . . . . . 185,267 54,601 4,958 19,628 9,400 539
Expenses:
Mortality and expense
risks . . . . . . . 27,141 5,346 287 1,979 658 30
---------- -------- ------- ------- ------- ------
Net investment income 158,126 49,255 4,671 17,649 8,742 509
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 443,879 14,525 620 3,991 348 36
Net unrealized
appreciation
(depreciation)
during the period . 585,673 146,714 6,278 4,308 1,260 8
---------- -------- ------- ------- ------- ------
Net realized and
unrealized gain
(loss) on investments 1,029,552 161,239 6,898 8,299 1,608 44
---------- -------- ------- ------- ------- ------
Net increase
(decrease) in net
assets resulting from
operations . . . . . $1,187,678 $210,494 $11,569 $25,948 $10,350 $ 553
========== ======== ======= ======= ======= ======
</TABLE>

<TABLE>
<CAPTION>
TURNER CORE GROWTH BRANDES INTERNATIONAL EQUITY
SUBACCOUNT SUBACCOUNT
------------------------ -----------------------------
1998 1997 1996* 1998 1997 1996*
------- ------- ------ -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions
received from:
John Hancock
Variable Series
Trust I . . . . . . $ -- $ -- $ -- $ -- $ -- $ --
M Fund Inc. . . . . 2,231 6,373 958 14,444 1,796 510
Interest income on
policy loans . . . . -- -- -- -- -- --
------- ------- ------ ------- ------- -------
Total investment
income. . . . . . . 2,231 6,373 958 14,444 1,796 510
Expenses:
Mortality and expense
risks. . . . . . . 565 301 83 1,158 684 173
------- ------- ------ ------- ------- -------
Net investment income 1,666 6,072 875 13,286 1,112 337
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss). . . . . . . 2,780 839 48 600 888 (91)
Net unrealized
appreciation
(depreciation)
during the period . 22,686 6,487 784 8,581 (1,473) (1,056)
------- ------- ------ ------- ------- -------
Net realized and
unrealized gain
(loss) on investments 25,466 7,326 832 9,181 (585) (1,147)
------- ------- ------ ------- ------- -------
Net increase
(decrease) in net
assets resulting from
operations. . . . . $27,132 $13,398 $1,707 $22,467 $ 527 $ (810)
======= ======= ====== ======= ======= =======
</TABLE>

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

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
EMERGING SMALL/ HIGH
MARKETS GLOBAL BOND MID CAP YIELD
FRONTIER CAPITAL APPRECIATION EQUITY EQUITY INDEX CORE BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------------------------ ---------- ---------- ---------- ---------- ------------
1998 1997 1996* 1998** 1998** 1998** 1998** 1998**
---------- --------- --------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Distributions received from:
John Hancock Variable Series
Trust I . . . . . . . . . . . . $ -- $ -- $ -- $ 1 $ 117 $ 296 $ -- $ 50
M Fund Inc. . . . . . . . . . . 12,832 6,463 -- -- -- -- -- --
Interest income on policy loans . -- -- -- -- -- -- -- --
------- ------- ------ ---- ----- ----- ------- -----
Total investment income . . . . . 12,832 6,463 -- 1 117 296 -- 50
Expenses:
Mortality and expense risks . . . 13,446 1,409 477 0 60 11 48 2
------- ------- ------ ---- ----- ----- ------- -----
Net investment income . . . . . . (614) 5,054 (477) 1 57 285 (48) 48
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss) . . . . 23,061 8,970 6,683 (1) (16) (26) (1,957) (108)
Net unrealized appreciation
(depreciation) during the period (840) 32,469 1,317 (48) (303) (147) 1,888 (19)
------- ------- ------ ---- ----- ----- ------- -----
Net realized and unrealized gain
(loss) on investments . . . . . . 22,221 41,439 8,000 (48) (319) (173) (69) (127)
------- ------- ------ ---- ----- ----- ------- -----
Net increase (decrease) in net
assets resulting from operations $21,607 $46,493 $7,523 $(48) $(262) $ 112 $ (117) $ (79)
======= ======= ====== ==== ===== ===== ======= =====
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
LARGE CAP GROWTH SOVEREIGN BOND
SUBACCOUNT SUBACCOUNT
-------------------------------------- ---------------------------------------
1998 1997 1996 1998 1997 1996
----------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . . . $ 2,820,359 $ 1,690,466 $ 1,919,621 $ 5,578,813 $ 4,779,635 $ 4,118,655
Net realized gain (loss) . . . . . . . . . . 433,509 292,430 145,304 (142,628) (230,607) (169,158)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . . . 4,558,660 2,142,494 3,756 (102,600) 1,277,686 (1,418,707)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations . . . . . . . . . 7,812,528 4,125,390 2,068,681 5,333,585 5,826,714 2,530,790
From policyholder transactions:
Net premiums from policyholders . . . . . . -- 5,387,401 4,588,842 -- 10,001,325 12,282,665
Net benefits to policyholders . . . . . . . -- (3,728,476) (3,100,493) -- (8,526,521) (8,373,358)
Net increase in policy loans . . . . . . . . -- 326,883 174,445 -- 474,983 344,564
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . . 3,053,614 1,985,808 1,662,794 2,064,425 1,949,787 4,253,871
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net assets . . . . . . . . . 10,866,142 6,111,198 3,731,475 7,398,010 7,776,501 6,784,661
Net assets at beginning of period . . . . . . 20,192,116 14,080,918 10,349,443 69,712,885 61,936,384 55,151,723
----------- ----------- ----------- ----------- ----------- -----------
Net assets at end of period . . . . . . . . . $31,058,258 $20,192,116 $14,080,918 $77,110,895 $69,712,885 $61,936,384
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY SMALL CAP GROWTH
SUBACCOUNT SUBACCOUNT
------------------------------------- ---------------------------------
1998 1997 1996 1998 1997 1996*
---------- ------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets from
operations:
Net investment income
(loss). . . . . . . $ 734,599 $ 186,725 $ 35,434 $ (8,233) $ (3,795) $ (378)
Net realized gain
(loss). . . . . . . 52,891 50,829 25,854 21,741 6,475 (690)
Net unrealized
appreciation
(depreciation)
during the period . 13,239 (463,778) 217,574 204,674 92,108 (5,174)
---------- ----------- ----------- ---------- --------- --------
Net increase
(decrease) in net
assets resulting from
operations . . . . . 800,729 (226,224) 278,862 218,182 94,788 (6,242)
From policyholder
transactions:
Net premiums from
policyholders . . . -- 1,504,962 1,691,043 -- 809,492 276,720
Net benefits to
policyholders . . . -- (1,091,126) (1,137,159) -- (199,118) (13,425)
Net increase in
policy loans . . . -- 13,761 47,823 -- -- --
---------- ----------- ----------- ---------- --------- --------
Net increase in net
assets resulting from
policyholder
transactions . . . . 141,969 427,597 601,707 621,894 610,374 263,295
---------- ----------- ----------- ---------- --------- --------
Net increase in net
assets . . . . . . . 942,698 201,373 880,569 840,076 705,162 257,053
Net assets at
beginning of period 4,164,676 3,963,303 3,082,734 962,215 257,053 0
---------- ----------- ----------- ---------- --------- --------
Net assets at end of
period . . . . . . . $5,107,374 $ 4,164,676 $ 3,963,303 $1,802,291 $ 962,215 $257,053
========== =========== =========== ========== ========= ========
</TABLE>

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

See accompanying notes.

<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>
INTERNATIONAL BALANCED MID CAP GROWTH
SUBACCOUNT SUBACCOUNT
------------------------------------- -------------------------------------------
1998 1997 1996* 1998 1997 1996*
------------ ------------- --------- ----------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss) . . . . . . $ 11,414 $ 3,580 $ 653 $ 125,061 $ (2,164) $ 119
Net realized gain (loss) . . . . . . . . 1,050 429 9 26,192 5,866 (17)
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . 12,294 (4,312) 899 193,946 66,874 1,684
------------ ------------ -------- ----------- ------------- --------------
Net increase (decrease) in net assets
resulting from operations . . . . . . . . 24,758 (303) 1,561 345,199 70,576 1,786
From policyholder transactions:
Net premiums from policyholders . . . . . -- 62,380 32,725 -- 457,341 172,848
Net benefits to policyholders . . . . . . -- (9,531) (1,520) -- (125,239) (9,482)
Net increase in policy loans . . . . . . -- -- -- -- -- --
------------ ------------ -------- ----------- ------------- --------------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . 100,262 52,849 31,205 560,553 332,102 163,366
------------ ------------ -------- ----------- ------------- --------------
Net increase in net assets . . . . . . . . 125,020 52,546 32,766 905,752 402,678 165,152
Net assets at beginning of period . . . . 85,312 32,766 0 567,830 165,152 0
------------ ------------ -------- ----------- ------------- --------------
Net assets at end of period . . . . . . . $ 210,322 $ 85,312 $ 32,766 $ 1,473,582 $ 567,830 $ 165,152
============ ============ ======== =========== ============= ==============
</TABLE>

<TABLE>
<CAPTION>
LARGE CAP VALUE MONEY MARKET
SUBACCOUNT SUBACCOUNT
--------------------------------- ---------------------------------------
1998 1997 1996* 1998 1997 1996
---------- ----------- --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase in net assets
from operations:
Net investment income
(loss). . . . . . . $ 169,876 $ 53,962 $ 1,838 $ 2,139,937 $ 708,721 $ 1,099,660
Net realized gain
(loss). . . . . . . 68,953 17,858 588 -- -- --
Net unrealized
appreciation
(depreciation)
during the period . 64,132 80,036 4,787 -- -- --
---------- ---------- -------- ----------- ----------- ------------
Net increase
(decrease) in net
assets resulting from
operations . . . . . 302,961 151,856 7,213 2,139,937 708,721 1,099,660
From policyholder
transactions:
Net premiums from
policyholders . . . -- 1,506,756 107,940 -- 11,210,536 34,216,886
Net benefits to
policyholders . . . -- (85,021) (10,621) -- (9,620,370) (44,096,427)
Net increase
(decrease) in policy
loans . . . . . . . -- -- -- -- 103,247 (134,332)
---------- ---------- -------- ----------- ----------- ------------
Net increase
(decrease) in net
assets resulting from
policyholder
transactions . . . . 1,792,991 1,421,735 97,319 32,643,354 1,693,413 (10,013,873)
---------- ---------- -------- ----------- ----------- ------------
Net increase
(decrease) in net
assets . . . . . . . 2,095,952 1,573,591 104,532 34,783,291 2,402,134 (8,914,213)
Net assets at
beginning of period 1,678,123 104,532 0 14,485,240 12,083,106 20,997,319
---------- ---------- -------- ----------- ----------- ------------
Net assets at end of
period . . . . . . . $3,774,075 $1,678,123 $104,532 $49,268,531 $14,485,240 $ 12,083,106
========== ========== ======== =========== =========== ============
</TABLE>

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

See accompanying notes.

<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 VALUE DIVERSIFIED MID CAP GROWTH
SUBACCOUNT SUBACCOUNT
----------------------------------------- -----------------------------------------
1998 1997 1996* 1998 1997 1996
------------ ------------ -------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income . . . . . . . . . $ 19,063 $ 143,319 $ 4,438 $ 66,339 $ 385,735 $ 103,759
Net realized gain . . . . . . . . . . . 74,634 10,646 8,413 33,249 276,956 81,916
Net unrealized appreciation
(depreciation) during the period . . . (944,401) 145,409 14,211 126,465 (477,912) 264,010
----------- ----------- ------------- ------------ ------------ ------------
Net increase (decrease) in net assets
resulting from operations . . . . . . . (850,704) 299,374 27,062 226,053 184,779 449,685
From policyholder transactions:
Net premiums from policyholders . . . . -- 1,620,752 284,225 -- 2,554,133 2,077,582
Net benefits to policyholders . . . . . -- (112,395) (82,860) -- (1,628,677) (497,713)
Net increase in policy loans . . . . . -- -- -- -- -- --
----------- ----------- ------------- ------------ ------------ ------------
Net increase in net assets resulting from
policyholder transactions . . . . . . . 4,864,375 1,508,357 201,365 598,224 925,456 1,579,869
----------- ----------- ------------- ------------ ------------ ------------
Net increase in net assets . . . . . . . 4,013,671 1,807,731 228,427 824,277 1,110,235 2,029,554
Net assets at beginning of period . . . 2,036,158 228,427 0 4,091,961 2,981,726 952,172
----------- ----------- ------------- ------------ ------------ ------------
Net assets at end of period . . . . . . $ 6,049,829 $ 2,036,158 $ 228,427 $ 4,916,238 $ 4,091,961 $ 2,981,726
=========== =========== ============= ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
REAL ESTATE EQUITY GROWTH & INCOME
SUBACCOUNT SUBACCOUNT
--------------------------------------- -----------------------------------------
1998 1997 1996 1998 1997 1996
------------ ------------ ------------ ------------ ------------- ---------------
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income . . . . . . . . . . $ 327,346 $ 320,137 $ 173,353 $ 26,835,871 $ 25,969,260 $ 19,126,495
Net realized gain (loss) . . . . . . . . 158,205 181,015 39,891 3,223,935 1,982,518 820,430
Net unrealized appreciation (depreciation)
during the period . . . . . . . . . . . (1,546,717) 165,392 637,301 32,918,552 18,247,212 4,555,481
----------- ----------- ----------- ------------ ------------ ------------
Net increase in net assets resulting from
operations . . . . . . . . . . . . . . . (1,061,166) 666,544 850,545 62,978,358 46,198,990 24,502,406
From policyholder transactions:
Net premiums from policyholders . . . . . -- 1,748,132 1,161,434 -- 30,351,780 32,903,369
Net benefits to policyholders . . . . . . -- (1,218,783) (1,008,266) -- (24,619,851) (21,130,764)
Net increase in policy loans . . . . . . -- 34,311 33,973 -- 3,346,307 1,965,133
----------- ----------- ----------- ------------ ------------ ------------
Net increase in net assets resulting from
policyholder transactions . . . . . . . . 1,717,464 563,660 187,141 9,130,987 9,078,236 13,737,738
----------- ----------- ----------- ------------ ------------ ------------
Net increase in net assets . . . . . . . . 656,298 1,230,204 1,037,686 72,109,345 55,277,226 38,240,144
Net assets at beginning of period . . . . 4,874,710 3,644,506 2,606,820 224,984,051 169,706,825 131,466,681
----------- ----------- ----------- ------------ ------------ ------------
Net assets at end of period . . . . . . . $ 5,531,008 $ 4,874,710 $ 3,644,506 $297,093,396 $224,984,051 $169,706,825
=========== =========== =========== ============ ============ ============
</TABLE>

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

See accompanying notes.

<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>
MANAGED SHORT-TERM BOND
SUBACCOUNT SUBACCOUNT
------------------------------------------ -----------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- --------------
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income . . . . . . . . $ 9,624,999 $ 8,162,423 $ 8,984,359 $ 24,670 $ 915,175 $ 186,525
Net realized gain (loss) . . . . . . . 791,245 437,661 230,806 265 (27,616) 577
Net unrealized appreciation
(depreciation) during the period . . 6,629,458 4,941,061 (2,103,918) (4,247) 226,435 225,129
------------ ------------ ------------ ------------ ------------ -----------
Net increase in net assets resulting
from
operations . . . . . . . . . . . . . . 17,045,702 13,541,145 7,111,247 20,688 1,113,994 412,231
From policyholder transactions:
Net premiums from policyholders . . . -- 13,194,907 14,481,195 -- 116,602 24,721,092
Net benefits to policyholders . . . . -- (14,539,295) (12,942,967) -- (26,168,835) (147,655)
Net increase in policy loans . . . . . -- 1,257,640 719,880 -- -- --
------------ ------------ ------------ ------------ ------------ -----------
Net increase (decrease) in net assets
resulting from policyholder
transactions . . . . . . . . . . . . . (288,954) (86,748) 2,258,108 348,698 (26,052,233) 24,573,437
------------ ------------ ------------ ------------ ------------ -----------
Net increase (decrease) in net assets . 16,756,748 13,454,397 9,369,355 369,386 (24,938,239) 24,985,668
Net assets at beginning of period . . . 94,057,915 80,603,518 71,234,163 127,103 25,065,342 79,674
------------ ------------ ------------ ------------ ------------ -----------
Net assets at end of period . . . . . . $110,814,663 $ 94,057,915 $ 80,603,518 $ 496,489 $ 127,103 $25,065,342
============ ============ ============ ============ ============ ===========
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP VALUE INTERNATIONAL OPPORTUNITIES
SUBACCOUNT SUBACCOUNT
--------------------------------- -------------------------------
1998 1997 1996* 1998 1997 1996*
----------- ----------- -------- ---------- --------- -----------
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets from
operations:
Net investment income $ 822 $ 92,574 $ 1,525 $ 11,862 $ 3,587 $ 187
Net realized gain . 29,257 19,812 11 33,474 3,191 57
Net unrealized
appreciation
(depreciation)
during the period . (105,331) (12,804) 2,702 272,314 (12,223) 7,271
---------- ---------- ------- ---------- -------- --------
Net increase
(decrease) in net
assets resulting from
operations . . . . . (75,252) 99,582 4,238 317,650 (5,445) 7,515
From policyholder
transactions:
Net premiums from
policyholders . . . -- 1,224,547 63,825 -- 295,915 141,907
Net benefits to
policyholders . . . -- (137,364) (3,155) -- (46,736) (4,149)
Net increase in
policy loans . . . -- -- -- -- -- --
---------- ---------- ------- ---------- -------- --------
Net increase in net
assets resulting from
policyholder
transactions . . . . 1,374,081 1,087,183 60,670 3,475,067 249,179 137,758
---------- ---------- ------- ---------- -------- --------
Net increase in net
assets . . . . . . . 1,298,829 1,186,765 64,908 3,792,717 243,734 145,273
Net assets at
beginning of period 1,251,673 64,908 0 389,007 145,273 0
---------- ---------- ------- ---------- -------- --------
Net assets at end of
period . . . . . . . $2,550,502 $1,251,673 $64,908 $4,181,724 $389,007 $145,273
========== ========== ======= ========== ======== ========
</TABLE>

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

See accompanying notes.

<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>
EQUITY INDEX STRATEGIC BOND
SUBACCOUNT SUBACCOUNT
--------------------------------- ----------------------------
1998 1997 1996* 1998 1997 1996*
---------- ----------- --------- -------- --------- ----------
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase in net assets
from operations:
Net investment income $ 158,126 $ 49,255 $ 4,671 $ 17,649 $ 8,742 $ 509
Net realized gain . 443,879 14,525 620 3,991 348 36
Net unrealized
appreciation during
the period . . . . 585,673 146,714 6,278 4,308 1,260 8
---------- ---------- -------- -------- -------- -------
Net increase in net
assets resulting from
operations . . . . . 1,187,678 210,494 11,569 25,948 10,350 553
From policyholder
transactions:
Net premiums from
policyholders . . . -- 1,827,052 234,122 -- 161,548 13,347
Net benefits to
policyholders . . . -- (149,826) (9,816) -- (37,799) (682)
Net increase in
policy loans . . . -- -- -- -- -- --
---------- ---------- -------- -------- -------- -------
Net increase in net
assets resulting from
policyholder
transactions . . . . 3,936,560 1,677,226 224,306 297,159 123,749 12,665
---------- ---------- -------- -------- -------- -------
Net increase in net
assets . . . . . . . 5,124,238 1,887,720 235,875 323,107 134,099 13,218
Net assets at
beginning of period 2,123,595 235,875 0 147,317 13,218 0
---------- ---------- -------- -------- -------- -------
Net assets at end of
period . . . . . . . $7,247,833 $2,123,595 $235,875 $470,424 $147,317 $13,218
========== ========== ======== ======== ======== =======
</TABLE>

<TABLE>
<CAPTION>
TURNER CORE GROWTH BRANDES INTERNATIONAL EQUITY
SUBACCOUNT SUBACCOUNT
--------------------------- -----------------------------
1998 1997 1996* 1998 1997 1996*
-------- -------- -------- -------- --------- ----------
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets from
operations:
Net investment income $ 1,666 $ 6,072 $ 875 $ 13,286 $ 1,112 $ 337
Net realized gain
(loss). . . . . . . 2,780 839 48 600 888 (91)
Net unrealized
appreciation
(depreciation)
during the period . 22,686 6,487 784 8,581 (1,473) (1,056)
-------- ------- ------- -------- -------- -------
Net increase
(decrease) in net
assets resulting from
operations . . . . . 27,132 13,398 1,707 22,467 527 (810)
From policyholder
transactions:
Net premiums from
policyholders . . . -- 33,658 28,147 -- 82,259 91,573
Net benefits to
policyholders . . . -- (7,208) (1,062) -- (45,350) (1,860)
Net increase in
policy loans . . . -- -- -- -- -- --
-------- ------- ------- -------- -------- -------
Net increase in net
assets resulting from
policyholder
transactions . . . . 29,235 26,450 27,085 106,951 36,909 89,713
-------- ------- ------- -------- -------- -------
Net increase in net
assets . . . . . . . 56,367 39,848 28,792 129,418 37,436 88,903
Net assets at
beginning of period 68,640 28,792 0 126,339 88,903 0
-------- ------- ------- -------- -------- -------
Net assets at end of
period . . . . . . . $125,007 $68,640 $28,792 $255,755 $126,339 $88,903
======== ======= ======= ======== ======== =======
</TABLE>

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

See accompanying notes.

<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>
EMERGING SMALL/ HIGH
MARKETS GLOBAL BOND MID CAP YIELD
FRONTIER CAPITAL APPRECIATION EQUITY EQUITY INDEX CORE BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
-------------------------------- ---------- ---------- ---------- ---------- ------------
1998 1997 1996* 1998** 1998** 1998** 1998** 1998**
----------- --------- --------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income (loss) . . $ (614) $ 5,054 $ (477) $ 1 $ 57 $ 285 $ (48) $ 48
Net realized gain (loss) . . . . 23,061 8,970 6,683 (1) (16) (26) (1,957) (108)
Net unrealized appreciation
(depreciation) during the period (840) 32,469 1,317 (48) (303) (147) 1,888 (19)
---------- -------- -------- ---- ------- ------- ------- ------
Net increase (decrease) in net
assets resulting from operations 21,607 46,493 7,523 (48) (262) 112 (117) (79)
From policyholder transactions:
Net premiums from policyholders -- 138,553 230,461 -- -- -- -- --
Net benefits to policyholders . -- (70,647) (78,775) -- -- -- -- --
Net increase in policy loans . . -- -- -- -- -- -- -- --
---------- -------- -------- ---- ------- ------- ------- ------
Net increase in net assets
resulting from policyholder
transactions . . . . . . . . . . 2,237,913 67,906 151,686 777 16,757 14,437 32,816 5,532
---------- -------- -------- ---- ------- ------- ------- ------
Net increase in net assets . . . 2,259,520 114,399 159,209 729 16,495 14,549 32,699 5,453
Net assets at beginning of period 273,608 159,209 0 0 0 0 0 0
---------- -------- -------- ---- ------- ------- ------- ------
Net assets at end of period . . . $2,533,128 $273,608 $159,209 $729 $16,495 $14,549 $32,699 $5,453
========== ======== ======== ==== ======= ======= ======= ======
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

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-six
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-six Portfolios of the Fund and M
Fund which are currently available are the Large Cap Growth, Sovereign Bond,
International Equity Index (formerly, International Equities), Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Diversified Mid Cap Growth (formerly, Special Opportunities), Real Estate
Equity, Growth & Income, Managed, Short-Term Bond (formerly, Short-Term U.S.
Government), Small Cap Value, International Opportunities, Equity Index,
Strategic Bond, Turner Core Growth, Brandes International Equity (formerly,
Edinburgh International Equity) Frontier Capital Appreciation, Emerging Markets
Equity, Global Equity, Bond Index, Small/Mid Cap CORE and High Yield Bond
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 respective Portfolio shares are determined
on the basis of identified cost.

Federal Income Taxes

The operations of the Account are included in the federal income tax return of
JHMLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHMLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHMLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

<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, 1998 were as follows:

<TABLE>
<CAPTION>
SUBACCOUNT SHARES OWNED COST VALUE
---------- ------------ ------------ --------------
--------------------------------------------------------------------------
<S> <C> <C> <C>
Large Cap Growth . . . . . . 1,110,523 $ 21,789,053 $ 29,089,283
Sovereign Bond . . . . . . . 6,771,659 67,673,435 67,185,725
International Equities Index 311,263 5,008,102 4,843,434
Small Cap Growth . . . . . . 138,771 1,510,683 1,802,291
International Balanced . . . 18,907 201,451 210,332
Mid Cap Growth . . . . . . . 97,488 1,211,077 1,473,582
Large Cap Value . . . . . . . 269,187 3,625,121 3,774,075
Money Market . . . . . . . . 4,724,271 47,242,706 47,242,706
Mid Cap Value . . . . . . . . 496,463 6,834,611 6,049,829
Diversified Mid Cap Growth . 308,429 4,879,083 4,916,238
Real Estate Equity . . . . . 425,847 6,005,341 5,305,959
Growth & Income . . . . . . . 13,745,190 204,200,346 267,925,840
Managed . . . . . . . . . . . 6,309,777 86,765,615 98,661,041
Short-Term Bond . . . . . . . 49,410 500,882 496,489
Small Cap Value . . . . . . . 220,083 2,665,935 2,550,502
International Opportunities . 342,354 3,914,392 4,181,723
Equity Index . . . . . . . . 409,419 6,509,168 7,247,833
Strategic Bond . . . . . . . 44,382 464,847 470,424
Turner Core Growth . . . . . 7,007 95,050 125,007
Brandes International Equity 23,594 249,703 255,755
Frontier Capital Appreciation 167,868 2,500,182 2,533,128
Emerging Markets . . . . . . 103 777 729
Global Equity . . . . . . . . 1,681 16,798 16,495
Bond Index . . . . . . . . . 1,428 14,696 14,549
Small/Mid Cap CORE . . . . . 3,626 30,811 32,699
High Yield Bond . . . . . . . 591 5,472 5,453
</TABLE>

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(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 1998,
were as follows:

<TABLE>
<CAPTION>
SUBACCOUNT PURCHASES SALES
---------- ----------- -------------
--------------------------------------------------------------------
<S> <C> <C>
Large Cap Growth . . . . . . . . . . . $ 6,774,969 $ 1,312,334
Sovereign Bond . . . . . . . . . . . . 11,567,936 4,169,838
International Equities Index . . . . . 1,784,110 951,538
Small Cap Growth . . . . . . . . . . . 806,640 192,979
International Balanced . . . . . . . . 126,798 15,122
Mid Cap Growth . . . . . . . . . . . . 807,563 121,950
Large Cap Value . . . . . . . . . . . . 2,359,015 396,146
Money Market . . . . . . . . . . . . . 56,538,955 21,551,247
Mid Cap Value . . . . . . . . . . . . . 5,537,800 654,362
Diversified Mid Cap Growth . . . . . . 1,324,819 660,257
Real Estate Equity . . . . . . . . . . 2,869,843 824,508
Growth & Income . . . . . . . . . . . . 42,879,493 10,719,822
Managed . . . . . . . . . . . . . . . . 14,154,576 5,992,753
Short-Term Bond . . . . . . . . . . . . 447,882 74,515
Small Cap Value . . . . . . . . . . . . 1,649,871 274,967
International Opportunities . . . . . . 3,882,937 396,009
Equity Index . . . . . . . . . . . . . 6,624,974 2,530,288
Strategic Bond . . . . . . . . . . . . 394,527 79,721
Turner Core Growth . . . . . . . . . . 42,112 11,211
Brandes International Equity . . . . . 151,328 31,092
Frontier Capital Appreciation . . . . . 2,487,618 250,320
Emerging Markets . . . . . . . . . . . 785 7
Global Equity . . . . . . . . . . . . . 17,047 233
Bond Index . . . . . . . . . . . . . . 17,026 2,304
Small/Mid Cap CORE . . . . . . . . . . 41,751 8,983
High Yield Bond . . . . . . . . . . . . 6,547 967
</TABLE>

5. IMPACT OF YEAR 2000 (UNAUDITED)

The John Hancock Mutual Variable Life Insurance Account UV, along with John
Hancock Mutual Life Insurance Company, its ultimate parent (together, John
Hancock), is executing its plan to address the impact of the Year 2000 issues
that result from computer programs being written using two digits to reflect the
year rather than four to define the applicable year and century. Historically,
the first two digits were hardcoded to save memory. Many of the John Hancock's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in an
information technology (IT) system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities. In addition, non-IT systems including, but not limited to, security
alarms, elevators and telephones are subject to malfunction due to their
dependence on embedded technology such as microcontrollers for proper operation.
As described, the Year 2000 project presents a number of challenges for
financial institutions since the correction of Year 2000 issues in IT and non-IT
systems will be complex and costly for the entire industry.

John Hancock began to address the Year 2000 project as early as 1994. John
Hancock's plan to address the Year 2000 Project includes an awareness campaign,
an assessment period, a renovation stage, validation work and an implementation
of Company solutions.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The continuous awareness campaign serves several purposes: defining the
problem, gaining executive level support and sponsorship, establishing a team
and overall strategy, and assessing existing information system management
resources. Additionally, the awareness campaign establishes an education process
to ensure that all employees are aware of the Year 2000 issue and knowledgeable
of their role in securing solutions.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. As of December 31, 1998, the renovation phase was substantially
complete for computer applications, systems and desktops. For all remaining
components the renovation phase is underway and will be complete before the end
of the second quarter of 1999.

The validation phase consists of the compliance testing of renovated systems.
The validation phase is expected to be complete by mid 1999, after renovation is
accomplished. John Hancock will use its testing facilities through the remainder
of 1999 to perform special functional testing. Special functional testing
includes testing, as required, with material third parties and industry groups
and to perform reviews of "dry run" of year-end activities. Scheduled testing of
John Hancock's material relationships with third parties is underway. It is
anticipated that testing with material business partners will continue through
much of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. John Hancock is concurrently performing implementation
during the renovation phase and plans to complete this phase before the end of
the second quarter of 1999.

The costs of the Year 2000 project consist of internal IT personnel, and
external costs such as consultants, programmers, replacement software, and
hardware. The costs of the Year 2000 project are expensed as incurred. The
project is funded partially through a reallocation of resources from
discretionary projects. Through December 31, 1998, John Hancock has incurred and
expensed approximately $9.8 million in related payroll costs for its internal IT
personnel on the project. The estimated range of remaining internal IT personnel
costs of the project is approximately $8 to $9 million. Through December 31,
1998, John Hancock has incurred and expensed approximately $36.4 million in
external costs for the project. The estimated range of remaining external costs
of the project is approximately $35 to $36 million. The total costs of the Year
2000 project, based on management's best estimates, include approximately $18
million in internal IT personnel, $7.4 million in the external modification of
software, $34.2 million for external solution providers, $19.4 million in
replacement costs of non-compliant IT systems and $12.6 million in oversight,
test facilities and other expenses. Accordingly, the estimated range of total
costs of the Year 2000 project, internal and external, is approximately $90 to
$95 million. However, there can be no guarantee that these estimates will be
achieved and actual results could materially differ from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

John Hancock's total Year 2000 project costs include the estimated impact of
external solution providers and are based on presently available information.
However, there is no guarantee that the systems of other companies that John
Hancock's systems rely on will be timely converted, or that a failure to convert
by another company, or a conversion that is incompatible with John Hancock's
systems, would not have material adverse effect on John Hancock. It is
documented in trade publications that companies in foreign countries are not
acting as intensively as domestic companies to remediate Year 2000 issues.
Accordingly, it is expected that Company facilities based outside the United
States face higher degrees of risks from data exchanges with material business
partners. In addition, John Hancock has thousands of individual and business
customers that hold insurance policies, annuities and other financial products
of John Hancock. Nearly all products sold by John Hancock contain date sensitive
data, examples of which are policy expiration dates, birth dates, premium
payment dates. Finally, the regulated nature of John Hancock's industry exposes
it to potential supervisory or enforcement actions relating to Year 2000 issues.

John Hancock's contingency planning initiative related to the Year 2000
project is underway. The plan is addressing John Hancock's readiness as well as
that of material business partners on whom John Hancock depends. John Hancock's
contingency plans are being designed to keep each business unit's operations
functioning in the event of a failure or delay due to the Year 2000 record
format and date calculation changes. Contingency plans are being constructed
based on the foundation of extensive business resumption plans that John Hancock
has maintained and updated periodically, which outline responses to situations
that may affect critical business functions. These plans also provide emergency
operations guidance, which defines a documented order of actions to respond to
problems. These extensive business resumption plans are being enhanced to cover
Year 2000 situations.

<PAGE>

ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

This index should help you locate more information about many of the important
concepts in this prospectus.

<TABLE>
<CAPTION>
KEY WORD OR PHRASE PAGE KEY WORD OR PHRASE PAGE
<S> <C> <C> <C> <C>
Account . . . . . . . 23 30
account value . . . . 7 25

Additional Sum Insured 8

annual processing date 12
attained age. . . . . 8 8

Basic Sum Insured . .
beneficiary . . . . . 23 4
business day. . . . . 23 11
changing Option A or B 27 9
changing the Total Sum
Insured . . . . . . 13 14
charges . . . . . . . 7 5
Code. . . . . . . . . 29 25
cost of insurance
rates. . . . . . . . 8
date of issue . . . . 25 25
death benefit . . . . 3 4
deductions. . . . . . 7 2
dollar cost averaging 10 16
expenses of the Trust 9 6
fixed investment
option . . . . . . . 24 7
full surrender. . . . 11 2
fund. . . . . . . . . 2 23
grace period. . . . . 6 1
guaranteed minimum
death benefit . . . 6 12
Guaranteed Minimum
Death Benefit Premium 6 23
insurance charge. . . 8 11
insured person. . . . 4 11
investment options. . 1 8
John Hancock . . . . 23 29
John Hancock Variable
Series Trust . . . . 2 16

lapse . . . . . . . . 6

loan. . . . . . . . . 11 10

loan interest . . . . 12 1

maximum premiums. . . 5 23
Minimum Initial
Premium. . . . . . . 24 11
minimum insurance
amount . . . . . . . 13 9

minimum premiums. . . 5 4
</TABLE>

<PAGE>

PROSPECTUS DATED MAY 3, 1999

VARIABLE ESTATE PROTECTION

a flexible premium variable life survivorship insurance policy
issued by

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ("JOHN HANCOCK")

The policy provides an investment option with fixed rates of return declared
by John Hancock and the following 27 variable investment options:

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Managed. . . . . . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Growth & Income . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Equity Index . . . . . . . . . . . . . . . . . . . . . . . . State Street Global Advisors
Large Cap Value . . . . . . . . . . . . . . . . . . . . . . T. Rowe Price Associates, Inc.
Large Cap Growth . . . . . . . . . . . . . . . . . . . . . . Independence Investment Associates, Inc.
Mid Cap Value . . . . Neuberger Berman, LLC
Mid Cap Growth . . . . Janus Capital Corporation
Real Estate Equity . . Independence Investment Associates, Inc.
Small/Mid Cap Growth. Wellington Management Company, LLP
Small/Mid Cap CORE . . Goldman Sachs Asset Management
Small Cap Value . . . INVESCO Management & Research, Inc.
Small Cap Growth . . . . . . . . . . . . . . . . . . . . . John Hancock Advisers, Inc.
Global Equity . . . . . . . . . . . . . . . . . . . . . . Scudder Kemper Investments, Inc.
International Balanced . . . . . . . . . . . . . . . . . . Brinson Partners, Inc.
International Equity Index . . . . . . . . . . . . . . . . Independence International Associates, Inc.
International Opportunities . . . . . . . . . . . . . . . . Rowe Price-Fleming International, Inc.
Emerging Markets Equity . . . . . . . . . . . . . . . . . . Montgomery Asset Management, LLC
Short-Term Bond . . . Independence Investment Associates, Inc.
Bond Index . . . . . . Mellon Bond Associates, LLP
Sovereign Bond . . . . . . . . . . . . . . . . . . . . . . John Hancock Advisers, Inc.
Global Bond . . . . . . . . . . . . . . . . . . . . . . . J.P. Morgan Investment Management, Inc.
High Yield Bond . . . Wellington Management Company, LLP
Money Market. . . . . John Hancock Mutual Life Insurance Company
Brandes International Equity. . . . . . . . . . . . . . . Brandes Investment Partners, L.P.
Turner Core Growth. . Turner Investment Partners, Inc.
Frontier Capital Appreciation. . . . . . . . . . . . . . . Frontier Capital management Company, Inc.
Enhanced U.S. Equity. Franklin Portfolio Associates, LLC
- --------------------------------------------------------------------------------------------------------------
</TABLE>

We may add or delete variable investment options in the future.
<PAGE>

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of the John Hancock
Variable Series Trust I (the "Trust") or of M Fund, Inc. (together, the trust
and M Fund, Inc. are referred to as the "Series Funds"). The Series Funds are
mutual funds that offer a number of different investment options (which are
called "funds"). The investment results of each variable investment option you
select will depend on those of the corresponding fund of one of the Series
Funds. Attached to this prospectus are prospectuses for the Series Funds that
contain detailed information about each fund offered under the policy. Be sure
to read the prospectuses for the Series Funds before selecting any of the
variable investment options shown on page 1.

GUIDE TO THIS PROSPECTUS

This prospectus is arranged in the following way:

. The section which follows is called "Basic Information". It is in a
question and answer format. We suggest you read the Basic Information
section before reading any other section of the prospectus.

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 17.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 41.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page 80.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends and
the prospectuses for the Series Funds begin.

<PAGE>

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy.
<TABLE>
<CAPTION>
<S> <C>
Question Pages to See
- --------
.What is the policy?. . . . . . . . . . . . . . . 4
.Who owns the policy?. . . . . . . . . . . . . . 4
.How can I invest money in the policy?. . . . . . 4-5
.Is there a minimum amount I must invest?. . . . 5-6
.How will the value of my investment in the policy change over 7
time?. . . . . . . . . . . . . . . . . . . . . .
.What charges will John Hancock deduct from my investment in 7-9
the policy?. . . . . . . . . . . . . . . . . . .
.What charges will the Series Funds deduct from my investment
in the policy?. . . . . . . . . . . . . . . . . .
9
.What other charges could John Hancock impose in the future? 10
.How can I change my policy's investment allocations? 10-11
.How can I access my investment in the policy?. . 11-12
.How much will John Hancock pay when the last insured person 12-13
dies?. . . . . . . . . . . . . . . . . . . . . .
.How can I change my policy's insurance coverage? 13-14
.Can I cancel my policy after it's issued?. . . . 14
.Can I choose the form in which John Hancock pays out policy 14
proceeds?. . . . . . . . . . . . . . . . . . . .
.To what extent can John Hancock vary the terms and conditions
of its policies in particular cases?. . . . . .
15
.How will my policy be treated for income tax purposes? 15
.How do I communicate with John Hancock?. . . . . 15-16
</TABLE>
Here are the page numbers where the questions and answers appear:

<PAGE>

WHAT IS THE POLICY?

While either of the insured persons is alive, you will have a number of
options under the policy. Here are some major ones:

. Determine when and how much you invest in the various investment
options

. Borrow or withdraw amounts you have in the investment options

. Change the beneficiary who will receive the death benefit

. Change the amount of insurance

. Turn in (i.e., "surrender") the policy for the full amount of its
surrender value

. Choose the form in which we will pay out the death benefit or other
proceeds

Most of these options are subject to limits that are explained later in this
prospectus.

WHO OWNS THE POLICY?

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

<PAGE>

Minimum premium payment

Each premium payment must be at least $100.

Maximum premium payments

. that amount of premium would increase our insurance risk exposure,
and

. the insured persons don't provide us with adequate evidence that they
continue to meet our requirements for issuing insurance.

Ways to pay premiums

We will also accept premiums:

. by wire or by exchange from another insurance company,

. via an electronic funds transfer program (any owner interested in
making monthly premium payments must use this method), or
-------

. if we agree to it, through a salary deduction plan with your
employer.

You can obtain information on these other methods of premium payment by
contacting your John Hancock representative or by contacting the John Hancock
Life Servicing Office.

<PAGE>

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

Lapse and reinstatement

Guaranteed minimum death benefit feature

. any Additional Sum Insured under the policy is not scheduled to
exceed the Basic Sum Insured at any time (see "How much will John
Hancock pay when the last insured person dies?" on page __), and

<PAGE>

If there are monthly charges that remain unpaid because of this feature, we
will deduct such charges when there is sufficient surrender value to pay them.

HOW WILL THE VALUE OF MY INVESTMENT IN THE POLICY CHANGE OVER TIME?

Over time, the amount you've invested in any variable investment option will
--------
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of one of the Series Funds and had reinvested all fund
dividends and distributions in additional fund shares; except that we will
deduct certain additional charges which will reduce your account value. We
describe these charges under "What charges will John Hancock deduct from my
investment in the policy?" below.

<PAGE>

charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

At any time, the "account value" of your policy is equal to:

. the amount you invested,

. plus or minus the investment experience of the investment options
you've chosen,

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 11.

WHAT CHARGES WILL JOHN HANCOCK DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

. Premium tax charge - A charge to cover state premium taxes we currently
--------------------
expect to pay, on average. This charge is currently 2.35% of each premium.

<PAGE>

. Optional benefits charge - A charge imposed for certain optional
--------------------------
insurance benefits added to the policy by means of a rider.

Deductions from account value

<PAGE>

. Optional benefits charge - Monthly charges for certain other optional
--------------------------
insurance benefits added to the policy by means of a rider.

WHAT CHARGES WILL THE SERIES FUNDS DEDUCT FROM MY INVESTMENT IN THE POLICY?

The Series Funds must pay investment management fees and other operating
expenses. These fees and expenses are different for each fund of the Series
Funds and reduce the investment return of each fund. Therefore, they also
indirectly reduce the return you will earn on any variable investment options
you select.

The figures in the following chart for the funds of the Trust are expressed as
percentages of each fund's average daily net assets for 1998 (rounded to two
decimal places). The percentages reflect the investment management fees that
were payable for1998 and the 1998 other operating expenses that would have been
allocated to the funds under the allocation rules currently in effect.

<PAGE>

The figures in the following chart for the funds of M Fund, Inc. are expressed
as percentages of each fund's average daily net assets for 1998 (rounded to two
decimal places). The percentages reflect the investment management fees
currently payable and the 1998 other operating expenses allocated to M Fund,
Inc.

<TABLE>
<CAPTION>
Other Total Fund Other Operating
Investment Operating Operating Expenses
Fund Name Management Fee Expenses Expenses Absent
- --------- -------------- ---------- ---------- Reimbursement*
----------------
<S> <C> <C> <C> <C>
Brandes International Equity** . . . . . . . . . . . . . . . . . . . . . 1.02% 0.25% 1.27% %
Turner Core Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.45% 0.25% 0.70% 2.97%
Frontier Capital Appreciation . . . . . . . . . . . . . . . . . . . . . . 0.90% 0.25% 1.15% %
Enhanced U.S. Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . 0.55% 0.25% 0.80%
</TABLE>

* M Financial Investment Advisers, Inc. reimburses a fund when the fund's other
operating expenses exceed 0.25% of the fund's average daily net assets.
** Brandes International Equity was formerly "Edinburgh Overseas Equity."

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

<PAGE>

Transfers of existing account value

. You can only make such a transfer once a year and only during the 31 day
period following your policy anniversary.

. We must receive the request for such a transfer during the period
beginning 60 days prior to the policy anniversary and ending 30 days after
it.

. The most you can transfer at any one time is the greater of $500 or 25%
of the assets in your fixed investment option.

Dollar cost averaging

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

Partial withdrawals

<PAGE>

cause your account value to fall below 3 months' worth of monthly charges (see
"Deductions from account value" on page 8). We also reserve the right to refuse
any partial withdrawal that would cause the policy's Total Sum Insured to fall
below $500,000. Any partial withdrawal (other than a Terminated ASI Withdrawal
Amount, as described below) will reduce your death benefit under any of the
death benefit options (see "How much will John Hancock pay when the last insured
person dies?" on page 13) and under the guaranteed death benefit feature (see
page __). Under Option A, such a partial withdrawal will reduce the Total Sum
Insured. Under Option B, such a partial withdrawal will reduce your account
value. Under the guaranteed death benefit feature, such a partial withdrawal
will reduce the Basic Sum Insured. A "Terminated ASI Withdrawal Amount" is any
partial withdrawal made while there is an Additional Sum Insured under the
policy that later lapses as described on page __. The total of all Terminated
ASI Withdrawal Amounts cannot exceed the Additional Sum Insured in effect
immediately before the Additional Sum Insured lapses.

Policy loans

You can repay all or part of a loan at any time. Each repayment will be
allocated among the investment options as follows:

. The same proportionate part of the loan as was borrowed from the
fixed investment option will be repaid to the fixed investment
option.

. The remainder of the repayment will be allocated among the investment
options in the same way a new premium payment would be allocated.

If you want a payment to be used as a loan repayment, you must include
instructions to that effect. Otherwise, all payments will be assumed to be
premium payments.

<PAGE>

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE LAST INSURED PERSON DIES?

Optional extra death benefit feature

If you elect the Option A death benefit, you may also elect this optional
extra death benefit feature. The optional extra death benefit is determined on
each annual processing date as follows:

. First, we multiply your account value by a factor specified in the
policy. The factor is based on the age of the younger insured person.

. We will then subtract your Total Sum Insured.

<PAGE>

The minimum insurance amount

Policy split option

At the time of policy issue, you may elect a rider that will permit the Total
Sum Insured to be evenly split into two separate policies, one for each insured
person, but only if the insured persons get divorced or certain Federal tax law
changes occur. The rider may be cancelled at any time, but it will automatically
terminate on the date of death of the first insured person to die or on the
policy anniversary nearest the older insured person's 80th birthday, whichever
is earlier. A policy split could have adverse tax consequences, so check with
your tax adviser before electing this rider.

When the last insured person reaches 100

If the last surviving insured person or the younger of two living insured
persons reaches attained age 100, the surrender value will become payable to the
policy beneficiary and the death benefit will no longer be payable.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

Decrease in coverage

. the remaining Total Sum Insured will be at least $500,000, and

. the remaining Total Sum Insured will at least equal the minimum
required by the tax laws to maintain the policy's life insurance
status.

<PAGE>

We may refuse any decrease in Additional Sum Insured if it would cause the
death benefit to reflect an increase pursuant to the optional extra death
benefit feature.

Change of death benefit option

Tax consequences

Please read "Tax considerations" starting on page 29 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

You have the right to cancel your policy within the latest of the following
periods:

. 10 days after you receive it (this period may be longer in some
states);

. 10 days after mailing by John Hancock of the Notice of Withdrawal
Right; or

. 45 days after the date Part A of the application has been completed.

In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by John Hancock or the Series Funds prior to that date. The
date of cancellation will be the date of such mailing or delivery.

CAN I CHOOSE THE FORM IN WHICH JOHN HANCOCK PAYS OUT POLICY PROCEEDS?

Choosing a payment option

. Option 1 - Proceeds left with us to accumulate with interest

. Option 2A - Equal monthly payments of a specified amount until all
proceeds are paid out

<PAGE>

. Option 2B - Equal monthly payments for a specified period of time

. Option3 - Equal monthly payments for life, but with payments
guaranteed for a specific number of years

. Option 4 - Equal monthly payments for life with no refund

. Option 5 - Equal monthly payments for life with a refund if all of
the proceeds haven't been paid out

You cannot choose an option if the monthly payments under the option would be
less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For Options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%.

Changing a payment option

You can change the payment option at any time before the proceeds are payable.
If you haven't made a choice, the payee of the proceeds has a prescribed period
in which he or she can make that choice.

Tax impact

There may be tax consequences to you or your beneficiary depending upon which
payment option is chosen. You should consult with a qualified tax adviser before
making that choice.

TO WHAT EXTENT CAN JOHN HANCOCK VARY THE TERMS AND CONDITIONS OF ITS POLICIES
IN PARTICULAR CASES?

Listed below are some variations we can make in the terms of our policies. Any
variation will be made only in accordance with uniform rules that we apply
fairly to all of our customers.

State law insurance requirements

Variations in expenses or risks

<PAGE>

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning of page 29.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 1.

Certain requests must be made in writing and be signed and dated by you. They
include the following:

. loans, surrenders or partial withdrawals

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

. change of death benefit option

. increase or decrease in Total Sum Insured

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

You should mail or express these requests to the John Hancock Life Servicing
Office at the appropriate address shown on page 1. You should also send notice
of an insured person's death

<PAGE>

and related documentation to the John Hancock Life Servicing Office. We don't
consider that we've "received" any communication until such time as it has
arrived at the proper place and in the proper and complete form.

Telephone Transactions

<PAGE>

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND
ACCUMULATED PREMIUMS

With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .61%, and (2) an assumed average asset charge for
all other Trust operating expenses equivalent to an effective annual rate of
.10%. These rates are the arithmetic average for all funds of the Series Funds.
In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options.

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
--------------------------------------------------- -----------------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at --------------------------------------------------- -----------------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------------------- --------------- ---------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,000,000 $1,000,000 $1,000,000 $ 11,213 $ 11,918 $ 12,623
2 34,374 1,000,000 1,000,000 1,000,000 23,432 25,608 27,868
3 52,861 1,000,000 1,000,000 1,000,000 35,489 39,926 44,716
4 72,271 1,000,000 1,000,000 1,000,000 47,621 55,146 63,586
5 92,653 1,000,000 1,000,000 1,000,000 59,589 71,061 84,437
6 114,053 1,000,000 1,000,000 1,000,000 72,446 88,802 108,619
7 136,524 1,000,000 1,000,000 1,000,000 85,125 107,349 135,336
8 160,118 1,000,000 1,000,000 1,000,000 97,620 126,733 164,849
9 184,891 1,000,000 1,000,000 1,000,000 109,930 146,990 197,447
10 210,904 1,000,000 1,000,000 1,000,000 122,048 168,150 233,450
11 238,217 1,000,000 1,000,000 1,000,000 134,729 191,047 274,044
12 266,895 1,000,000 1,000,000 1,000,000 147,191 214,948 318,867
13 297,008 1,000,000 1,000,000 1,000,000 159,420 239,888 368,355
14 328,626 1,000,000 1,000,000 1,000,000 171,399 265,895 422,993
15 361,825 1,000,000 1,000,000 1,000,000 183,105 293,002 483,316
16 396,684 1,000,000 1,000,000 1,056,711 194,512 321,238 549,894
17 433,286 1,000,000 1,000,000 1,159,269 205,587 350,630 623,308
18 471,718 1,000,000 1,000,000 1,268,563 216,286 381,205 704,223
19 512,072 1,000,000 1,000,000 1,385,298 226,562 412,991 793,359
20 554,444 1,000,000 1,000,000 1,510,177 236,352 446,013 891,493
25 800,279 1,000,000 1,000,000 2,293,295 278,130 634,224 1,552,971
30 1,114,034 1,000,000 1,140,554 3,448,591 294,488 861,352 2,604,393
35 1,514,473 1,000,000 1,374,171 5,183,099 260,564 1,126,121 4,247,505
</TABLE>

<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP $1,000,000 SUM INSURED
($500,000 BASIC SUM INSURED; $500,000 ADDITIONAL SUM INSURED) MALE, ISSUE
AGE 55, NONSMOKER UNDERWRITING CLASS FEMALE, ISSUE AGE 50, NONSMOKER
UNDERWRITING CLASS OPTION B DEATH BENEFIT NO GUARANTEED MINIMUM DEATH
BENEFIT OPTION AFTER TENTH POLICY YEAR PLANNED PREMIUM: $15,969* USING
CURRENT CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming Hypothetical Assuming Hypothetical
End of Planned Premiums Gross Annual Return of Gross Annual Return of
Policy Accumulated at ---------------------------------- ------------------------------
Year 5% Annual Interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,011,213 $1,011,918 $1,012,623 $ 11,213 $ 11,918 $ 12,623
2 34,374 1,023,430 1,025,606 1,027,866 23,431 25,606 27,866
3 52,861 1,035,485 1,039,922 1,044,710 35,485 39,922 44,710
4 72,271 1,047,614 1,055,137 1,063,576 47,614 55,137 63,576
5 92,653 1,059,577 1,071,047 1,084,420 59,577 71,047 84,420
6 114,053 1,072,429 1,088,780 1,108,591 72,429 88,780 108,591
7 136,524 1,085,100 1,107,316 1,135,293 85,100 107,316 135,293
8 160,118 1,097,585 1,126,686 1,164,784 97,585 126,686 164,784
9 184,891 1,109,881 1,146,921 1,197,349 109,881 146,921 197,349
10 210,904 1,121,979 1,168,049 1,233,303 121,979 168,049 233,303
11 238,217 1,134,641 1,190,913 1,273,840 134,641 190,913 273,840
12 266,895 1,147,072 1,214,762 1,318,572 147,072 214,762 318,572
13 297,008 1,159,255 1,239,620 1,367,919 159,255 239,620 367,919
14 328,626 1,171,165 1,265,506 1,422,336 171,165 265,506 422,336
15 361,825 1,182,772 1,292,431 1,482,320 182,772 292,431 482,320
16 396,684 1,194,038 1,320,399 1,548,412 194,038 320,399 548,412
17 433,286 1,204,914 1,349,405 1,621,198 204,914 349,405 621,198
18 471,718 1,215,341 1,379,428 1,701,311 215,341 379,428 701,311
19 512,072 1,225,245 1,410,434 1,789,439 225,245 410,434 789,439
20 554,444 1,234,537 1,442,367 1,886,321 234,537 442,367 886,321
25 800,279 1,270,665 1,616,187 2,536,687 270,665 616,187 1,536,687
30 1,114,034 1,271,203 1,795,833 3,565,574 271,203 795,833 2,565,574
35 1,514,473 1,203,224 1,942,358 5,172,139 203,224 942,358 4,172,139
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------------- ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,000,000 $1,000,000 $1,000,000 $ 10,913 $ 11,607 $ 12,302
2 34,374 1,000,000 1,000,000 1,000,000 22,757 24,887 27,102
3 52,861 1,000,000 1,000,000 1,000,000 34,322 38,648 43,319
4 72,271 1,000,000 1,000,000 1,000,000 45,830 53,134 61,330
5 92,653 1,000,000 1,000,000 1,000,000 57,023 68,111 81,046
6 114,053 1,000,000 1,000,000 1,000,000 68,935 84,674 103,762
7 136,524 1,000,000 1,000,000 1,000,000 80,470 101,767 128,617
8 160,118 1,000,000 1,000,000 1,000,000 91,602 119,380 155,803
9 184,891 1,000,000 1,000,000 1,000,000 102,303 137,508 185,540
10 210,904 1,000,000 1,000,000 1,000,000 112,535 156,134 218,060
11 238,217 1,000,000 1,000,000 1,000,000 122,763 175,778 254,197
12 266,895 1,000,000 1,000,000 1,000,000 132,415 195,895 293,726
13 297,008 1,000,000 1,000,000 1,000,000 141,420 216,442 336,971
14 328,626 1,000,000 1,000,000 1,000,000 149,685 237,362 384,292
15 361,825 1,000,000 1,000,000 1,000,000 157,104 258,586 436,104
16 396,684 1,000,000 1,000,000 1,000,000 163,561 280,046 492,894
17 433,286 1,000,000 1,000,000 1,032,278 168,871 301,616 555,029
18 471,718 1,000,000 1,000,000 1,121,525 172,983 323,296 622,597
19 512,072 1,000,000 1,000,000 1,215,152 175,691 344,968 695,917
20 554,444 1,000,000 1,000,000 1,313,457 176,802 366,536 775,365
25 800,279 1,000,000 1,000,000 1,887,465 147,998 468,462 1,278,151
30 1,114,034 1,000,000 1,000,000 2,633,200 6,587 540,092 1,988,605
35 1,514,473 ** 1,000,000 3,610,895 ** 534,436 2,959,098
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies, if
policy loans are taken, or if Guaranteed Minimum Death Benefit after the tenth
Policy Year, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP $1,000,000 SUM INSURED
($500,000 BASIC SUM INSURED; $500,000 ADDITIONAL SUM INSURED) MALE, ISSUE
AGE 55, NONSMOKER UNDERWRITING CLASS FEMALE, ISSUE AGE 50, NONSMOKER
UNDERWRITING CLASS OPTION B DEATH BENEFIT NO GUARANTEED MINIMUM DEATH
BENEFIT OPTION AFTER TENTH POLICY YEAR PLANNED PREMIUM: $15,969* USING
MAXIMUM CHARGES

<TABLE>
<CAPTION>
Death Benefit Surrender Value
---------------------------------- ------------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at ---------------------------------- ------------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ---------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,768 $1,010,913 $1,011,607 $1,012,302 $ 10,913 $ 11,607 $ 12,302
2 34,374 1,022,754 1,024,884 1,027,098 22,754 24,884 27,098
3 52,861 1,034,312 1,038,636 1,043,306 34,312 38,636 43,306
4 72,271 1,045,805 1,053,105 1,061,296 45,805 53,105 61,296
5 92,653 1,056,972 1,068,049 1,080,970 56,972 68,049 80,970
6 114,053 1,068,839 1,084,554 1,103,611 68,839 84,554 103,611
7 136,524 1,080,307 1,101,554 1,128,340 80,307 101,554 128,340
8 160,118 1,091,339 1,119,024 1,155,324 91,339 119,024 155,324
9 184,891 1,101,898 1,136,941 1,184,748 101,898 136,941 184,748
10 210,904 1,111,936 1,155,265 1,216,801 111,936 155,265 216,801
11 238,217 1,121,901 1,174,484 1,252,248 121,901 174,484 252,248
12 266,895 1,131,205 1,194,011 1,290,780 131,205 194,011 290,780
13 297,008 1,139,755 1,213,754 1,332,602 139,755 213,754 332,602
14 328,626 1,147,431 1,233,586 1,377,909 147,431 233,586 377,909
15 361,825 1,154,096 1,253,355 1,426,895 154,096 253,355 426,895
16 396,684 1,159,599 1,272,886 1,479,761 159,599 272,886 479,761
17 433,286 1,163,708 1,291,909 1,536,634 163,708 291,909 536,634
18 471,718 1,166,354 1,310,309 1,597,826 166,354 310,309 597,826
19 512,072 1,167,286 1,327,776 1,663,487 167,286 327,776 663,487
20 554,444 1,166,276 1,344,005 1,733,800 166,276 344,005 733,800
25 800,279 1,120,901 1,391,317 2,159,119 120,901 391,317 1,159,119
30 1,114,034 ** 1,316,457 2,698,261 ** 316,457 1,698,261
35 1,514,473 ** ** 3,310,239 ** ** 2,310,239
</TABLE>

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies, if
policy loans are taken, or if Guaranteed Minimum Death Benefit after the tenth
Policy Year, or optional rider benefits are elected.
** Policy lapses unless additional premium payments are made.

<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 3 through 16.

<PAGE>

DESCRIPTION OF JOHN HANCOCK

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

The assets in each subaccount are invested in the corresponding fund of one of
the Series Funds, but the assets of one subaccount are not necessarily legally
insulated from liabilities associated with another subaccount. New subaccounts
may be added as new funds are added to the Series Funds and made available to
policy owners. Existing subaccounts may be deleted if existing funds are deleted
from the Series Funds.

We will purchase and redeem Series Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of a Series Fund
represent an interest in one of the funds of the Series Fund which corresponds
to a subaccount of the Account. Any dividend or capital gains distributions
received by the Account will be reinvested in shares of that same fund at their
net asset value as of the dates paid.

Our general account

<PAGE>

to the fixed investment option will accrue interest daily at an effective annual
rate of at least 4% without regard to the actual investment experience of the
general account.

PROCEDURES FOR ISSUANCE OF A POLICY

Minimum Initial Premium

Commencement of insurance coverage

The policy will take effect only if all of the following conditions are
satisfied:

. The policy is delivered to and received by the applicant.

. The Minimum Initial Premium is received by us.

. Each insured person is living and still meets our health criteria for
issuing insurance.

Backdating

<PAGE>

corporate-owned life insurance cases involving multiple policies to retain a
common monthly deduction date.

Temporary coverage prior to policy delivery

Monthly deduction dates

BASIC SUM INSURED VS. ADDITIONAL SUM INSURED

As noted earlier in this prospectus, you should consider a number of factors
in determining whether to elect coverage in the form of Basic Sum Insured or in
the form of Additional Sum Insured.

Any decision you make to modify the amount of Additional Sum Insured coverage
after issue can have significant tax consequences (see "Tax Considerations"
beginning on page __).

COMMENCEMENT OF INVESTMENT PERFORMANCE

<PAGE>

All other premium payments will be allocated among the investment options you
have chosen as soon as they are processed.

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

We will process any premium payment as of the day we receive it, unless one of
the following exceptions applies:

(1) We will process a payment received prior to a policy's date of issue as if
received on the date of issue.

. The tax problem resolves itself prior to the date the refund is to be
made; or

Transfers among investment options

Dollar cost averaging

Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.

<PAGE>

However, the amount transferred to any one investment option must be at least
$100.

Telephone transfers and policy loans

Effective date of other policy transactions

A requested change in Additional Sum Insured is effective on the policy
anniversary on or next following the date we approve the request.

The following transactions take effect on the monthly deduction date on or
next following the date we approve the request:

. Reinstatements of lapsed policies

. Change of death benefit Option from A to B

A change from Option B to Option A is effective on the monthly deduction date
on or next following the date we receive the request.

We process loans, surrenders, partial withdrawals and loan repayments as of
the day we receive such request or repayment.

EFFECTS OF POLICY LOANS

The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted from the amount otherwise payable when the policy
proceeds become payable.

<PAGE>

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

Effect of premium payment pattern

Monthly charges

Reduced charges for eligible classes

<PAGE>

uniformly to all prospective policy purchasers in the class and will not
unfairly discriminate against any owner.

HOW WE MARKET THE POLICIES

Representatives of Signator and the other broker-dealers mentioned above may
also earn "credits"

<PAGE>

toward qualification for attendance at certain business meetings sponsored by
John Hancock.

The offering of the policies is intended to be continuous, but neither John
Hancock nor Signator is obligated to sell any particular amount of policies.

TAX CONSIDERATIONS

Policy proceeds

It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if a Series Fund failed to meet certain
investment diversification or other requirements of the Code. If this were to
occur, you would be subject to income tax on the income and gains under the
policy for the period of the disqualification and for subsequent periods.

Tax consequences of ownership or receipt of policy proceeds under federal,
state and local estate, inheritance, gift and other tax laws depend on the
circumstances of each owner or beneficiary.

<PAGE>

7-pay premium limit

Corporate and H.R. 10 plans

REPORTS THAT YOU WILL RECEIVE

<PAGE>

payments, transfers among investment options, policy loans, partial withdrawals
and certain other policy transactions.

Semiannually we will send you a report containing the financial statements of
each Series Fund, including a list of securities held in each fund.

VOTING PRIVILEGES THAT YOU WILL HAVE

All of the assets in the subaccounts of the Account are invested in shares of
the corresponding funds of the Series Funds. We will vote the shares of each of
the funds of the Series Funds which are deemed attributable to variable life
insurance policies at regular and special meetings of the Series Funds'
shareholders in accordance with instructions received from owners of such
policies. Shares of the Series Funds held in the Account which are not
attributable to such policies, as well as shares for which instructions from
owners are not received, will be represented by us at the meeting. We will vote
such shares for and against each matter in the same proportions as the votes
based upon the instructions received from the owners of such policies.

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for the Series Fund's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
or Board of Directors of the Series Fund, ratification of the selection of
independent auditors, approval of Series Fund investment advisory agreements and
other matters requiring a shareholder vote. We will furnish owners with
information and forms to enable owners to give voting instructions.

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

<PAGE>

Other permissible changes

. Changes necessary to comply with or obtain or continue exemptions under
the federal securities laws

. Combining or removing investment options

. Changes in the form of organization of any separate account

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

WHEN WE PAY POLICY PROCEEDS

General

Delay to challenge coverage

Delay for check clearance

Delay of separate account proceeds

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

If more than one person owns a policy, all owners must join in most requests
to exercise rights under the policy.

<PAGE>

Assigning your policy

Your beneficiary

YEAR 2000 ISSUES

LEGAL MATTERS

REGISTRATION STATEMENT FILED WITH THE SEC

This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. More details may be obtained from
the SEC upon payment of the prescribed fee.

ACCOUNTING AND ACTUARIAL EXPERTS

<PAGE>

been examined by Deborah A. Poppel, F.S.A.,an Actuary of John Hancock.

FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

<PAGE>

LIST 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:

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

<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 19, 1999

<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.

<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.

<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.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

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

<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 significant accounting practices of the Company are as follows:

<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 real estate held for sale,
which are classified with investment properties, are carried at the lower of
cost or fair value.

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

<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 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 carrying amounts in the statement of financial position for policy loans
approximate their fair values.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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.

<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.

The Company made federal tax payments of $74.9 million in 1998 and $146.4
million in 1997.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

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

Reclassification: Certain 1997 amounts have been reclassified to conform to the
1998 presentation.

NOTE 2--SURPLUS NOTES

NOTE 3--BORROWED MONEY

Interest paid on borrowed money was $6.6 million and $21.2 million during 1998
and 1997, respectively.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
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 gains (losses) consist of the following items:

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

<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:

Gross gains of $126.4 million in 1998 and $61.5 million in 1997 and gross losses
of $62.3 million in 1998 and $86.6 million in 1997 were realized from the sale
of bonds.

At December 31, 1998, bonds with an admitted asset value of $18.9 million were
on deposit with state insurance departments to satisfy regulatory requirements.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

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

NOTE 7--REINSURANCE

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 7--REINSURANCE--CONTINUED

NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

The changes in benefit obligation and plan assets are summarized as follows:

The assumptions used in accounting for the benefit plans were as follows:

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 8--BENEFITS PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS--CONTINUED

Net periodic benefit (credit) cost includes the following components:

NOTE 9--AFFILIATES

The Company received dividends of $62.2 million and $65.9 million in 1998 and
1997, respectively, from unconsolidated affiliates.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 10--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The notional amounts, carrying values and estimated fair values of the Company's
derivative instruments are as follows at December 31:

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 11--LEASES

NOTE 12--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND
OBLIGATIONS RELATED TO SEPARATE ACCOUNTS

Any liquidation costs associated with the $14.8 billion of separate accounts
subject to discretionary withdrawal are sustained by the separate account
contractholders and not by the general account.

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--COMMITMENTS AND CONTINGENCIES

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 13--COMMITMENTS AND CONTINGENCIES--CONTINUED

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)

<PAGE>

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 15--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

<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 10, 1999

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1998

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1998

See accompanying notes.

<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.

<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.

<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.

<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.

<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.

<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).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

<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.

<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.

<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.

<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.

<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.

<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>
EMERGING SMALL/ HIGH
MARKETS GLOBAL BOND MID CAP YIELD
FRONTIER CAPITAL APPRECIATION EQUITY EQUITY INDEX CORE BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
-------------------------------- ---------- ---------- ---------- ---------- ------------
1998 1997 1996* 1998** 1998** 1998** 1998** 1998**
----------- --------- --------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income (loss) . . $ (614) $ 5,054 $ (477) $ 1 $ 57 $ 285 $ (48) $ 48
Net realized gain (loss) . . . . 23,061 8,970 6,683 (1) (16) (26) (1,957) (108)
Net unrealized appreciation
(depreciation) during the period (840) 32,469 1,317 (48) (303) (147) 1,888 (19)
---------- -------- -------- ---- ------- ------- ------- ------
Net increase (decrease) in net
assets resulting from operations 21,607 46,493 7,523 (48) (262) 112 (117) (79)
From policyholder transactions:
Net premiums from policyholders -- 138,553 230,461 -- -- -- -- --
Net benefits to policyholders . -- (70,647) (78,775) -- -- -- -- --
Net increase in policy loans . . -- -- -- -- -- -- -- --
---------- -------- -------- ---- ------- ------- ------- ------
Net increase in net assets
resulting from policyholder
transactions . . . . . . . . . . 2,237,913 67,906 151,686 777 16,757 14,437 32,816 5,532
---------- -------- -------- ---- ------- ------- ------- ------
Net increase in net assets . . . 2,259,520 114,399 159,209 729 16,495 14,549 32,699 5,453
Net assets at beginning of period 273,608 159,209 0 0 0 0 0 0
---------- -------- -------- ---- ------- ------- ------- ------
Net assets at end of period . . . $2,533,128 $273,608 $159,209 $729 $16,495 $14,549 $32,699 $5,453
========== ======== ======== ==== ======= ======= ======= ======
</TABLE>

- ---------
* From May 1, 1996 (commencement of operations).
** From May 1, 1998 (commencement of operations).

See accompanying notes.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ORGANIZATION

2. SIGNIFICANT ACCOUNTING POLICIES

Estimates

Valuation of Investments

Federal Income Taxes

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

<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, 1998 were as follows:

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(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 1998,
were as follows:

5. IMPACT OF YEAR 2000 (UNAUDITED)

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The continuous awareness campaign serves several purposes: defining the
problem, gaining executive level support and sponsorship, establishing a team
and overall strategy, and assessing existing information system management
resources. Additionally, the awareness campaign establishes an education process
to ensure that all employees are aware of the Year 2000 issue and knowledgeable
of their role in securing solutions.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. As of December 31, 1998, the renovation phase was substantially
complete for computer applications, systems and desktops. For all remaining
components the renovation phase is underway and will be complete before the end
of the second quarter of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. John Hancock is concurrently performing implementation
during the renovation phase and plans to complete this phase before the end of
the second quarter of 1999.

<PAGE>

JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<PAGE>

ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

This index should help you locate more information about many of the important
concepts in this prospectus.

<TABLE>
<CAPTION>
KEY WORD OR PHRASE PAGE KEY WORD OR PHRASE PAGE
<S> <C> <C> <C> <C>
Account . . . . . . . 23 25
account value . . . . 7 8

Additional Sum Insured 12

annual processing date 8

attained age. . . . . 8

Basic Sum Insured . . 4
beneficiary . . . . . 23 11
business day. . . . . 23 9
changing Option A or B 27 14
changing the Total Sum
Insured . . . . . . 13 5
charges . . . . . . . 7 25

Code. . . . . . . . . 29
cost of insurance
rates. . . . . . . . 8 25
date of issue . . . . 25 4
death benefit . . . . 3 2
deductions. . . . . . 7 16
dollar cost averaging 10 6
expenses of the Series
Funds . . . . . . . 9 7
fixed investment
option . . . . . . . 24 2
full surrender. . . . 11 23

fund. . . . . . . . . 2
grace period. . . . . 6 1
guaranteed minimum
death benefit . . . 6 12
Guaranteed Minimum
Death Benefit Premium 6 23
insurance charge. . . 8 11
insured person. . . . 4 11
investment options. . 1 8
John Hancock . . . . 23 29
John Hancock Variable
Series Trust . . . . 2 16

lapse . . . . . . . . 6

loan. . . . . . . . . 11 10

loan interest . . . . 12 1

maximum premiums. . . 5 23
Minimum Initial
Premium. . . . . . . 24 11
minimum insurance
amount . . . . . . . 13 9

minimum premiums. . . 5 4
modified endowment
contract . . . . . . 30
</TABLE>

<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.

Two prospectuses consisting of __ pages each.

The undertaking to file reports.

The undertaking regarding indemnification.

The signatures.

The following exhibits:
<PAGE>

1.A. (1) John Hancock Board Resolution establishing the separate account
included in Post-Effective Amendment No. 2 to this Form S-6
Registration Statement, filed April 1995.

(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 for 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 for John Hancock Variable Life
Account S (File No. 333-15075) filed April 18, 1997.

(c) Schedule of sales commissions included in the text under the
heading "Distribution of Policies" in the prospectus filed as
part of this Post-Effective Amendment.

(4) Not Applicable.

(5) (a) Form of survivorship variable life insurance policy, included in
Pre-Effective Amendment No. 1 to this Form S-6 Registration
Statement, filed on October 29, 1993.

(b) Form of rider option to split policy, included in the initial
Form S-6 Registration Statement of this Account, filed June 11,
1993.

(6) Charter and By-Laws of John Hancock Mutual Life Insurance Company,
previously filed electronically on April 12, 1996.

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) Form of application for Policy included in Pre-Effective Amendment
No. 1 to this Form S-6 registration statement, filed October 29,
1993.

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

3. Opinion and consent of counsel as to securities being registered included
in Pre-Effective Amendment No. 1 to this Form S-6 registration statement,
filed October 29, 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-3(T)(b)(12)(iii), included in
Pre-Effective Amendment No. 1 to this Form S-6 registration statement filed
on October 29, 1993.

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,
previously filed electronically on April 12, 1996.

10. Representations, Description and Undertaking pursuant to Rule 6e-
3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940, included in
the initial Form S-6 Registration Statement of this Account, filed June 11,
1993.

11. 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, 1999.

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY

(SEAL)
/s/ Stephen L. Brown

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

/s/ Ronald J. Bocage

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
/s/ Thomas E. Moloney and Chief Financial Officer
(Principal Financial Officer
THOMAS E. MOLONEY and Acting Principal Accounting
- ----------------- Officer)
Thomas E. Moloney April 29, 1999

/s/ Stephen L. Brown 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 29, 1999

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

Nelson S. Gifford Director E. James Morton Director
John M. Connors Director Joan T. Bok Director
Robert J. Tarr, Jr. Director Robert E. Fast Director
I. MacAllister Booth Director Samuel W. Bodman Director
Michael C. Hawley Director Kathleen F. Feldstein Director
Richard F. Syron Director
Wayne A. Budd Director
Edward H. Linde Director

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, 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, 1999.

On behalf of the Registrant

By John Hancock Mutual Life Insurance Company
(Depositor)

(SEAL)

/s/ Stephen L. Brown

By STEPHEN L. BROWN
----------------
Stephen L. Brown
Chairman of the
Board
/s/ Ronald J. Bocage

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

<PAGE>

EXHIBIT 6

[John Hancock Mutual Life Insurance Company Letterhead]

April 30, 1999

Board of Directors of the John Hancock Mutual Life Insurance Company

Re: Actuarial Opinion:

Members of the Board:

This opinion is furnished in connection with the filing the Amendment
to the Registration Statement on Form S-6 in which this opinion is being filed
as an exhibit, pursuant to the Securities Act of 1933, as amended, with respect
to variable life insurance policies under which amounts will be allocated to one
or more of the subaccounts of one or more variable life insurance separate
accounts. The policies described in the prospectus(es) in said Amendment.

The policy form was reviewed under my direction, and I am familiar with
the amended Registration Statement and exhibits. In my opinion, the
illustrations of policy benefits, values, and accumulated premiums shown in the
prospectus(es) (or appendix thereto) included in the Amendment, based on the
assumptions stated with the illustrations, are consistent with the provisions of
the policies Such assumptions, including, to the extent applicable, the current
cost of insurance rates, current scheduled rates of other charges, current
dividend scales, and any other currently scheduled credits, are reasonable. The
policies have not been designed so as to make the relationship between premiums
and benefits, as shown in the illustrations, appear disproportionately more
favorable to a prospective purchaser of a policy for an insured person(s) with
the characteristics illustrated than to a prospective purchaser of a policy for
an insured person(s) with other characteristics; nor have the particular
examples set forth in the illustrations been selected for the purpose of making
this relationship appear more favorable.

I hereby consent to the filing of this opinion as an exhibit to the
amended Registration Statement and to the use of my name under the heading
"Experts" or "Accounting and Actuarial Experts" in the propectus(es).

Deborah A. Poppel, FSA
Senior Associate Actuary

<PAGE>

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 10, 1999, with respect
to the financial statements of John Hancock Mutual Variable Life Insurance
Account UV, and dated February 19, 1999, with respect to the financial
statements of John Hancock Mutual Life Insurance Company, included in this Post-
Effective Amendment No. 7 to the Registration Statement (Form S-6, No. 33-
64364).

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

Boston, Massachusetts
April 28, 1999

<PAGE>

EXHIBIT 11

[LETTERHEAD OF JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY]

April 26, 1999

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

John Hancock Mutual Variable Life Account UV
File Nos. 33-64364 and 811-7766

Commissioners:

This opinion is being furnished with respect to the filing of
Post-Effective Amendment No. 7 under the Securities Act of 1933 on the Form S-6
Registration Statement of John Hancock Mutual Variable Life Account UV as
required by Rule 485 under the 1933 Act.

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