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                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S



                          SUPPLEMENT DATED MAY 24, 1999
                                      TO
                          PROSPECTUS DATED MAY 3, 1999
                               MASSACHUSETTS ONLY


Notwithstanding any language in the prospectus to the contrary, the following
shall apply with respect to policies delivered or issued for delivery in the
Commonwealth of Massachusetts:


     (a) The Guaranteed Minimum Death Benefit feature will apply only during the
         first five Policy years.
     (b) There is no option to extend the Guaranteed Minimum Death Benefit
         feature beyond the first five Policy years and, as a consequence, there
         can be no Guaranteed Minimum Death Benefit Charge assessed under the
         Policy.



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