HANCOCK JOHN VARIABLE LIFE ACCOUNT S
485BPOS, 1999-12-07
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<PAGE>


                                            Registration No. 333-425
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S
                             (Exact name of trust)

                  JOHN HANCOCK VARIABLE 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:
                            THOMAS C. LAUERMAN, 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)

 /X/ immediately upon filing pursuant to paragraph (b) of Rule 485
 --

 / / on (date) 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

 /X/ 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
- ----------------                 ---------------------

1                                Additional Information-How we
                                 support the policy and investment
                                 options-Separate Account S

2                                Cover Page

3                                Not applicable

4                                Additional Information-How we
                                 we market the policies

5, 6                             Additional Information-How we
                                 support the policy and investment
                                 options-Separate Account S

7, 8, 9                          Not applicable

10(a),(b),(c),(d)                Basic Information-How can I access my
                                 investment in the policy?; Basic Information-
                                 How can I change my policy's investment
                                 allocations?; Basic Information-Who owns the
                                 policy?

10(e)                            Basic Information-Is there a minimum amount I
                                 must invest?

10(f)                            Additional Information-Voting privileges that
                                 you will have

10(g),(h)                        Additional Information-Changes that JHVLICO
                                 can make as to your policy

10(i)                            Not applicable

11, 12                           Cover Page

13                               Basic Information-What charges will JHVLICO
                                 deduct from my investment in the policy?; Basic
                                 Information-What charges will the Trust deduct
                                 from my investment in the policy?; Basic
                                 Information-What other changes could JHVLICO
                                 impose in the future?

14, 15                           Additional Information-Procedures for issuance
                                 of a policy; Additional Information-How we
                                 process certain policy transactions

16                               Additional Information-How we process certain
                                 policy transactions


<PAGE>

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

17                               Basic information-How do I communicate with
                                 JHVLICO?; Basic Information-Is there a minimum
                                 amount I must invest?; Additional Information
                                 Effects of policy loans

18                               Basic Information-How will the value of my
                                 investment in the policy change over time?;
                                 Additional Information-How we support the
                                 policy and investment options

19                               Additional Information-Reports that you will
                                 receive

20                               Not applicable

21                               Basic Information-How can I access my
                                 investment in the policy?; Additional
                                 Information-Effects of policy loans

22, 23                           Not applicable

24                               Additional Information-Adjustments we make to
                                 death benefits

25                               Additional Information-Description of JHVLICO

26                               Basic Information-What charges will JHVLICO
                                 deduct from my investment in the policy?; Basic
                                 Information-What charges will the Trust deduct
                                 from my investment in the policy?

27                               Additional Information-Reports that you will
                                 receive

28                               Additional Information-List of Directors and
                                 Executive Officers of JHVLICO

29                               Additional Information-Description of JHVLICO

30, 31, 32, 33, 34               Not applicable

35                               Additional Information-Description of JHVLICO

36, 37                           Not applicable

38, 39                           Additional Information-How we market the
                                 policies

40                               Not applicable

41(a)                            Additional Information-How we market the
                                 policies
<PAGE>

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

41(b), (c), (d), 42, 43          Not applicable

44                               Additional Information-How we support the
                                 policy and investment options-Separate
                                 Account S

45                               Not applicable

46, 47                           Additional Information-How we support the
                                 policy and investment options-Separate
                                 Account S; Additional Information-When we pay
                                 policy proceeds

48, 49, 50                       Not applicable

51(a)-(f)                        Cover Page; Basic Information-What is the
                                 policy?

51(g)                            Basic Information-How can I invest money in the
                                 policy?; Basic Information-Is there a minimum
                                 amount I must invest?

51(h)-(j)                        Not applicable

52                               Additional Information-Changes that JHVLICO can
                                 make as to your policy

53(a)                            Cover Page; Additional Information-How we
                                 support the policy and investment options

53(b), 54, 55, 56, 57, 58        Not applicable

59                               Financial Statements of JHVLICO and the Account

<PAGE>

                      PROSPECTUS DATED ___________, 1999

                     MEDALLION EXECUTIVE VARIABLE LIFE III

               a flexible premium variable life insurance policy
                                   issued by

           JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY ("JHVLICO")

                         JHVLICO 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 JHVLICO 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 JHVLICO and Separate Account S. These start on page
       40.

     . Finally, there is an Alphabetical Index of Key Words and Phrases at
       the back of the prospectus on page 79.

 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.

                                       2

<PAGE>

                               BASIC INFORMATION

  This part of the prospectus provides answers to commonly asked questions about
the policy.

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 JHVLICO deduct from my investment in the     7-9
policy?. . . . . . . . . . . . . . . . . . . . .
 .What charges will the Trust deduct from my investment in the   9
policy?. . . . . . . . . . . . . . . . . . . . .
 .What other charges could JHVLICO 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 JHVLICO pay when the insured person dies?        12-13
 .What optional rider benefits can I choose?. . .

 .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 JHVLICO pays out policy         14
proceeds?. . . . . . . . . . . . . . . . . . . .
 .To what extent can JHVLICO 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 JHVLICO?. . . . . . .                15-16

Here are the page numbers where the questions and answers appear:

                                       3
<PAGE>

 WHAT IS THE POLICY?

  The policy's primary purpose is to provide lifetime protection against
economic loss due to the death of the 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 if the insured person dies (we call
this the "death benefit") may be similarly affected.

  While the insured person 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.

                                       4
<PAGE>

Minimum premium payment

  Each premium payment must be at least $50.

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. 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 person doesn't provide us with adequate evidence that he
       or she continues 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 death benefit feature from terminating.

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 Variable Life Insurance
Company." Premiums after the first must be sent to the JHVLICO 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, 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 JHVLICO representative or by contacting the JHVLICO Life
Servicing Office.

 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 death benefit feature" below).

                                       5
<PAGE>

Lapse and reinstatement

  Either your entire policy or the Additional Sum Insured portion of your Total
Sum Insured can terminate (i.e., "lapse") for failure to pay charges due under
the policy. If the guaranteed death benefit feature is in effect, only the
Additional Sum Insured, if any, can lapse. If the guaranteed 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 quarterly
processing 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
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 insured person still meets
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 death benefit is
not in effect and the 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. (The "quarterly
processing dates" are every third monthly deduction date. The term "monthly
deduction date" is defined on page 28 under "Procedures for issuance of a
policy".)

Guaranteed death benefit feature

   This feature guarantees that your Basic Sum Insured will not lapse during the
first 5 policy years, regardless of adverse investment performance, if on each
quarterly processing date during that 5 year period the amount of cumulative
premiums you have paid (less all withdrawals from the policy and all outstanding
loans) equals or exceeds the sum of all Guaranteed Death Benefit Premiums due to
date. The annual Guaranteed Death Benefit Premium (or "GDB Premium) is defined
in the policy and one-twelfth of that amount is "due" on each monthly deduction
date. If the Guaranteed Death Benefit test is not satisfied on any quarterly
processing date, the guaranteed death benefit feature will not be "in effect" on
that quarterly processing date.

  No GDB 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
GDB 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
JHVLICO pay when the insured person dies?" on page 12).

  The guaranteed 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
     ---
JHVLICO pay when the insured person dies?" on page 12).

  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.

                                       6
<PAGE>

 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 to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" beginning on page 28.)

  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 JHVLICO 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 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 JHVLICO 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 1.60% of each premium.
  We guarantee that this charge will never exceed 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 1.0% of

                                       7
<PAGE>

  each premium. We guarantee that this charge will never exceed 1.25% of
  each premium.

 . Premium sales charge - A charge to help defray our sales costs. The
 ----------------------
  current charge is a percentage of a certain portion of the premium you
  pay. The percentage is 7% in policy years 1 through 10. We currently
  intend to stop making this charge on premiums received after the 10th
  policy year, but this is not guaranteed. Because policies of this type
  were first offered for sale in 1999, no termination of this charge has yet
  occurred. In no event will the charge exceed 3% after the 10th policy
  year. The portion of each year's premium that is currently subject to the
  charge is called the "Target Premium". It's determined at the time the
  policy is issued and will appear in the "Policy Specifications" section of
  the policy. We currently impose no sales charge on premiums in excess of
  the Target Premium.  However, we reserve the right to impose a charge of
  up to 3% of such excess premiums paid in any policy year.

 . Optional enhanced cash value rider charge - A charge to cover the cost of
 -------------------------------------------
  this rider, if elected, equal to 1% of premium paid in the first policy
  year that does not exceed the Target Premium.

Deductions from account value

 . Maintenance charge - A monthly charge to help defray our administrative
 --------------------
  costs. This is a flat dollar charge of up to $15 (currently $10). We
  currently intend to stop making this charge after the 10th policy year,
  but this is not guaranteed.

 . 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 the insured person, 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 the insured person's attained age increases. (The insured
  person's "attained age" on any date is his or her age on the birthday
  nearest that date.) 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 the insured person is subject to certain
  types of special insurance risk.

 . Asset-based risk charge - A monthly charge for mortality and expense
 -------------------------
  risks we assume. The charge is a percentage of that portion of your
  account value allocated to variable investment options.  The current
                             --------
  percentages are .0501% for policy years 1 - 10, .0292% for policy years 11
  - 20, and .0125% thereafter. These percentages equate to effective annual
  rates of .60%, .35% and .15%, respectively. The reductions after 10

                                       8
<PAGE>

  and 20 years have not occurred yet under any policy, since no policy has
  yet been outstanding for 10 years. We guarantee that this charge will
  never exceed .0753% of that portion of your account value allocated to
  variable investment options.  This percentage equates to an effective
  annual rate of .90%.  This charge does not apply to the fixed investment
  option.

 . Optional benefits charge - Monthly charges for any optional insurance
 --------------------------
  benefits added to the policy by means of a rider (other than the enhanced
  cash value rider). We currently do not offer any rider for which such a
  charge is made, but we may offer such riders in the future.

 . 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 for 1998 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>



                                       9

<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 JHVLICO IMPOSE IN THE FUTURE?

  Except for the DAC tax charge, we currently make no charge for our Federal
income taxes. However, if we incur, or expect to incur, additional income taxes
attributable to any subaccount of the Account or this class of policies in
future years, we reserve the right to make a charge for such  taxes. 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.

 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
total 100%.

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 in each policy year.

 . The most you can transfer at any one time is the greater of $500 or 20%
  of the assets in your fixed investment option.

 We reserve the right to impose limits on:

 . the minimum amount of each transfer out of the fixed investment option;

 . the maximum amount of any transfer into the fixed investment option after
  the second policy year; and

 . the number and frequency of transfers out of the variable investment
  options.

                                       10
<PAGE>

 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. 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.
Generally, 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 surrender 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 $100,000 or the policy's Basic Sum Insured to
fall below $20,000. Because it reduces the account value, any partial withdrawal
will reduce your death benefit under either Option A or Option B (see "How much
will JHVLICO pay when the insured person dies?" on page 13). Under Option A,
such a partial withdrawal may also reduce the Total Sum Insured. This will
happen only if the minimum insurance amount under Option A is equal to or less
than the Total Sum Insured. Any such reduction in the Total Sum Insured will be
implemented by first reducing any Additional Sum Insured then in effect. The
Basic Sum Insured will be reduced only after the Additional Sum Insured has been
reduced to zero. If such a reduction in Total Sum Insured would cause the policy
to fail the Internal Revenue Code's definition of life insurance, we will not
permit the partial withdrawal.

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. The maximum amount you can
borrow is determined as follows:

     . We first determine the surrender value of your policy.

     . We then subtract an amount equal to 12 times the monthly charges then
       being deducted from account value.

     . We then multiply the resulting amount by .75% in policy years 1
       through 10, .50% in policy years 11 through 20, and .25% thereafter.

     . We then subtract the third item above from the second item above.

  The minimum amount of each loan is $1,000. The interest charged on any loan is
an effective annual rate of 4.75% in the first 10 policy years, 4.50% in policy
years 11 through 20,


                                       11
<PAGE>

and 4.25% 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 JHVLICO PAY WHEN THE 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 person. 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 limitation on how much Additional Sum
Insured you can have is that it generally cannot exceed 400% of the Basic Sum
Insured. 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 insured person 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:

     . Option A - The death benefit will equal the greater of (1) the Total
       Sum Insured 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, 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


                                       12
<PAGE>

account value will tend to be higher under Option A than under Option B for the
same premium payments.

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.
There are two tests that can be applied under Federal tax law - - the "guideline
premium and cash value corridor test" and the "cash value accumulation test."
When you elect the Option A death benefit, you must also elect which test you
wish to have applied. If you elect the Option B death benefit, the guideline
premium and cash value corridor test will automatically be applied. Under the
guideline premium and cash value corridor test, we compute the minimum insurance
amount each business day by multiplying the account value on that date by the
so-called "corridor factor" applicable on that date. The corridor factors are
derived by applying the guideline premium and cash value corridor test. The
corridor factor starts out at 2.50 for ages at or below 40 and decreases as
attained age increases, reaching a low of 1.0 at age 95. A table showing the
factor for each age will appear in the policy. Under the cash value accumulation
test, we compute the minimum insurance amount each business day by multiplying
the account value on that date by the so-called "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 as attained age
increases. A table showing the factor for each age will appear in the policy.

  As noted above, you have to elect which test will be applied if you elect the
Option A death benefit. The cash value accumulation test may be preferable if
you want an increasing death benefit in later policy years and/or want to fund
the policy at the "7 pay" limit for the full 7 years (see "Tax Considerations"
beginning on page __). The guideline premium and cash value corridor test may be
preferable if you want the account value under the policy to increase without
increasing the death benefit as quickly as might otherwise be required.

When the insured person reaches 100

  On the policy anniversary nearest the insured person's 100th birthday, the
death benefit will become equal to the account value on the date of death. Death
benefit Options A and B (as described above) will cease to apply. Also, we will
stop deducting any monthly charges (other than the asset-based risk charge) and
will stop accepting any premium payments.

 WHAT OPTIONAL RIDER BENEFITS CAN I CHOOSE?

Optional enhanced cash value rider

  If you surrender the policy at any time during the first 5 policy years and
this rider is then in effect, we will pay an Enhanced Cash Value Benefit. The
Benefit is paid in addition to the policy surrender value. The Benefit is equal
to a percentage of first year premiums paid up to the Target Premium. The
percentage will be specified in the policy. Also, if you die during the first 5
policy years and the rider is in effect, we will increase the policy's account
value by the amount of the Benefit in determining the death benefit payable.
Since the rider increases the amount of insurance for which we are at risk, it
increases the amount of the insurance charge described on


                                       13
<PAGE>

page __. The maximum amount you may borrow from the policy or withdraw from the
policy through partial withdrawals is not effected by this rider. This rider can
only be elected at the time of application for the policy.

Other riders

  We currently offer no other optional riders, but we may do so in the future.

 HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

  You may request an increase in the Additional Sum Insured at any time. (As to
when such an increase would take effect, see "Effective date of other policy
transactions" on page __.) Generally, each such increase must be at least
$50,000. However, you will have to provide us with evidence that the insured
person still meets our requirements for issuing insurance coverage.

Decrease in coverage

  After the first policy year, you may request a reduction in the Total Sum
Insured at any time, but only if:

     . the remaining Basic Sum Insured will be at least $20,000,

     . the remaining Total Sum Insured will be at least $100,000, 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.

Change of death benefit option

  At any time, you may change your coverage from death benefit Option A to
Option B or vice-versa, but only if there is no change in the Federal tax law
test used to determine the minimum insurance amount.. If you change from Option
A to Option B, we will require evidence that the insured person still meets 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.

 CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

  You have the right to cancel your policy within 10 days (or longer in some
states) after you receive it. This is often referred to as the "free look"
period. To cancel your policy, simply deliver or mail the policy to:


                                       14
<PAGE>

     .  JHVLICO at one of the addresses shown on page 1, or

     .  the JHVLICO 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 JHVLICO 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 JHVLICO 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

     . Option 3 - 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.


                                       15
<PAGE>

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 JHVLICO 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 JHVLICO 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.

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

 HOW DO I COMMUNICATE WITH JHVLICO?

General Rules

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


                                       16
<PAGE>

  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 JHVLICO Life Servicing Office
at the appropriate address shown on page 1. You should also send notice of the
insured person's death and related documentation to the JHVLICO 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 JHVLICO Life Servicing
Office or your JHVLICO 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.

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


                                       17
<PAGE>

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 persons or entities that use programmed or 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.


                                       18
<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 a specified issue age, 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 gross annual rates of 0%, 6% and 12% (i.e.,
before any fees or expenses deducted from Trust assets). After the deduction of
average fees and expenses at the Trust level (as described below) the
corresponding net annual rates of return would be -.66%, 5.30% and 11.20%.
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 preferred 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 JHVLICO will apply in each year illustrated, including the intended waiver of
the premium sales charge after the tenth policy year. 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.

  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 charge shown above for all other
Trust operating expenses reflects reimbursements to certain funds by John
Hancock as described in the footnote to the table on page 9. We currently expect
that reimbursement arrangement to continue indefinitely, but that is not
guaranteed.

  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 person's issue age, sex and underwriting risk
classification, and the Total Sum Insured and annual Planned Premium amount
requested.


                                       19
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION A DEATH BENEFIT
    GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST PLANNED PREMIUM: $2,212*
    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          $  2,323       $100,000  $100,000  $100,000  $ 1,855  $  1,970   $  2,085
   2             4,761        100,000   100,000   100,000    3,575     3,916      4,271
   3             7,322        100,000   100,000   100,000    5,243     5,923      6,658
   4            10,011        100,000   100,000   100,000    6,871     8,004      9,280
   5            12,834        100,000   100,000   100,000    8,470    10,175     12,172
   6            15,798        100,000   100,000   100,000   10,024    12,424     15,350
   7            18,911        100,000   100,000   100,000   11,537    14,757     18,846
   8            22,179        100,000   100,000   100,000   13,006    17,177     22,696
   9            25,610        100,000   100,000   100,000   14,455    19,712     26,959
  10            29,213        100,000   100,000   100,000   15,884    22,367     31,682
  11            32,997        100,000   100,000   100,000   17,586    25,476     37,289
  12            36,969        100,000   100,000   100,000   19,241    28,716     43,498
  13            41,140        100,000   100,000   100,000   20,841    32,089     50,377
  14            45,520        100,000   100,000   100,000   22,392    35,609     58,012
  15            50,118        100,000   100,000   100,000   23,894    39,286     66,497
  16            54,947        100,000   100,000   100,000   25,355    43,138     75,942
  17            60,017        100,000   100,000   108,895   26,751    47,160     86,425
  18            65,340        100,000   100,000   121,541   28,082    51,365     98,017
  19            70,930        100,000   100,000   135,220   29,345    55,767    110,836
  20            76,799        100,000   100,000   150,015   30,533    60,381    125,012
  25           110,851        100,000   101,628   257,608   35,817    88,372    224,007
  30           154,311        100,000   131,103   409,488   39,077   124,860    389,989
  35           209,778        100,000   180,277   703,177   39,050   171,692    669,692
</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 Additional Sum Insured, 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.


                                       20
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION A DEATH BENEFIT
    GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST PLANNED PREMIUM: $2,212*
    USING MAXIMUM CHARGES


<TABLE>
<CAPTION>
                                    Death Benefits              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          $  2,323       $100,000  $100,000  $100,000  $ 1,325  $ 1,422   $  1,519
   2             4,761        100,000   100,000   100,000    2,599    2,875      3,164
   3             7,322        100,000   100,000   100,000    3,821    4,360      4,946
   4            10,011        100,000   100,000   100,000    4,991    5,877      6,879
   5            12,834        100,000   100,000   100,000    6,106    7,425      8,978
   6            15,798        100,000   100,000   100,000    7,164    9,003     11,260
   7            18,911        100,000   100,000   100,000    8,159   10,607     13,738
   8            22,179        100,000   100,000   100,000    9,086   12,233     16,432
   9            25,610        100,000   100,000   100,000    9,939   13,878     19,361
  10            29,213        100,000   100,000   100,000   10,711   15,534     22,548
  11            32,997        100,000   100,000   100,000   11,485   17,295     26,122
  12            36,969        100,000   100,000   100,000   12,169   19,069     30,030
  13            41,140        100,000   100,000   100,000   12,760   20,857     34,314
  14            45,520        100,000   100,000   100,000   13,254   22,658     39,023
  15            50,118        100,000   100,000   100,000   13,645   24,470     44,215
  16            54,947        100,000   100,000   100,000   13,923   26,290     49,951
  17            60,017        100,000   100,000   100,000   14,076   28,109     56,307
  18            65,340        100,000   100,000   100,000   14,086   29,921     63,370
  19            70,930        100,000   100,000   100,000   13,935   31,714     71,245
  20            76,799        100,000   100,000   100,000   13,602   33,480     80,062
  25           110,851        100,000   100,000   160,401    8,473   41,681    139,479
  30           154,311             **   100,000   245,726       **   47,621    234,025
  35           209,778             **   100,000   405,737       **   47,060    386,417
</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 Additional Sum Insured, or optional rider
  benefits are elected.
** Policy lapses unless additional premium payments are made.

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.


                                       21
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION B DEATH BENEFIT
    GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST PLANNED PREMIUM: $2,212*
    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          $  2,323       $101,855  $101,970  $102,085  $ 1,855  $  1,970   $  2,085
   2             4,761        103,571   103,912   104,266    3,571     3,912      4,266
   3             7,322        105,230   105,908   106,642    5,230     5,908      6,642
   4            10,011        106,846   107,975   109,246    6,846     7,975      9,246
   5            12,834        108,429   110,125   112,111    8,429    10,125     12,111
   6            15,798        109,962   112,344   115,249    9,962    12,344     15,249
   7            18,911        111,447   114,636   118,687   11,447    14,636     18,687
   8            22,179        112,880   117,003   122,455   12,880    17,003     22,455
   9            25,610        114,288   119,472   126,615   14,288    19,472     26,615
  10            29,213        115,672   122,049   131,208   15,672    22,049     31,208
  11            32,997        117,317   125,057   136,639   17,317    25,057     36,639
  12            36,969        118,902   128,168   142,613   18,902    28,168     42,613
  13            41,140        120,415   131,374   149,177   20,415    31,374     49,177
  14            45,520        121,860   134,685   156,399   21,860    34,685     56,399
  15            50,118        123,238   138,105   164,351   23,238    38,105     64,351
  16            54,947        124,555   141,644   173,116   24,555    41,644     73,116
  17            60,017        125,780   145,277   182,750   25,780    45,277     82,750
  18            65,340        126,908   149,002   193,342   26,908    49,002     93,342
  19            70,930        127,932   152,815   204,987   27,932    52,815    104,987
  20            76,799        128,842   156,709   217,787   28,842    56,709    117,787
  25           110,851        132,065   178,345   306,108   32,065    78,345    206,108
  30           154,311        131,752   202,245   451,099   31,752   102,245    351,099
  35           209,778        125,879   226,561   689,116   25,879   126,561    589,116
</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 Additional Sum Insured, 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.


                                       22
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION B DEATH BENEFIT
    GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST PLANNED PREMIUM: $2,212*
    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          $  2,323       $101,317  $101,414  $101,511  $ 1,317  $ 1,414   $  1,511
   2             4,761        102,577   102,851   103,137    2,577    2,851      3,137
   3             7,322        103,778   104,310   104,888    3,778    4,310      4,888
   4            10,011        104,918   105,789   106,775    4,918    5,789      6,775
   5            12,834        105,994   107,285   108,805    5,994    7,285      8,805
   6            15,798        107,003   108,794   110,990    7,003    8,794     10,990
   7            18,911        107,938   110,308   113,338    7,938   10,308     13,338
   8            22,179        108,793   111,821   115,856    8,793   11,821     15,856
   9            25,610        109,559   113,322   118,553    9,559   13,322     18,553
  10            29,213        110,229   114,801   121,436   10,229   14,801     21,436
  11            32,997        110,885   116,342   124,617   10,885   16,342     24,617
  12            36,969        111,432   117,849   128,018   11,432   17,849     28,018
  13            41,140        111,867   119,315   131,659   11,867   19,315     31,659
  14            45,520        112,185   120,731   135,556   12,185   20,731     35,556
  15            50,118        112,380   122,087   139,727   12,380   22,087     39,727
  16            54,947        112,441   123,366   144,186   12,441   23,366     44,186
  17            60,017        112,354   124,550   148,946   12,354   24,550     48,946
  18            65,340        112,102   125,613   154,018   12,102   25,613     54,018
  19            70,930        111,666   126,529   159,411   11,666   26,529     59,411
  20            76,799        111,027   127,267   165,133   11,027   27,267     65,133
  25           110,851        104,258   127,331   199,243    4,258   27,331     99,243
  30           154,311             **   117,308   243,263       **   17,308    143,263
  35           209,778             **        **   295,334       **       **    195,334
</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 Additional Sum Insured, or optional rider
  benefits are elected.
** Policy lapses unless additional premium payments are made.

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.


                                       23
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION A DEATH BENEFIT
    CASH VALUE ACCUMULATION TEST PLANNED PREMIUM: $2,212* 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          $  2,323       $100,000  $100,000  $100,000  $ 1,855  $  1,970   $  2,085
   2             4,761        100,000   100,000   100,000    3,575     3,916      4,271
   3             7,322        100,000   100,000   100,000    5,243     5,923      6,658
   4            10,011        100,000   100,000   100,000    6,871     8,004      9,280
   5            12,834        100,000   100,000   100,000    8,470    10,175     12,172
   6            15,798        100,000   100,000   100,000   10,024    12,424     15,350
   7            18,911        100,000   100,000   100,000   11,537    14,757     18,846
   8            22,179        100,000   100,000   100,000   13,006    17,177     22,696
   9            25,610        100,000   100,000   100,000   14,455    19,712     26,959
  10            29,213        100,000   100,000   100,000   15,884    22,367     31,682
  11            32,997        100,000   100,000   100,000   17,586    25,476     37,289
  12            36,969        100,000   100,000   100,000   19,241    28,716     43,498
  13            41,140        100,000   100,000   100,000   20,841    32,089     50,376
  14            45,520        100,000   100,000   111,469   22,392    35,609     57,966
  15            50,118        100,000   100,000   124,294   23,894    39,286     66,326
  16            54,947        100,000   100,000   137,997   25,355    43,138     75,536
  17            60,017        100,000   100,000   152,635   26,751    47,160     85,663
  18            65,340        100,000   100,000   168,296   28,082    51,365     96,794
  19            70,930        100,000   100,000   185,077   29,345    55,767    109,023
  20            76,799        100,000   100,123   203,071   30,533    60,373    122,450
  25           110,851        100,000   129,550   318,963   35,817    87,063    214,357
  30           154,311        100,000   161,929   491,012   39,077   119,540    362,478
  35           209,778        100,000   199,232   752,669   39,050   158,624    599,259
</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 Additional Sum Insured, 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.


                                       24
<PAGE>

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE $100,000 TOTAL SUM INSURED MALE, ISSUE AGE
    45, FULLY UNDERWRITTEN PREFERRED UNDERWRITING CLASS OPTION A DEATH BENEFIT
    CASH VALUE ACCUMULATION TEST PLANNED PREMIUM: $2,212* 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          $  2,323       $100,000  $100,000  $100,000  $ 1,325  $ 1,422   $  1,519
   2             4,761        100,000   100,000   100,000    2,599    2,875      3,164
   3             7,322        100,000   100,000   100,000    3,821    4,360      4,946
   4            10,011        100,000   100,000   100,000    4,991    5,877      6,879
   5            12,834        100,000   100,000   100,000    6,106    7,425      8,978
   6            15,798        100,000   100,000   100,000    7,164    9,003     11,260
   7            18,911        100,000   100,000   100,000    8,159   10,607     13,738
   8            22,179        100,000   100,000   100,000    9,086   12,233     16,432
   9            25,610        100,000   100,000   100,000    9,939   13,878     19,361
  10            29,213        100,000   100,000   100,000   10,711   15,534     22,548
  11            32,997        100,000   100,000   100,000   11,485   17,295     26,122
  12            36,969        100,000   100,000   100,000   12,169   19,069     30,030
  13            41,140        100,000   100,000   100,000   12,760   20,857     34,314
  14            45,520        100,000   100,000   100,000   13,254   22,658     39,023
  15            50,118        100,000   100,000   100,000   13,645   24,470     44,215
  16            54,947        100,000   100,000   100,000   13,923   26,290     49,951
  17            60,017        100,000   100,000   100,315   14,076   28,109     56,300
  18            65,340        100,000   100,000   109,884   14,086   29,921     63,199
  19            70,930        100,000   100,000   119,937   13,935   31,714     70,651
  20            76,799        100,000   100,000   130,502   13,602   33,480     78,692
  25           110,851        100,000   100,000   192,333    8,473   41,681    129,256
  30           154,311             **   100,000   273,045       **   47,621    201,569
  35           209,778             **   100,000   379,267       **   47,060    301,964
</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 Additional Sum Insured, or optional rider
  benefits are elected.
** Policy lapses unless additional premium payments are made.

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.

                                                                              25
<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 JHVLICO........................................................................................        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 JHVLICO 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 JHVLICO and the Account...............................................................        33
List of Directors and Executive Officers of JHVLICO...........................................................        34
</TABLE>

                                      26

<PAGE>

 DESCRIPTION OF JHVLICO

  We are JHVLICO, a stock life insurance company chartered in 1979 under
Massachusetts law. We are authorized to transact a life insurance and annuity
business in all states other than New York and in the District of Columbia. We
began selling variable life insurance policies in 1980.

  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.

  We are a wholly-owned subsidiary of John Hancock Mutual Life Insurance Company
("John Hancock"), a company chartered in Massachusetts in 1862. John Hancock's
home office is at John Hancock Place, Boston, Massachusetts 02117. At year end
1998, John Hancock's assets were approximately $67 billion and it had invested
over $380 million in JHVLICO in connection with JHVLICO's organization and
operation. It is anticipated that John Hancock will from time to time make
additional capital contributions to JHVLICO to enable us to meet our reserve
requirements and expenses in connection with our business. John Hancock is
committed to make additional capital contributions if necessary to ensure that
we maintain a positive net worth.

 HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account S

  The variable investment options shown on page 1 are in fact subaccounts of
Separate Account S (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 JHVLICO.

  The Account's assets are the property of JHVLICO. 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. 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

                                       27

<PAGE>

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 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 $100,000 and a minimum Basic Sum Insured at issue of $20,000. At the time of
issue, the 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 person 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 the insured person,
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 person's rate class 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 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.

                                       28

<PAGE>

 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 the insured person, 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 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
always takes effect retroactively. Backdating results in a lower insurance
charge (because of the 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 term life insurance coverage
on the insured person 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 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 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 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 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.

  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 later of the date such payment is received or the twentieth day following
the date of issue, the portion of the Money Market investment option
attributable to such payment will

                                       29

<PAGE>

be reallocated automatically among the investment options you have chosen.

  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 the 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 we think 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 any 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.

  We have the right to defer transfers of amounts out of the fixed investment
option for up to six months.

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

                                       30

<PAGE>

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

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

 . Total Sum Insured decreases.

 . Reinstatements of lapsed policies.

  The following transactions take effect on the policy anniversary on or next
following the date we approve your request:

 . Additional Sum Insured increases.

 . Change of death benefit Option from A to B.

  A change from Option B to Option A is effective on the policy anniversary 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 equals or exceeds the 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) specifying the
minimum amount that must be paid to avoid termination, unless a repayment of at
least the amount specified is made within that period.

 ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

  The premium sales charges help to compensate us for the cost of selling our
policies. (See "What charges will JHVLICO 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 $8,000. 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
$4,000. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the guaranteed death benefit feature will lapse and
the account value will be insufficient to pay

                                       31

<PAGE>

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 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 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 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, JHVLICO, and the Account. Signator also serves as principal
underwriter for John Hancock Variable Annuity Accounts U, I and V, John Hancock
Mutual Variable Life Insurance Account UV and John Hancock Variable Life
Accounts U and V, 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 JHVLICO's policies and who are also registered
representatives ("representatives") of Signator or other broker-dealer firms, as
discussed below. John Hancock (on behalf of JHVLICO) performs insurance
underwriting and determines whether to accept or reject the application for a
policy and each insured person's risk classification. JHVLICO 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 and JHVLICO are
covered by a blanket bond by a commercial carrier in the amount of $25 million.

                                       32

<PAGE>

  Signator's representatives are compensated for sales of the policies on a
commission and service fee basis by Signator, and JHVLICO 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 the sum of the following:

 . 15% of the Target Premium paid in the first policy year, 10% of the
  Target Premium paid in the second through fifth policy years, and 3% of
  the Target Premium paid in each policy year thereafter;

 . 3% of  any premium paid in any policy year in excess of the Target
  Premium; and

 . .15% of that portion of account value allocated to the variable
  investment options in any policy year.

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

  The offering of the policies is intended to be continuous, but neither JHVLICO
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

                                       33

<PAGE>

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.

  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

                                       34

<PAGE>

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 59 1/2.

  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 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

                                       35

<PAGE>

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 JHVLICO 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 JHVLICO 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 JHVLICO, John Hancock or an affiliate of either, (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.

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 the 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 the 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 insured person's

                                       36

<PAGE>

death, 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.

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 insured person's death. You may
change the beneficiary during the 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
insured person dies, we will pay the insurance proceeds to the owner or the
owner's estate.

 YEAR 2000 ISSUES

  JHVLICO relies on John Hancock for information processing services. John
Hancock has deployed and 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

                                       37

<PAGE>

two digits were hardcoded to save memory. Many of 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 or send invoices, settlements of trades to fail, incomplete or
inaccurate accounting, recording or processing trades in securities, or failure
to 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 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. Those systems which in the event of a Year 2000 failure would have
the greatest impact on John Hancock's operations were deemed to be mission
critical and prioritized accordingly. The systems which in the event of a Year
2000 failure would cause minimal disruption to John Hancock's operations were
classified as non-mission critical.

  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. The renovation phase for mission critical and non-mission
critical systems has been completed.

  The validation phase consists of the compliance testing of renovated systems.
The validation phase for mission critical and non-mission critical systems has
been completed. 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 performing reviews of "dry run" of year-end activities.

  Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. All mission critical systems and non-mission critical
systems have been implemented.

  John Hancock faces the risk that one or more of its business partners or
customers with whom it has a material relationship will not be able to interact
with its systems due to third party's failures to resolve its own Year 2000
issues, including those associated with its own external relationships. John
Hancock has completed an inventory of third party relationships and prioritized
each third party relationship based upon the potential business impact,
available alternatives and cost of substitution. In the case of mission-critical
business partners such as banks, financial intermediaries (such as exchanges),
mutual fund companies and recordkeepers, IT vendors, telecommunications
providers and other utilities, financial market data providers, trading

                                       38

<PAGE>

counterparties, depositories, clearing agencies and clearing houses, John
Hancock engaged in discussions with these third parties and have obtained
detailed information as to those parties' Year 2000 plans and state of
readiness. Scheduled testing of John Hancock's material relationships with third
parties is completed. John Hancock will continue to test with other business
partners through the year-end, where appropriate. However, there is no guarantee
that the systems of other companies, upon which John Hancock's systems rely,
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 a
material adverse effect on John Hancock.

  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 September 30, 1999, John Hancock has incurred
and expensed approximately $19.5 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 $1.1 to $2.3 million. Through
September 30, 1999, John Hancock has incurred and expensed approximately $44.3
million in external costs for the project. The estimated range of remaining
external costs of the project is approximately $4.0 to $6.1 million. The total
costs of the Year 2000 project to John Hancock, based on management's best
estimates, include approximately $21.8 million in internal IT personnel, $14.5
million in the external modification of software, $19.7 million for external
solution providers, $9.3 million in replacement costs of non-compliant IT
systems and $6.9 million in oversight, test facilities and other expenses.
Accordingly, the estimated range of total costs of the Year 2000 project to John
Hancock, internal and external, is approximately $70 to $75 million. However,
there can be no guarantee that these estimates will be realized and actual
results could be materially different. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, and similar uncertainties surrounding the
actual impact of the change to the year 2000. John Hancock's total Year 2000
project costs include the estimated impact of external solution providers and
are based on presently available information.

  It is documented in trade publications that the Year 2000 issue in foreign
countries is not being as actively addressed as in the United States.
Accordingly, it is expected that JHVLICO facilities based outside the United
States face higher degrees of Year 2000 related risk. In addition, JHVLICO has
numerous customers that hold its products. Nearly all products sold by JHVLICO
contain date sensitive data, examples of which are policy expiration dates,
birth dates, and premium payment dates. Finally, the regulated nature of
JHVLICO's industry exposes it to potential supervisory or enforcement actions
relating to Year 2000 issues.

  If the Year 2000 issues were unresolved, potential consequences would include,
among other possibilities, the inability to accurately and timely process
claims, update customers' accounts, process financial transactions, bill
customers, assess exposure to risks, determine liquidity requirements or report
accurate data to management, customers, regulators and others, as well as
business interruptions or shutdowns, including, in the case of third party
financial intermediaries such as stock exchanges and clearing agents, failed
trade settlements, inability to trade in certain markets and disruption of
funding flows; financial losses; reputational harm; increased scrutiny by
regulators; and litigation related to Year 2000 issues. John Hancock is
attempting to limit the potential impact of the Year 2000 by monitoring the
progress of its own Year 2000 project and those of material business partners
and by developing contingency plans. However, John Hancock cannot guarantee that
it will be able to resolve all of the Year 2000 issues. Any critical unresolved
Year 2000 issues, however, could

                                       39

<PAGE>

have a material adverse effect on JHVLICO's results of operations, liquidity or
financial condition.

  John Hancock's contingency planning initiative related to the Year 2000
project is well underway. The contingency plans address John Hancock's readiness
as well as that of material business partners on whom John Hancock and JHVLICO
depend. John Hancock's contingency plans have been 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 were
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 have been
enhanced to cover Year 2000 situations. Contingency planning also includes
specific plans, staffing and timelines to carry out proactive assessments and
monitoring of equipment and systems on the actual date rollover to Year 2000.
John Hancock's millennium rollover plans have been drafted and will continue to
be updated through year-end.

 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 JHVLICO. 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

  Certain of the financial statements of JHVLICO and the Account included in
this prospectus have been audited by Ernst & Young LLP, independent auditors,
for the periods indicated in their reports thereon which appear elsewhere herein
and have been included in reliance on their reports given on their authority as
experts in accounting and auditing. Actuarial matters included in this
prospectus have been examined by Todd G. Engelsen, F.S.A.,an Actuary of JHVLICO
and Second Vice President of John Hancock.

 FINANCIAL STATEMENTS OF JHVLICO AND THE ACCOUNT

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

  In addition to those financial statements of JHVLICO and the Account included
herein that have been audited by Ernst & Young LLP, this prospectus also
contains unaudited financial statements of both JHVLICO and the Account for a
period subsequent to the audited financial statements.

                                       40

<PAGE>

               LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF JHVLICO

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


Directors               Principal Occupations
- ---------               ---------------------

David F. D'Alessandro   Chairman of the Board and Chief Executive Officer of
                        JHVLICO; President and Chief Operating Officer, John
                        Hancock Mutual Life Insurance Company.
Michele G. Van Leer     Vice Chairman of the Board and President of JHVLICO;
                        Senior Vice President, John Hancock Mutual Life
                        Insurance Company.
Ronald J. Bocage        Director, Vice President and Counsel of JHVLICO; Vice
                        President and Counsel, John Hancock Mutual Life
                        Insurance Company.
Thomas J. Lee           Director and Vice President of JHVLICO; Vice President,
                        John Hancock Mutual Life Insurance Company.
Barbara L. Luddy        Director, Vice President and Actuary of JHVLICO; Second
                        Vice President, John Hancock Mutual Life Insurance
                        Company.
Robert S. Paster        Director and Vice President of JHVLICO; Second Vice
                        President, John Hancock Mutual Life Insurance Company.
Robert R. Reitano       Director and Vice President of JHVLICO; Vice President,
                        John Hancock Mutual Life Insurance Company.
Joseph A. Tomlinson     Director and Vice President of JHVLICO; Vice President,
                        John Hancock Mutual Life Insurance Company.
Daniel L. Ouellette     Vice President, Marketing, of JHVLICO; Senior Vice
                        President, John Hancock Mutual Life Insurance Company.
Edward P. Dowd          Vice President, Investments, of JHVLICO; Senior Vice
                        President, John Hancock Mutual Life Insurance Company
Roger G. Nastou         Vice President, Investments, of JHVLICO; Vice
                        President, John Hancock Mutual Life Insurance Company
Todd G. Engelsen        Vice President and Illustration Actuary of JHVLICO;
                        Second Vice President, John Hancock Mutual Life
                        Insurance Company
Julie H. Indge          Treasurer of JHVLICO; Financial Officer, John Hancock
                        Mutual Life Insurance Company
Patrick F. Smith        Controller of JHVLICO; Senior Associate Controller,
                        John Hancock Mutual Life Insurance Company.
Peter H. Scavongelli    Secretary of JHVLICO; State Compliance Officer, John
                        Hancock Mutual Life Insurance Company


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

                                       41

<PAGE>

UNAUDITED FINANCIAL STATEMENTS

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATEMENTS OF FINANCIAL POSITION


                                                           (Unaudited)
                                                    September 30   December 31
                                                        1999          1998
                                                    ------------  -------------
                                                          (In millions)
ASSETS
Bonds . . . . . . . . . . . . . . . . . . . . .      $1,246.0       $1,185.8
Preferred stocks . . . . . . . . . . . . . . .           33.9           36.5
Common stocks . . . . . . . . . . . . . . . . .           2.0            3.1
Investment in affiliates . . . . . . . . . . .           80.8           81.7
Mortgage loans on real estate . . . . . . . . . .       416.2          388.1
Real estate . . . . . . . . . . . . . . . . . . .        24.9           41.0
Policy loans  . . . . . . . . . . . . . . . . . .       163.3          137.7
Cash items:
  Cash in banks . . . . . . . . . . . . . . . . .        (6.3)          11.4
  Temporary cash investments  . . . . . . . . . .        79.1            8.5
                                                     --------       --------
                                                         72.8           19.9
Premiums due and deferred . . . . . . . . . . . .        29.3           32.7
Investment income due and accrued . . . . . . . .        38.2           29.8
Other general account assets  . . . . . . . . . .        75.8           47.5
Assets held in separate accounts  . . . . . . . .     7,259.0        6,595.2
                                                     --------       --------
TOTAL ASSETS  . . . . . . . . . . . . . . . . . .    $9,442.2       $8,599.0
                                                     ========       ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
  Policy reserves . . . . . . . . . . . . . . . .    $1,807.6       $1,652.0
  Federal income and other taxes payable  . . . .        43.7           44.3
  Other general account obligations . . . . . . .       318.2          150.9
  Transfers from separate account, net  . . . . .      (330.1)        (190.3)
  Asset valuation reserve . . . . . . . . . . . .        23.8           21.9
  Obligations related to separate accounts  . . .     7,253.0        6,589.4
                                                     --------       --------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . .     9,116.2        8,268.2
STOCKHOLDER'S EQUITY
  Common Stock, $50 par value; authorized 50,000
    shares; issued and outstanding 50,000 shares          2.5            2.5
  Paid-in capital . . . . . . . . . . . . . . . .       547.9          377.5
  Unassigned deficit  . . . . . . . . . . . . . .      (224.4)         (49.2)
                                                     --------       --------
TOTAL STOCKHOLDER'S EQUITY  . . . . . . . . . . .       326.0          330.8
                                                     --------       --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY  . . .    $9,442.2       $8,599.0
                                                     ========       ========


See condensed notes to the financial statements (unaudited).

                                       42

<PAGE>

UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT


<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                       Three months ended    Nine months ended
                                                          September 30         September 30
                                                       -------------------  -------------------
                                                         1999      1998       1999        1998
                                                       ---------  --------  ---------  -----------
                                                                    (In millions)
<S>                                                      <C>        <C>       <C>         <C>
INCOME
  Premiums . . . . . . . . . . . . . . . . . . . . . .   $ 236.9    $274.7    $  689.1    $1,047.3
  Net investment income. . . . . . . . . . . . . . . .      35.0      28.6        99.4        86.5
  Other, net . . . . . . . . . . . . . . . . . . . . .     162.9     181.5       424.8       459.2
                                                         -------    ------    --------    --------
                                                           434.8     484.8     1,213.3     1,593.0
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries. . . . .      91.5      74.4       265.9       224.6
  Additions to reserves to provide for future payments
    to policyholders and beneficiaries . . . . . . . .     223.0     333.1       659.8     1,124.0
  Expenses of providing service to policyholders and
    obtaining new insurance. . . . . . . . . . . . . .      71.8      55.4       225.3       196.7
  State and miscellaneous taxes. . . . . . . . . . . .       5.0       6.0        15.9        23.5
                                                         -------    ------    --------    --------
                                                           391.3     468.9     1,166.9     1,568.8
                                                         -------    ------    --------    --------
        GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
         TAXES AND NET REALIZED CAPITAL GAINS (LOSSES)      43.5      15.9        46.4        24.2
Federal income taxes . . . . . . . . . . . . . . . . .      20.8       7.6        20.4        13.6
                                                         -------    ------    --------    --------
        GAIN FROM OPERATIONS BEFORE NET REALIZED
         CAPITAL GAINS (LOSSES). . . . . . . . . . . .      22.7       8.3        26.0        10.6
Net realized capital gains (losses). . . . . . . . . .       1.4       0.3         0.4        (0.6)
                                                         -------    ------    --------    --------
        NET INCOME . . . . . . . . . . . . . . . . . .      24.1       8.6        26.4        10.0
Unassigned deficit at beginning of period. . . . . . .     (52.2)    (55.2)      (49.2)      (58.3)
Net unrealized capital gains (losses) and other
 adjustments . . . . . . . . . . . . . . . . . . . . .      (0.4)      1.2        (3.5)        3.7
Provision for Litigation Reserve . . . . . . . . . . .    (194.9)      0.0      (194.9)        0.0
Other reserves and adjustments . . . . . . . . . . . .      (1.0)     (0.1)       (3.2)       (0.9)
                                                         -------    ------    --------    --------
UNASSIGNED DEFICIT AT END OF PERIOD. . . . . . . . . .   $(224.4)   $(45.5)   $ (224.4)   $  (45.5)
                                                         =======    ======    ========    ========
</TABLE>


See condensed notes to the financial statements (unaudited).

                                       43
<PAGE>

UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS


                                                       (Unaudited)
                                              Nine months ended September 30
                                              -------------------------------
                                                  1999              1998
                                              --------------  -----------------
                                                      (In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums  . . . . . . . . . . .      $ 691.1          $1,051.7
  Net investment income . . . . . . . . . .         92.1              81.0
  Benefits to policyholders and
    beneficiaries . . . . . . . . . . . . .       (358.0)           (203.2)
  Dividends paid to policyholders . . . . .        (19.0)            (16.6)
  Insurance expenses and taxes  . . . . . .       (268.1)           (243.7)
  Net transfers to separate accounts  . . .       (519.4)           (676.5)
  Other, net  . . . . . . . . . . . . . . .        386.7             459.7
                                                 -------          --------
     NET CASH PROVIDED FROM OPERATIONS  . .          5.4             452.4
                                                 -------          --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases  . . . . . . . . . . . . .       (194.8)           (533.8)
  Bond sales  . . . . . . . . . . . . . . .         61.2             192.6
  Bond maturities and scheduled redemptions         57.5              71.9
  Bond prepayments  . . . . . . . . . . . .         16.6              52.3
  Stock purchases . . . . . . . . . . . . .         (1.2)            (20.9)
  Proceeds from stock sales . . . . . . . .          3.6               1.7
  Real estate purchases . . . . . . . . . .         (1.9)             (2.0)
  Real estate sales . . . . . . . . . . . .         17.8               1.3
  Other invested assets purchases . . . . .         (4.5)              0.0
  Proceeds from the sale of other invested
    assets. . . . . . . . . . . . . . . . .          0.0               0.2
  Mortgage loans issued . . . . . . . . . .        (48.0)            (76.2)
  Mortgage loan repayments  . . . . . . . .         19.6              20.9
  Other, net  . . . . . . . . . . . . . . .         13.3            (443.8)
                                                 -------          --------
     NET CASH USED IN INVESTING ACTIVITIES         (60.8)           (735.8)
                                                 -------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital contribution  . . . . . . . . . .        170.4               0.0
  Net increase (decrease) in short-term note
    payable . . . . . . . . . . . . . . . .        (62.1)            152.3
                                                 -------          --------
     NET CASH PROVIDED FROM FINANCING
      ACTIVITIES. . . . . . . . . . . . . .        108.3             152.3
                                                 -------          --------
INCREASE/DECREASE IN CASH AND TEMPORARY CASH
 INVESTMENTS. . . . . . . . . . . . . . . .         52.9            (131.1)
Cash and temporary cash investments at
 beginning of year  . . . . . . . . . . . .         19.9             143.2
                                                 -------          --------
CASH AND TEMPORARY CASH INVESTMENTS AT END
 OF PERIOD  . . . . . . . . . . . . . . . .      $  72.8          $   12.1
                                                 =======          ========


See condensed notes to the financial statements (unaudited).

                                       44

<PAGE>

UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY


                                        Common  Paid-In  Unassigned
                                        Stock   Capital   Deficit      Total
                                        ------  -------  ----------  ----------
                                                    (In millions)
For the nine months ended September
 30, 1998 (unaudited)
Balance at January 1, 1998  . . . . .    $2.5   $377.5    $(58.3)     $ 321.7
1998 Transactions:
  Capital Contribution  . . . . . . .
  Net gain  . . . . . . . . . . . . .                        10.0        10.0
  Net unrealized capital gains and
    other adjustments . . . . . . . .                         3.7         3.7
  Other reserves and adjustments  . .                        (0.9)       (0.9)
                                         ----   ------    -------     -------
Balance at September 30, 1998 . . . .    $2.5   $377.5    $ (45.5)    $ 334.5
                                         ====   ======    =======     =======
For the nine months ended September
 30, 1999 (unaudited)
Balance at January 1, 1999  . . . . .    $2.5   $377.5    $ (49.2)    $ 330.8
1999 Transactions:
  Capital Contribution  . . . . . . .            170.4                  170.4
  Net gain  . . . . . . . . . . . . .                        26.4        26.4
  Net unrealized capital gains and
    other adjustments . . . . . . . .                        (3.5)       (3.5)
  Provision for Litigation Reserve. .                      (194.9)     (194.9)
  Other reserves and adjustments  . .                        (3.2)       (3.2)
                                         ----   ------    -------     -------
Balance at September 30, 1999 . . . .    $2.5   $547.9    $(224.4)    $ 326.0
                                         ====   ======    =======     =======


See condensed notes to the financial statements (unaudited).

                                       45

<PAGE>

UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared on
the basis of accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners, which practices differ from
generally accepted accounting principles (GAAP).  Pursuant to Financial
Accounting Standard Board Interpretation 40, "Applicability of General Accepted
Accounting Principles to Mutual Life Insurance and Other Enterprises" (FIN 40),
as amended which was effective for 1996 financial statements, financial
statements based on statutory accounting practices can no longer be described as
prepared in conformity with GAAP.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999.

                                       46
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders John Hancock Variable Life Insurance Company

  We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1998
and 1997, and the related statutory-basis statements of operations and
unassigned deficit 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 Variable 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
Variable 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


                                       47
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


                                                             December 31
                                                         --------------------
                                                           1998        1997
                                                         ---------  ---------
                                                             (In millions)
ASSETS
Bonds--Note 6.........................................   $1,185.8    $1,092.7
Preferred stocks......................................       36.5        17.2
Common stocks.........................................        3.1         2.3
Investment in affiliates..............................       81.7        79.1
Mortgage loans on real estate--Note 6.................      388.1       273.9
Real estate...........................................       41.0        39.9
Policy loans..........................................      137.7       106.8
Cash items:
  Cash in banks.......................................       11.4        83.1
  Temporary cash investments..........................        8.5        60.1
                                                         --------    --------
                                                             19.9       143.2
Premiums due and deferred.............................       32.7        33.8
Investment income due and accrued.....................       29.8        24.7
Other general account assets..........................       47.5        16.8
Assets held in separate accounts......................    6,595.2     4,691.1
                                                         --------    --------
TOTAL ASSETS..........................................   $8,599.0    $6,521.5
                                                         ========    ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
  Policy reserves.....................................   $1,652.0    $1,124.3
  Federal income and other taxes payable--Note 1......       44.3        36.1
  Other general account obligations...................      150.9       481.9
  Transfers from separate accounts, net...............     (190.3)     (146.8)
  Asset valuation reserve--Note 1.....................       21.9        18.6
  Obligations related to separate accounts............    6,589.4     4,685.7
                                                         --------    --------
TOTAL OBLIGATIONS.....................................    8,268.2     6,199.8
STOCKHOLDER'S EQUITY
  Common Stock, $50 par value; authorized 50,000
    shares; issued and outstanding 50,000 shares......        2.5         2.5
  Paid-in capital.....................................      377.5       377.5
  Unassigned deficit..................................      (49.2)      (58.3)
                                                         --------    --------
TOTAL STOCKHOLDER'S EQUITY............................      330.8       321.7
                                                         --------    --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY............   $8,599.0    $6,521.5
                                                         ========    ========


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


                                       48
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT


                                                      Year ended December 31
                                                      ----------------------
                                                        1998          1997
                                                      ----------  ----------
                                                           (In millions)
INCOME
  Premiums........................................    $1,272.3      $  872.7
  Net investment income--Note 3...................       122.8          89.7
  Other, net......................................       618.1         449.1
                                                      --------      --------
                                                       2,013.2       1,411.5
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries.....       301.4         264.0
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries...     1,360.2         826.2
  Expenses of providing service to policyholders
    and obtaining new insurance
    --Note 5......................................       274.2         233.2
  State and miscellaneous taxes...................        28.1          19.1
                                                      --------      --------
                                                       1,963.9       1,342.5
                                                      --------      --------
     GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
      TAXES AND NET REALIZED CAPITAL LOSSES.......        49.3          69.0
Federal income taxes--Note 1......................        33.1          38.5
                                                      --------      --------
     GAIN FROM OPERATIONS BEFORE NET REALIZED
      CAPITAL
      LOSSES......................................        16.2          30.5
Net realized capital losses--Note 4...............        (0.6)         (3.0)
                                                      --------      --------
     NET INCOME...................................        15.6          27.5
Unassigned deficit at beginning of year...........       (58.3)        (96.9)
Net unrealized capital (losses) gains and other
 adjustments--Note 4..............................        (6.0)          5.0
Other reserves and adjustments....................        (0.5)          6.1
                                                      --------      --------
UNASSIGNED DEFICIT AT END OF YEAR.................    $  (49.2)     $  (58.3)
                                                      ========      ========


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


                                       49
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS


                                                       Year ended December 31
                                                      ------------------------
                                                         1998          1997
                                                      -----------  -----------
                                                            (In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums...............................    $1,275.3      $ 877.0
  Net investment income............................       118.2         89.9
  Benefits to policyholders and beneficiaries......      (275.5)      (245.2)
  Dividends paid to policyholders..................       (22.3)       (18.7)
  Insurance expenses and taxes.....................      (296.9)      (267.2)
  Net transfers to separate accounts...............      (874.4)      (715.2)
  Other, net.......................................       551.3        408.9
                                                       --------      -------
     NET CASH PROVIDED FROM OPERATIONS.............       475.7        129.5
                                                       --------      -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases...................................      (618.8)      (621.6)
  Bond sales.......................................       340.7        197.3
  Bond maturities and scheduled redemptions........       111.8         34.1
  Bond prepayments.................................        76.5         51.6
  Stock purchases..................................       (23.4)       (15.7)
  Proceeds from stock sales........................         1.9          6.7
  Real estate purchases............................        (4.2)        (1.3)
  Real estate sales................................         2.1          0.4
  Other invested assets purchases..................         0.0         (1.0)
  Proceeds from the sale of other invested assets..         0.0          0.3
  Mortgage loans issued............................      (145.5)       (94.5)
  Mortgage loan repayments.........................        33.2         32.4
  Other, net.......................................      (435.2)       393.1
                                                       --------      -------
     NET CASH USED IN INVESTING ACTIVITIES.........      (660.9)       (18.2)
                                                       --------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in short-term note payable..........        61.9          0.0
                                                       --------      -------
     NET CASH PROVIDED FROM FINANCING ACTIVITIES...        61.9          0.0
                                                       --------      -------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH
 INVESTMENTS.......................................      (123.3)       111.3
Cash and temporary cash investments at beginning of
 year..............................................       143.2         31.9
                                                       --------      -------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR.    $   19.9      $ 143.2
                                                       ========      =======


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


                                       50
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently, the Company writes business in all states except New York.

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 unassigned deficit 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; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions, are recorded directly to unassigned
deficit rather than being reflected in income. 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 unassigned deficit 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.


                                       51
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-term,
highly-liquid investments both readily convertible to known amounts of cash and
so near maturity that there is insignificant risk of changes in value because of
changes in interest rates.

Valuation of Assets: General account investments are carried at amounts
determined on the following bases:

  Bond and stock values are carried as prescribed by the NAIC; bonds generally
  at amortized amounts or cost, preferred stocks generally at cost and common
  stocks at fair value. The discount or premium on bonds is amortized using the
  interest method.

  Investments in affiliates are included on the statutory equity method.

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

  The net interest effect of interest rate and currency rate swap transactions
  is recorded as an adjustment of interest income as incurred. The initial cost
  of interest rate cap agreements is amortized to net investment income over the
  life of the related agreement. Gains and losses on financial futures contracts
  used as hedges against interest rate fluctuations are deferred and recognized
  in income over the period being hedged.

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

  Investment real estate is carried at depreciated cost, less encumbrances.
  Depreciation on investment real estate is recorded on a straight-line basis.
  Accumulated depreciation amounted to $3.0 million in 1998 and $2.1 million in
  1997.

  Real estate acquired in satisfaction of debt and real estate held for sale 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.

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. Changes to the AVR are
charged or credited directly to the unassigned deficit.

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 $2.4 million, amounted to $10.7
million, which is included in policy reserves. The corresponding 1997 amounts
were $1.2 million and $7.8 million, respectively.

Goodwill: The excess of cost over the statutory book value of the net assets of
life insurance business acquired was $11.4 million and $13.1 million at December
31, 1998 and 1997, respectively, and generally is amortized over a ten-year
period using a straight-line method.


                                       52
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for 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 11.

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

  Fair values for futures contracts are based on quoted market prices. Fair
  values for interest rate swap, cap agreements, and currency swap 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 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 amount in the statement of financial position for policy loans
  approximates their fair value.

  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.

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 gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.


                                       53
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

Policy Reserves: Life 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 variable life insurance policies are maintained principally on the
modified preliminary term method using the 1958 and 1980 Commissioner's Standard
Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for
policies issued prior to May 1, 1983 and 4 1/2% for policies issued on or
thereafter. Reserves for single premium policies are determined by the net
single premium method using the 1958 CSO mortality table, with an assumed
interest rate of 4%. Reserves for universal life policies issued prior to 1985
are equal to the gross account value which at all times exceeds minimum
statutory requirements. Reserves for universal life policies issued from 1985
through 1988 are maintained at the greater of the Commissioner's Reserve
Valuation Method (CRVM) using the 1958 CSO mortality table, with 4 1/2% interest
or the cash surrender value. Reserves for universal life policies issued after
1988 and for flexible variable policies are maintained using the greater of the
cash surrender value or the CRVM method with the 1980 CSO mortality table and
5 1/2% interest for policies issued from 1988 through 1992; 5% interest for
policies issued in 1993 and 1994; and 4 1/2% interest for policies issued in
1995 through 1998.

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 are
consolidated with John Hancock in filing a consolidated federal income tax
return basis for the affiliated group. The federal income taxes of the Company
are allocated on a separate return basis with certain adjustments. The Company
made payments of $38.2 million in 1998 and $29.6 million in 1997.

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

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

Adjustments to Policy Reserves: 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 stockholder's equity. During 1997, the Company refined
certain actuarial assumptions inherent in the calculation of reserves related to
AIDS claims under individual life insurance policies resulting in a $6.4 million
increase in stockholder's equity 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.

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


                                       54
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 2--ACQUISITION

On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during 1998 and 1997.

On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA was subsequently renamed Investors Partner Life Company
(IPL) on March 5, 1998. IPL manages the business assumed from Charter and does
not currently issue new business.

NOTE 3--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:


                                                               1998     1997
                                                             -------- --------
                                                               (In millions)
Investment expenses . . . . . . . . . . . . . . . . . . . .    $ 8.3     $5.0
Interest expense  . . . . . . . . . . . . . . . . . . . . .      2.4      0.7
Depreciation expense  . . . . . . . . . . . . . . . . . . .      0.8      1.1
Investment taxes  . . . . . . . . . . . . . . . . . . . . .      0.7      0.4
                                                               -----     ----
                                                               $12.2     $7.2
                                                               =====     ====


NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

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


                                                               1998     1997
                                                             -------- --------
                                                               (In millions)
Net gains from asset sales . . . . . . . . . . . . . . . . .   $ 7.6    $ 0.8
Capital gains tax  . . . . . . . . . . . . . . . . . . . . .    (2.9)    (0.7)
Net capital gains transferred to IMR . . . . . . . . . . . .    (5.3)    (3.1)
                                                               -----    -----
  Net Realized Capital Losses  . . . . . . . . . . . . . . .   $(0.6)   $(3.0)
                                                               =====    =====


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


                                                           1998          1997
                                                      ---------------  --------
                                                           (In millions)
Net (losses) gains from changes in security values
 and book value adjustments . . . . . . . . . . . .   $         (2.7)   $ 7.0
Increase in asset valuation reserve . . . . . . . .             (3.3)    (2.0)
                                                      --------------    -----
  Net Unrealized Capital (Losses) Gains and Other
    Adjustments . . . . . . . . . . . . . . . . . .   $         (6.0)   $ 5.0
                                                      ==============    =====


                                       55
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 5--TRANSACTIONS WITH PARENT

The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1998 and 1997 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $157.5 million and $123.6 million in 1998 and 1997, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.

The service fee charged to the Company by the Parent includes $0.7 million and
$0.9 million in 1998 and 1997, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.

The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1994 through 1998 issues of flexible premium variable life insurance and
scheduled premium variable life insurance policies. In connection with this
agreement, John Hancock transferred $4.9 million and $22.0 million of cash for
tax, commission, and expense allowances to the Company, which increased the
Company's net gain from operations by $22.2 million and $10.1 million in 1998
and 1997, respectively.

The Company also has a modified coinsurance agreement with John Hancock to
reinsure 50% of 1995 through 1998 issues of certain retail annuity contracts
(Independence Preferred and Declaration). In connection with this agreement, the
Company received a net cash payment of $12.7 million in 1998 and made a net cash
payment of $1.1 million in 1997 for surrender benefits, tax, reserve increase,
commission, expense allowances and premium. This agreement increased the
Company's net gain from operations by $8.4 million and $9.8 million in 1998 and
1997, respectively.

Effective January 1, 1997, the Company entered into a stop-loss agreement with
John Hancock 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, John Hancock
received $1.0 million in 1998 and transferred $2.4 million in 1997 of cash for
mortality claims to the Company, which decreased by $0.5 million and increased
by $1.3 million the Company's net gain from operations in 1998 and 1997,
respectively.

At December 31, 1998, the Company had outstanding a short-term note of $61.9
million payable to an affiliate at a variable rate of interest. The note is part
of a revolving line of credit. Interest paid in 1998 was $2.9 million. The note
is included in other general account obligations.


                                       56
<PAGE>

JOHN HANCOCK VARIABLE 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       Gross
                                  Statement  Unrealized  Unrealized     Fair
       December 31, 1998            Value      Gains       Losses      Value
       -----------------          ---------  ----------  ----------  ----------
                                                 (In millions)
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies  . .   $    5.1     $ 0.1       $ 0.0      $    5.2
Obligations of states and
 political subdivisions . . . .        3.2       0.3         0.0           3.5
Corporate securities  . . . . .      925.2      50.4        15.0         960.6
Mortgage-backed securities  . .      252.3      10.0         0.1         262.2
                                  --------     -----       -----      --------
  Total bonds . . . . . . . . .   $1,185.8     $60.8       $15.1      $1,231.5
                                  ========     =====       =====      ========


             December 31, 1997
             -----------------
U.S. Treasury securities and obligations of
 U.S. government corporations and agencies   $  254.5  $ 0.2  $0.1    $  254.6
Obligations of states and political
 subdivisions. . . . . . . . . . . . . . .       12.1    1.0   0.0        13.1
Debt securities issued by foreign
 governments . . . . . . . . . . . . . . .        0.2    0.0   0.0         0.2
Corporate securities . . . . . . . . . . .      712.7   43.9   2.7       753.9
Mortgage-backed securities . . . . . . . .      113.2    3.5   0.0       116.7
                                             --------  -----  ----    --------
  Total bonds  . . . . . . . . . . . . . .   $1,092.7  $48.6  $2.8    $1,138.5
                                             ========  =====  ====    ========


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.


                                                          Statement     Fair
                                                            Value      Value
                                                          ---------  ----------
                                                             (In millions)
Due in one year or less . . . . . . . . . . . . . . . .   $   57.3    $   59.1
Due after one year through five years . . . . . . . . .      283.4       294.1
Due after five years through ten years  . . . . . . . .      374.9       388.7
Due after ten years . . . . . . . . . . . . . . . . . .      217.9       227.4
                                                          --------    --------
                                                             933.5       969.3
Mortgage-backed securities  . . . . . . . . . . . . . .      252.3       262.2
                                                          --------    --------
                                                          $1,185.8    $1,231.5
                                                          ========    ========


Gross gains of $3.4 million in 1998 and $1.1 million in 1997 and gross losses of
$0.7 million in 1998 and $4.5 million in 1997 were realized from the sale of
bonds.

At December 31, 1998, bonds with an admitted asset value of $8.6 million were on
deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $2.1 million and $0.0 million at December 31, 1998
and 1997, respectively. At December 31, 1998, gross unrealized appreciation on
common stocks totaled $1.3 million, and gross unrealized


                                       57
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

depreciation totaled $0.3 million. The fair value of preferred stock totaled
$36.5 million at December 31, 1998 and $17.2 million at December 31, 1997.

Bonds with amortized cost of $0.9 million were non-income producing for the
twelve months ended December 31, 1998.

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  . . . . .      $106.4                                        East North Central  .       $ 56.4
Hotels  . . . . . . .         9.6                                        East South Central  .          0.9
Industrial  . . . . .        71.9                                        Middle Atlantic . . .         26.2
Office buildings  . .        78.2                                        Mountain  . . . . . .         27.5
Retail  . . . . . . .        29.6                                        New England . . . . .         36.9
Agricultural  . . . .        71.5                                        Pacific . . . . . . .         96.4
Other . . . . . . . .        20.9                                        South Atlantic  . . .         83.8
                                                                         West North Central  .         13.1
                                                                         West South Central  .         43.3
                                                                         Other . . . . . . . .          3.6
                           ------                                                                    ------
                           $388.1                                                                    $388.1
                           ======                                                                    ======
</TABLE>



At December 31, 1998, the fair values of the commercial and agricultural
mortgage loans portfolios were $331.3 million and $70.0 million, respectively.
The corresponding amounts as of December 31, 1997 were approximately $243.8
million and $42.0 million, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.19%
and 6.82% for agricultural loans and 8.88% and 6.56% for other properties.
Generally, the maximum 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

The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers in 1998 were $590.2 million, $21.5 million, and $8.2 million,
respectively. The corresponding amounts in 1997 were $427.4 million, $18.3
million, and $10.1 million, respectively.


                                       58
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

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 reinsurer.

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--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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


<TABLE>
<CAPTION>
                                                                 Assets (Liabilities)
                                 Number of Contracts/   ---------------------------------------
                                   Notional Amounts             1998                 1997
                                ---------------------   ---------------------  ----------------
                                                         Carrying     Fair     Carrying    Fair
                                   1998        1997       Value      Value      Value      Value
                                ----------  ----------  ----------  ---------  --------  --------
                                                        ($ In millions)
<S>                             <C>         <C>         <C>         <C>        <C>       <C>
Futures contracts to
 sell securities.............        947         367      $(0.5)     $ (0.5)    $(0.4)    $(0.4)
Interest rate swap
 agreements..................     $365.0      $245.0         --       (17.7)       --      (7.8)
Interest rate cap
 agreements..................       89.4        89.4        3.1         3.1       1.4       1.4
Currency rate swap
 agreements..................       15.8        14.3         --        (3.3)       --      (2.1)
</TABLE>



The Company uses futures contracts, interest rate swap, cap agreements, 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 futures contracts expire in 1999. The interest rate swap agreements expire
in 1999 to 2009. The interest rate cap agreements expire in 2006 to 2007. The
currency rate swap agreements expire in 2006 to 2009.

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.


                                       59
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 9--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND OBLIGATIONS
      RELATED TO SEPARATE ACCOUNTS

The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows:


                                                   December 31, 1998   Percent
                                                   -----------------  ---------
                                                     (In millions)
Subject to discretionary withdrawal (with
 adjustment)
  With market value adjustment . . . . . . . . .       $    0.9          0.1%
  At book value less surrender charge  . . . . .        1,677.9         88.8
                                                       --------        -----
     Total with adjustment . . . . . . . . . . .        1,678.8         88.9
Subject to discretionary withdrawal at book value
 (without adjustment)  . . . . . . . . . . . . .          203.6         10.8
Not subject to discretionary withdrawal--general
 account . . . . . . . . . . . . . . . . . . . .            6.5          0.3
                                                       --------        -----
     Total annuity reserves and deposit
      liabilities. . . . . . . . . . . . . . . .       $1,888.9        100.0%
                                                       ========        =====


NOTE 10--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary. If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties. The estimated fair value of the commitments described
above is $32.1 million at December 31, 1998. The majority of these commitments
expire in 1999.

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.


                                       60
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                            Year Ended December 31
                               ----------------------------------------------
                                         1998                    1997
                               ------------------------  --------------------
                                 Carrying       Fair     Carrying      Fair
                                  Amount       Value      Amount      Value
                               -----------  -----------  ---------  ---------
                                               (In millions)
Assets
  Bonds--Note 6.............    $1,185.8     $1,231.5    $1,092.7    $1,138.5
  Preferred stocks--Note 6..        36.5         36.5        17.2        17.2
  Common stocks--Note 6.....         3.1          3.1         2.3         2.3
  Mortgage loans on real
    estate--Note 6..........       388.1        401.3       273.9       285.8
  Policy loans--Note 1......       137.7        137.7       106.8       106.8
  Cash and cash
    equivalents--Note 1.....        19.9         19.9       143.2       143.2
Derivatives assets
 (liabilities) relating
 to:--Note 8
  Futures contracts.........        (0.5)        (0.5)       (0.4)       (0.4)
  Interest rate swaps.......          --        (17.7)         --        (7.8)
  Currency rate swaps.......          --         (3.3)         --        (2.1)
  Interest rate caps........         3.1          3.1         1.4         1.4
Liabilities
  Commitments--Note 10......          --         32.1          --       194.5


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

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)

The Company relies on John Hancock, its parent company, for information
processing services. 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 John Hancock's computer programs that have date-sensitive software, including
those relied upon by the Company, 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.

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.


                                       61
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED

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, including those impacting the Company, 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.

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 to
John Hancock, 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 to John Hancock, 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.

                                      62
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--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, including those upon which the Company relies, would not have material
adverse effect on John Hancock or 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 numerous customers that hold 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.

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 and the Company depend. John
Hancock'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
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.

                                      63
<PAGE>

                         UNAUDITED FINANCIAL STATEMENTS
                         ------------------------------

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENT OF ASSETS AND LIABILITIES

                               SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                                  INTERNATIONAL
                         LARGE CAP    SOVEREIGN      EQUITY       SMALL CAP    INTERNATIONAL
                          GROWTH        BOND          INDEX        GROWTH        BALANCED
                        SUBACCOUNT   SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                        -----------  -----------  -------------  -----------  ---------------
<S>                     <C>          <C>          <C>            <C>          <C>
ASSETS
Investments in shares
 of portfolios of
 John Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $92,200,781  $39,346,141   $21,832,323   $15,284,598    $4,084,101
Investments in shares
 of portfolios of M
 Fund Inc., at value             --           --            --            --            --
Receivable from:
 John Hancock Variable
  Series Trust I. . .        54,995      229,864        22,731            --        10,203
 M Fund Inc.  . . . .            --           --            --            --            --
                        -----------  -----------   -----------   -----------    ----------
Total assets. . . . .    92,255,776   39,576,005    21,855,054    15,284,598     4,094,304
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .            --           --            --            --            --
 M Fund Inc.  . . . .            --           --            --            --            --
Asset charges payable           911          361           246           175            38
                        -----------  -----------   -----------   -----------    ----------
Total liabilities . .           911          361           246           175            38
                        -----------  -----------   -----------   -----------    ----------
Net assets. . . . . .   $92,254,865  $39,575,644   $21,854,808   $15,284,423    $4,094,266
                        ===========  ===========   ===========   ===========    ==========
</TABLE>




<TABLE>
<CAPTION>
                          MID CAP     LARGE CAP      MONEY       MID CAP     SMALL/MID
                          GROWTH        VALUE       MARKET        VALUE      CAP GROWTH
                        SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                        -----------  -----------  -----------  -----------  ------------
<S>                     <C>          <C>          <C>          <C>          <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $27,931,146  $29,520,166  $83,999,034  $17,751,143   $7,148,507
Investments in shares
 of portfolios of M
 Fund Inc., at value             --           --           --           --           --
Receivable from:
 John Hancock Variable
  Series Trust I. . .            --       45,438       11,775        5,708           --
 M Fund Inc.  . . . .            --           --           --           --           --
                        -----------  -----------  -----------  -----------   ----------
Total assets. . . . .    27,931,146   29,565,604   84,010,809   17,756,851    7,148,507
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .            --           --           --           --           --
 M Fund Inc.  . . . .            --           --           --           --           --
Asset charges payable           306          274          979          186           87
                        -----------  -----------  -----------  -----------   ----------
Total liabilities . .           306          274          979          186           87
                        -----------  -----------  -----------  -----------   ----------
Net assets. . . . . .   $27,930,840  $29,565,330  $84,009,830  $17,756,665   $7,148,420
                        ===========  ===========  ===========  ===========   ==========
</TABLE>

See accompanying notes.

                                      64
<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                        REAL ESTATE    GROWTH &                  SHORT-TERM     SMALL CAP
                          EQUITY        INCOME       MANAGED        BOND          VALUE
                        SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                        -----------  ------------  ------------  -----------  -------------
<S>                     <C>          <C>           <C>           <C>          <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $10,906,437  $173,115,471  $115,657,144  $11,871,018   $14,572,300
Investments in shares
 of portfolios of M
 Fund Inc., at value             --            --            --           --            --
Receivable from:
 John Hancock Variable
  Series Trust I  . .       104,247       174,505       292,487       61,438        14,293
 M Fund Inc.  . . . .            --            --            --           --            --
                        -----------  ------------  ------------  -----------   -----------
Total assets  . . . .    11,010,684   173,289,976   115,949,631   11,932,456    14,586,593
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .            --            --            --           --            --
 M Fund Inc.  . . . .            --            --            --           --            --
Asset charges payable            90         2,171         1,752          107           187
                        -----------  ------------  ------------  -----------   -----------
Total liabilities . .            90         2,171         1,752          107           187
                        -----------  ------------  ------------  -----------   -----------
Net assets  . . . . .   $11,010,594  $173,287,805  $115,947,879  $11,932,349   $14,586,406
                        ===========  ============  ============  ===========   ===========
</TABLE>




<TABLE>
<CAPTION>
                                                                   TURNER        BRANDES
                        INTERNATIONAL     EQUITY       GLOBAL       CORE      INTERNATIONAL
                        OPPORTUNITIES     INDEX         BOND       GROWTH        EQUITY
                         SUBACCOUNT     SUBACCOUNT   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                        -------------  ------------  ----------  ----------  ---------------
<S>                     <C>            <C>           <C>         <C>         <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust  I, at
 value. . . . . . . .    $23,208,617   $103,805,746  $8,153,781  $7,571,495    $11,847,858
Investments in shares
 of portfolios of M
 Fund Inc., at value              --             --          --          --             --
Receivable from:
 John Hancock Variable
  Series Trust  I . .          6,844        136,338      33,554          --             --
 M Fund Inc.  . . . .             --             --          --          --             --
                         -----------   ------------  ----------  ----------    -----------
Total assets  . . . .     23,215,461    103,942,084   8,187,335   7,571,495     11,847,858
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .             --             --          --          --             --
 M Fund Inc.  . . . .             --             --          --          --             --
Asset charges payable            254            996          95          77            103
                         -----------   ------------  ----------  ----------    -----------
Total liabilities . .            254            996          95          77            103
                         -----------   ------------  ----------  ----------    -----------
Net assets  . . . . .    $23,215,207   $103,941,088  $8,187,240  $7,571,418    $11,847,755
                         ===========   ============  ==========  ==========    ===========
</TABLE>

See accompanying notes.

                                      65
<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                              FRONTIER                  EMERGING                                           HIGH
                                              CAPITAL      ENHANCED     MARKETS      GLOBAL       BOND     SMALL/MID      YIELD
                                            APPRECIATION  U.S. EQUITY    EQUITY      EQUITY      INDEX      CAP CORE       BOND
                                             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. . . . . . . . . . . . . . . . . .   $12,627,493   $4,469,282   $3,746,618  $2,109,315   $507,671   $2,826,207    $462,394
Investments in shares of portfolios of M
 Fund Inc., at value. . . . . . . . . . .            --           --           --          --         --           --          --
Receivable from:
 John Hancock Variable Series Trust I . .            --           --       25,297          --        476       15,484         840
 M Fund Inc.  . . . . . . . . . . . . . .            --           --           --          --         --           --          --
                                            -----------   ----------   ----------  ----------   --------   ----------    --------
Total assets. . . . . . . . . . . . . . .    12,627,493    4,469,282    3,771,915   2,109,315    508,147    2,841,691     463,234
LIABILITIES
Payable to:
 John Hancock Variable Life
  Insurance Company . . . . . . . . . . .            --           --           --          --         --           --          --
 M Fund Inc.  . . . . . . . . . . . . . .            --           --           --          --         --           --          --
Asset charges payable . . . . . . . . . .           114           41           33          27          6           37           6
                                            -----------   ----------   ----------  ----------   --------   ----------    --------
Total liabilities . . . . . . . . . . . .           114           41           33          27          6           37           6
                                            -----------   ----------   ----------  ----------   --------   ----------    --------
Net assets. . . . . . . . . . . . . . . .   $12,627,379   $4,469,241   $3,771,882  $2,109,288   $508,141   $2,841,654    $463,228
                                            ===========   ==========   ==========  ==========   ========   ==========    ========
</TABLE>

See accompanying notes.

                                      66

<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                            STATEMENTS OF OPERATIONS

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                 LARGE CAP GROWTH                       SOVEREIGN BOND
                                    SUBACCOUNT                            SUBACCOUNT
                        ------------------------------------  -----------------------------------
                           1999         1998         1997        1999          1998         1997
                        -----------  -----------  ----------  ------------  -----------  ----------
<S>                     <C>          <C>          <C>         <C>           <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  227,104   $ 6,312,073  $2,884,498  $ 2,002,341   $2,190,901    $855,742
  M Fund Inc. . . . .                         --          --                        --          --
                        ----------   -----------  ----------  -----------   ----------    --------
Total investment
 income . . . . . . .      227,104     6,312,073   2,884,498    2,002,341    2,190,901     855,742
Expenses:
 Mortality and expense
  risks . . . . . . .      229,975       168,652      91,256       94,007       93,556      39,184
                        ----------   -----------  ----------  -----------   ----------    --------
Net investment income
 (loss) . . . . . . .       (2,871)    6,143,421   2,793,242    1,908,334    2,097,345     816,558
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    3,387,468     1,750,881     619,721   (1,027,518)     185,230      80,538
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (113,963)    8,041,022   2,301,920   (1,369,595)    (378,058)     63,687
                        ----------   -----------  ----------  -----------   ----------    --------
Net realized and
 unrealized gain
 (loss) on investments   3,273,505     9,791,903   2,921,641   (2,397,113)    (192,828)    144,225
                        ----------   -----------  ----------  -----------   ----------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $3,270,634   $15,935,324  $5,714,883  $  (488,779)  $1,904,517    $960,783
                        ==========   ===========  ==========  ===========   ==========    ========
</TABLE>




<TABLE>
<CAPTION>
                             INTERNATIONAL EQUITY INDEX                 SMALL CAP GROWTH
                                     SUBACCOUNT                            SUBACCOUNT
                        ------------------------------------   ----------------------------------
                           1999         1998        1997          1999         1998        1997*
                        -----------  ----------  ------------  -----------  -----------  -----------
<S>                     <C>          <C>         <C>           <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  195,872   $1,930,710  $   422,913   $       --   $       --    $    473
  M Fund Inc. . . . .                        --           --           --           --          --
                        ----------   ----------  -----------   ----------   ----------    --------
Total investment
 income . . . . . . .      195,872    1,930,710      422,913           --           --         473
Expenses:
 Mortality and expense
  risks . . . . . . .       54,048       45,651       33,893       37,686       22,593       6,547
                        ----------   ----------  -----------   ----------   ----------    --------
Net investment income
 (loss) . . . . . . .      141,824    1,885,059      389,020      (37,686)     (22,593)     (6,074)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     (142,141)     152,030      244,810    1,498,613       58,729      21,707
 Net unrealized
  appreciation
  (depreciation)
  during the period .    1,614,434       78,480   (1,219,540)     195,008    1,070,805     126,699
                        ----------   ----------  -----------   ----------   ----------    --------
Net realized and
 unrealized gain
 (loss) on investments   1,472,293      230,510     (974,730)   1,693,621    1,129,534     148,406
                        ----------   ----------  -----------   ----------   ----------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $1,614,117   $2,115,569  $  (585,710)  $1,655,935   $1,106,941    $142,332
                        ==========   ==========  ===========   ==========   ==========    ========
</TABLE>



- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.

                                      67
<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                             INTERNATIONAL BALANCED                   MID CAP GROWTH
                                   SUBACCOUNT                           SUBACCOUNT
                        --------------------------------   ---------------------------------
                          1999         1998      1997*        1999         1998       1997*
                        ----------  ----------  ---------  -----------  ----------  -----------
<S>                     <C>         <C>         <C>        <C>          <C>         <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  80,598   $  185,760  $ 61,249   $       --   $1,114,374   $     --
  M Fund Inc. . . . .                       --        --           --           --         --
                        ---------   ----------  --------   ----------   ----------   --------
Total investment
 income . . . . . . .      80,598      185,760    61,249                 1,114,374         --
Expenses:
 Mortality and expense
  risks . . . . . . .      10,024        9,687     4,443       58,615       26,123      8,287
                        ---------   ----------  --------   ----------   ----------   --------
Net investment income
 (loss) . . . . . . .      70,574      176,073    56,806      (58,615)   1,088,251     (8,287)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      16,541       24,206     8,667    3,658,156      599,619      1,235
 Net unrealized
  appreciation
  (depreciation)
  during the
  period  . . . . . .    (154,517)     147,461   (67,714)   2,310,392    1,184,263    486,186
                        ---------   ----------  --------   ----------   ----------   --------
Net realized and
 unrealized gain
 (loss) on investments   (137,976)     171,667   (59,047)   5,968,548    1,783,882    487,421
                        ---------   ----------  --------   ----------   ----------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ (67,402)  $  347,740  $ (2,241)  $5,909,933   $2,872,133   $479,134
                        =========   ==========  ========   ==========   ==========   ========
</TABLE>




<TABLE>
<CAPTION>
                                LARGE CAP VALUE                     MONEY MARKET
                                  SUBACCOUNT                         SUBACCOUNT
                        --------------------------------  --------------------------------
                          1999         1998      1997*       1999        1998        1997
                        ----------  ----------  --------  ----------  ----------  ----------
<S>                     <C>         <C>         <C>       <C>         <C>         <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $ 347,879   $  797,874  $194,199  $2,315,311  $1,854,829   $758,434
  M Fund Inc. . . . .          --           --        --          --          --         --
                        ---------   ----------  --------  ----------  ----------   --------
Total investment
 income . . . . . . .     347,879      797,874   194,199   2,315,311   1,854,829    758,434
Expenses:
 Mortality and expense
  risks . . . . . . .      63,869       41,415    11,163     212,053     167,813     66,882
                        ---------   ----------  --------  ----------  ----------   --------
Net investment income     284,010      756,459   183,036   2,103,258   1,687,016    691,552
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains .     518,175      330,827   164,821         ---          --         --
 Net unrealized
  appreciation
  (depreciation)
  during the
  period  . . . . . .    (959,529)     145,355   279,449         ---          --         --
                        ---------   ----------  --------  ----------  ----------   --------
Net realized and
 unrealized gain
 (loss) on investments   (441,354)     476,182   444,270          --          --         --
                        ---------   ----------  --------  ----------  ----------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(157,344)  $1,232,641  $627,306  $2,103,258  $1,687,016   $691,552
                        =========   ==========  ========  ==========  ==========   ========
</TABLE>



- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.

                                      68

<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                   MID CAP VALUE                          SMALL/MID CAP
                                     SUBACCOUNT                         GROWTH SUBACCOUNT
                        ------------------------------------   ------------------------------------
                           1999          1998        1997*        1999         1998         1997*
                        ------------  ------------  ---------  -----------  -----------  -------------
<S>                     <C>           <C>           <C>        <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $    81,045   $   120,469   $446,081   $       --   $   142,469   $  878,600
  M Fund Inc. . . . .            --            --         --           --            --           --
                        -----------   -----------   --------   ----------   -----------   ----------
Total investment
 income . . . . . . .        81,045       120,469    446,081           --       142,469      878,600
Expenses:
 Mortality and expense
  risks . . . . . . .        50,885        45,020     11,421       24,475        34,432       35,934
                        -----------   -----------   --------   ----------   -----------   ----------
Net investment income
 (loss) . . . . . . .        30,160        75,449    434,660      (24,475)      108,037      842,666
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (1,028,769)     (538,516)   101,787       89,273       232,246      297,666
 Net unrealized
  appreciation
  (depreciation)
  during the period .       191,362      (830,390)   (39,717)    (414,715)      236,333     (730,748)
                        -----------   -----------   --------   ----------   -----------   ----------
Net realized and
 unrealized gain
 (loss) on
 investments  . . . .      (837,407)   (1,368,906)    62,070     (325,442)      468,579     (433,082)
                        -----------   -----------   --------   ----------   -----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $  (807,247)  $(1,293,457)  $496,730   $ (349,917)  $   576,616   $  409,584
                        ===========   ===========   ========   ==========   ===========   ==========
</TABLE>




<TABLE>
<CAPTION>
                                REAL ESTATE EQUITY                     GROWTH & INCOME
                                    SUBACCOUNT                            SUBACCOUNT
                        ----------------------------------   -------------------------------------
                          1999         1998         1997        1999          1998          1997
                        ----------  ------------  ---------  ------------  -----------  ------------
<S>                     <C>         <C>           <C>        <C>           <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $ 411,677   $   305,783   $246,677   $ 1,174,537   $ 9,266,175   $5,917,063
  M Fund Inc. . . . .                                   --                          --           --
                        ---------   -----------   --------   -----------   -----------   ----------
Total investment
 income . . . . . . .     411,677       305,783    246,677     1,174,537     9,266,175    5,917,063
Expenses:
 Mortality and expense
  risks . . . . . . .      21,292        22,716     13,879       496,079       290,361      169,135
                        ---------   -----------   --------   -----------   -----------   ----------
Net investment income     390,385       283,067    232,798       678,458     8,975,814    5,747,928
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (468,995)     (454,979)   252,095     5,350,546     2,061,212    2,390,414
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (73,436)     (698,676)   (13,488)   (5,293,387)    7,759,307      435,778
                        ---------   -----------   --------   -----------   -----------   ----------
Net realized and
 unrealized gain
 (loss) on
 investments  . . . .    (542,431)   (1,153,655)   238,607        57,159     9,820,519    2,826,192
                        ---------   -----------   --------   -----------   -----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(152,046)  $  (870,588)  $471,405   $   735,617   $18,796,333   $8,574,120
                        =========   ===========   ========   ===========   ===========   ==========
</TABLE>



- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.

                                      69
<PAGE>

                   UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                      MANAGED                           SHORT-TERM BOND
                                    SUBACCOUNT                             SUBACCOUNT
                        ------------------------------------  -----------------------------------
                           1999          1998        1997        1999         1998         1997*
                        ------------  ----------  ----------  -----------  -----------  -------------
<S>                     <C>           <C>         <C>         <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $ 1,923,327   $3,606,186  $1,879,954  $  774,406   $  977,164    $  415,542
  M Fund Inc. . . . .            --           --          --          --           --            --
                        -----------   ----------  ----------  ----------   ----------    ----------
Total investment
 income . . . . . . .     1,923,327    3,606,186   1,879,954     774,406      977,164       415,542
Expenses:
 Mortality and expense
  risks . . . . . . .       326,877      121,905      65,383      40,485       50,947        20,551
                        -----------   ----------  ----------  ----------   ----------    ----------
Net investment income     1,596,450    3,484,281   1,814,571     733,921      926,217       394,991
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     1,839,191      278,186     171,318    (409,973)      24,740        35,294
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (5,324,871)   1,791,231     715,231     (33,284)    (136,999)      (25,976)
                        -----------   ----------  ----------  ----------   ----------    ----------
Net realized and
 unrealized gain
 (loss) on
 investments  . . . .    (3,485,680)   2,069,417     886,549    (443,257)    (112,259)        9,318
                        -----------   ----------  ----------  ----------   ----------    ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(1,889,230)  $5,553,698  $2,701,120  $  290,664   $  813,958    $  404,309
                        ===========   ==========  ==========  ==========   ==========    ==========
</TABLE>




<TABLE>
<CAPTION>
                                SMALL CAP VALUE               INTERNATIONAL OPPORTUNITIES
                                   SUBACCOUNT                          SUBACCOUNT
                        --------------------------------   ---------------------------------
                          1999        1998       1997*        1999        1998        1997*
                        ----------  ----------  ---------  ----------  ----------  ------------
<S>                     <C>         <C>         <C>        <C>         <C>         <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $  52,178   $  47,350   $299,278   $  194,885  $  103,399   $  69,078
  M Fund Inc. . . . .          --          --         --                       --          --
                        ---------   ---------   --------   ----------  ----------   ---------
Total investment
 income . . . . . . .      52,178      47,350    299,278      194,885     103,399      69,078
Expenses:
 Mortality and expense
  risks . . . . . . .      47,179      33,335      8,494       62,943      50,003      13,177
                        ---------   ---------   --------   ----------  ----------   ---------
Net investment income       4,999      14,015    290,784      131,942      53,396      55,901
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (615,546)     (9,919)    75,149      591,897     191,495      80,782
 Net unrealized
  appreciation
  (depreciation)
  during the period .     214,351    (523,693)   (18,626)     889,233   1,108,416    (260,664)
                        ---------   ---------   --------   ----------  ----------   ---------
Net realized and
 unrealized gain
 (loss) on
 investments  . . . .    (401,195)   (533,612)    56,523    1,481,130   1,299,911    (179,882)
                        ---------   ---------   --------   ----------  ----------   ---------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(396,196)  $(519,597)  $347,307   $1,613,072  $1,353,307   $(123,981)
                        =========   =========   ========   ==========  ==========   =========
</TABLE>



- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.

                                      70
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                     STATEMENTS OF OPERATIONS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                       EQUITY INDEX                         GLOBAL BOND
                                                        SUBACCOUNT                          SUBACCOUNT
                                            ------------------------------------  -------------------------------
                                               1999          1998       1997*        1999        1998      1997*
                                            ------------  ----------  ----------  -----------  --------  -----------
<S>                                         <C>           <C>         <C>         <C>          <C>       <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I............................      $   928,898   $1,337,750  $  409,920  $  294,776   $303,545   $ 74,850
  M Fund Inc..........................               --           --          --          --         --         --
                                            -----------   ----------  ----------  ----------   --------   --------
Total investment
 income...............................          928,898    1,337,750     409,920     294,776    303,545     74,850
Expenses:
 Mortality and expense
  risks...............................          225,185      126,021      31,223      26,235     19,894      3,820
                                            -----------   ----------  ----------  ----------   --------   --------
Net investment income.................          703,713    1,211,729     378,697     268,541    283,651     71,030
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses)............................        5,336,591      691,270     901,978    (118,680)    81,659      8,335
 Net unrealized
  appreciation
  (depreciation)
  during the
  period..............................       (4,169,903)   6,098,919     392,256    (347,529)    43,608    (11,727)
                                            -----------   ----------  ----------  ----------   --------   --------
Net realized and
 unrealized gain
 (loss) on investments................        1,166,688    6,790,189   1,294,234    (466,209)   125,267     (3,392)
                                            -----------   ----------  ----------  ----------   --------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations...........................      $ 1,870,401   $8,001,918  $1,672,931  $ (197,668)  $408,918   $ 67,638
                                            ===========   ==========  ==========  ==========   ========   ========
</TABLE>




<TABLE>
<CAPTION>
                                                               TURNER CORE GROWTH                     BRANDES INTERNATIONAL
                                                                   SUBACCOUNT                           EQUITY SUBACCOUNT
                                                   -------------------------------------------   -------------------------------
                                                     1999           1998             1997           1999        1998       1997
                                                   ----------  ---------------  ---------------  -----------  --------  -----------
<S>                                                <C>         <C>              <C>              <C>          <C>       <C>
Investment income:
 Distributions received from:
  John Hancock Variable Series Trust I . . . . .   $ 292,199   $           --   $           --   $       --   $     --   $     --
  M Fund Inc.  . . . . . . . . . . . . . . . . .          --           84,940           91,360           --    358,080     32,677
                                                   ---------   --------------   --------------   ----------   --------   --------
Total investment income  . . . . . . . . . . . .     292,199           84,940           91,360           --    358,080     32,677
Expenses:
 Mortality and expense risks . . . . . . . . . .      21,010            7,737            4,071       22,958     14,434      7,502
                                                   ---------   --------------   --------------   ----------   --------   --------
Net investment income (loss) . . . . . . . . . .     271,189           77,203           87,289      (22,958)   343,646     25,175
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains  . . . . . . . . . . . . . .     941,075          156,278           76,711      461,333     89,337     12,541
 Net unrealized appreciation (depreciation)
  during the
  period . . . . . . . . . . . . . . . . . . . .    (717,538)         562,620           32,626    1,215,652     91,915    (26,022)
                                                   ---------   --------------   --------------   ----------   --------   --------
Net realized and unrealized gain (loss) on
 investments . . . . . . . . . . . . . . . . . .     223,537          718,898          109,337    1,676,985    181,252    (13,481)
                                                   ---------   --------------   --------------   ----------   --------   --------
Net increase (decrease) in net assets resulting
 from
 operations  . . . . . . . . . . . . . . . . . .   $ 494,726   $      796,101   $      196,626   $1,654,027   $524,898   $ 11,694
                                                   =========   ==============   ==============   ==========   ========   ========
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       71
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                     STATEMENTS OF OPERATIONS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                              FRONTIER CAPITAL APPRECIATION          ENHANCED U.S. EQUITY
                                                        SUBACCOUNT                        SUBACCOUNT
                                            ----------------------------------   ------------------------------
                                               1999        1998        1997        1999       1998        1997
                                            -----------  ----------  ----------  ---------  ---------  ----------
<S>                                         <C>          <C>         <C>         <C>        <C>        <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I............................      $       --   $      --   $      --   $     --   $      --   $     --
  M Fund Inc..........................              --      34,738     128,190         --      72,302     15,335
                                            ----------   ---------   ---------   --------   ---------   --------
Total investment
 income...............................              --      34,738     128,190         --      72,302     15,335
Expenses:
 Mortality and expense
  risks...............................          26,095      24,841      10,040      9,396       4,069        478
                                            ----------   ---------   ---------   --------   ---------   --------
Net investment income
 (loss)...............................         (26,095)      9,897     118,150     (9,396)     68,233     14,857
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses)............................         465,257    (445,752)    614,358    113,364      87,723      4,177
 Net unrealized
  appreciation
  (depreciation)
  during the
  period..............................       1,081,356     432,064    (368,570)    67,419      89,677      6,844
                                            ----------   ---------   ---------   --------   ---------   --------
Net realized and
 unrealized gain
 (loss) on investments................       1,546,613     (13,688)    245,788    180,783     177,400     11,021
                                            ----------   ---------   ---------   --------   ---------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations...........................      $1,520,518   $  (3,791)  $ 363,938   $171,387   $ 245,633   $ 25,878
                                            ==========   =========   =========   ========   =========   ========
</TABLE>




<TABLE>
<CAPTION>
                                                   EMERGING
                                                MARKETS EQUITY           GLOBAL EQUITY            BOND INDEX
                                                  SUBACCOUNT              SUBACCOUNT              SUBACCOUNT
                                            ----------------------   ---------------------   ---------------------
                                              1999        1998**       1999       1998**        1999        1998**
                                            ----------  -----------  ---------  -----------  -----------  -----------
<S>                                         <C>         <C>          <C>        <C>          <C>          <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I............................      $   1,810   $      522   $  3,415   $      491   $   86,677    $ 23,842
  M Fund Inc..........................             --           --         --           --           --          --
                                            ---------   ----------   --------   ----------   ----------    --------
Total investment
 income...............................          1,810          522      3,415          491       86,677      23,842
Expenses:
 Mortality and expense
  risks...............................          1,908          387      1,125          339        6,704         937
                                            ---------   ----------   --------   ----------   ----------    --------
Net investment income
 (loss)...............................            (98)         135      2,290          152       79,973      22,905
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses)............................         46,712      (45,975)    37,732      (21,835)     (57,740)      1,002
 Net unrealized
  appreciation
  (depreciation)
  during the
  period..............................        (50,240)       2,289    (14,368)       4,812      (52,695)    (10,217)
                                            ---------   ----------   --------   ----------   ----------    --------
Net realized and
 unrealized gain
 (loss) on investments................         (3,528)     (43,686)    23,364      (17,023)    (110,435)     (9,215)
                                            ---------   ----------   --------   ----------   ----------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations...........................      $  (3,626)  $  (43,551)  $ 25,654   $  (16,871)  $  (30,462)   $ 13,690
                                            =========   ==========   ========   ==========   ==========    ========
</TABLE>


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

See accompanying notes.


                                       72
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                     STATEMENTS OF OPERATIONS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


                                        SMALL/MID            HIGH YIELD
                                        CAP CORE                BOND
                                       SUBACCOUNT            SUBACCOUNT
                                   -------------------   --------------------
                                     1999      1998**       1999      1998**
                                   ---------  --------   ----------  --------
Investment income:
 Distributions received from:
  John Hancock Variable Series
   Trust I.......................  $    840   $     --   $ 277,642    $ 88,721
  M Fund Inc.....................        --         --          --          --
                                   --------   --------   ---------    --------
Total investment income..........       840         --     277,642      88,721
Expenses:
 Mortality and expense risks.....     1,444        535       8,369       1,962
                                   --------   --------   ---------    --------
Net investment income (loss).....      (604)      (535)    269,273      86,759
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses).....    45,449    (25,196)    109,716      64,824
 Net unrealized appreciation
  (depreciation) during the
  period.........................   (33,284)    18,718    (285,080)    149,416
                                   --------   --------   ---------    --------
Net realized and unrealized gain
 (loss) on investments...........    12,165     (6,478)   (175,364)    214,240
                                   --------   --------   ---------    --------
Net increase (decrease) in net
 assets resulting from operations  $ 11,561   $ (7,013)  $  93,909    $300,999
                                   ========   ========   =========    ========


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

See accompanying notes.


                                       73
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF CHANGES IN NET ASSETS

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                       LARGE CAP GROWTH                             SOVEREIGN BOND
                                                          SUBACCOUNT                                  SUBACCOUNT
                                          ------------------------------------------   ------------------------------------------
                                              1999           1998           1997           1999           1998           1997
                                          -------------  -------------  -------------  -------------  -------------  ------------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) . . . . .   $     (2,871)  $  6,143,421   $  2,793,242   $  1,908,334   $  2,097,345    $   816,558
 Net realized gains (losses)  . . . . .      3,387,468      1,750,881        619,721     (1,027,518)       185,230         80,538
 Net unrealized appreciation
  (depreciation) during the period  . .       (113,963)     8,041,022      2,301,920     (1,369,595)      (378,058)        63,687
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from operations  . . . . . .      3,270,634     15,935,324      5,714,883       (488,779)     1,904,517        960,783
From policyholder transactions:
 Net premiums from policyholders  . . .     54,064,981     29,859,648     20,264,849     64,319,705     38,567,292     21,324,560
 Net benefits to policyholders  . . . .    (30,098,970)   (13,281,028)   (10,390,849)   (56,797,249)   (27,391,317)    (8,009,615)
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase in net assets resulting
 from policyholder transactions . . . .     23,996,011     16,578,620      9,874,000      7,522,456     11,175,975     13,314,945
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net increase in net assets  . . . . . .     27,236,645     32,513,944     15,588,883      7,033,677     13,080,492     14,275,728
Net assets at beginning of period . . .     65,018,220     32,504,276     16,915,393     32,541,967     19,461,475      5,185,747
                                          ------------   ------------   ------------   ------------   ------------    -----------
Net assets at end of period . . . . . .   $ 92,254,865   $ 65,018,220   $ 32,504,276   $ 39,575,644   $ 32,541,967    $19,461,475
                                          ============   ============   ============   ============   ============    ===========
</TABLE>


<TABLE>
<CAPTION>
                                            INTERNATIONAL EQUITY INDEX                          SMALL CAP GROWTH
                                                    SUBACCOUNT                                     SUBACCOUNT
                                    ------------------------------------------   ------------------------------------------------
                                        1999           1998           1997           1999             1998             1997*
                                    --------------  ------------  -------------  --------------  ---------------  ---------------
<S>                                 <C>             <C>           <C>            <C>             <C>              <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss) . .   $     141,824   $ 1,885,059   $    389,020   $     (37,686)  $      (22,593)   $       (6,074)
 Net realized gains (losses)  . .        (142,141)      152,030        244,810       1,498,613           58,729            21,707
 Net unrealized appreciation
  (depreciation) during the period      1,614,434        78,480     (1,219,540)        195,008        1,070,805           126,699
                                    -------------   -----------   ------------   -------------   --------------    --------------
Net increase (decrease) in net
 assets resulting from operations       1,614,117     2,115,569       (585,710)      1,655,935        1,106,941           142,332
From policyholder transactions:
 Net premiums from policyholders       35,900,399    10,034,119      8,150,400      30,452,605       12,088,047         2,870,481
 Net benefits to policyholders  .     (28,255,338)   (8,344,107)    (4,505,840)    (25,902,223)      (6,621,834)       (1,005,386)
                                    -------------   -----------   ------------   -------------   --------------    --------------
Net increase in net assets
 resulting from policyholder
 transactions . . . . . . . . . .       7,645,061     1,690,012      3,644,560       4,550,382        5,466,213         1,865,095
                                    -------------   -----------   ------------   -------------   --------------    --------------
Net increase in net assets  . . .       9,259,178     3,805,581      3,058,850       6,206,317        6,573,154         2,007,427
Net assets at beginning of period      12,595,630     8,790,049      5,731,199       9,078,106        2,504,952           497,525
                                    -------------   -----------   ------------   -------------   --------------    --------------
Net assets at end of period . . .   $  21,854,808   $12,595,630   $  8,790,049   $  15,284,423   $    9,078,106    $    2,504,952
                                    =============   ===========   ============   =============   ==============    ==============
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       74
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                 INTERNATIONAL BALANCED                           MID CAP GROWTH
                                                       SUBACCOUNT                                   SUBACCOUNT
                                        ----------------------------------------   ----------------------------------------------
                                            1999          1998          1997*          1999            1998             1997*
                                        -------------  ------------  ------------  --------------  --------------  --------------
<S>                                     <C>            <C>           <C>           <C>             <C>             <C>
Increase (decrease) in net assets from
operations:
 Net investment income (loss) . . . .   $     70,574   $   176,073   $    56,806   $     (58,615)  $   1,088,251    $      (8,287)
 Net realized gains . . . . . . . . .         16,541        24,206         8,667       3,658,156         599,619            1,235
 Net unrealized appreciation
  (depreciation) during the period  .       (154,517)      147,461       (67,714)      2,310,392       1,184,263          486,186
                                        ------------   -----------   -----------   -------------   -------------    -------------
Net increase (decrease) in net assets
 resulting from
 operations . . . . . . . . . . . . .        (67,402)      347,740        (2,241)      5,909,933       2,872,133          479,134
From policyholder transactions:
 Net premiums from policyholders  . .      4,281,430     3,163,316     1,608,069      37,185,080      11,323,614        3,212,754
 Net benefits to policyholders  . . .     (3,223,089)   (1,882,974)     (282,878)    (27,842,617)     (5,132,055)        (915,459)
                                        ------------   -----------   -----------   -------------   -------------    -------------
Net increase in net assets resulting
 from policyholder transactions . . .      1,058,341     1,280,342     1,325,191       9,342,463       6,191,559        2,297,295
                                        ------------   -----------   -----------   -------------   -------------    -------------
Net increase in net assets  . . . . .        990,939     1,628,082     1,322,950      15,252,396       9,063,692        2,776,429
Net assets at beginning of period . .      3,103,327     1,475,245       152,295      12,678,444       3,614,752          838,323
                                        ------------   -----------   -----------   -------------   -------------    -------------
Net assets at end of period . . . . .   $  4,094,266   $ 3,103,327   $ 1,475,245   $  27,930,840   $  12,678,444    $   3,614,752
                                        ============   ===========   ===========   =============   =============    =============
</TABLE>


<TABLE>
<CAPTION>
                                            LARGE CAP VALUE                                     MONEY MARKET
                                              SUBACCOUNT                                         SUBACCOUNT
                              -------------------------------------------   -----------------------------------------------------
                                  1999            1998           1997*            1999              1998               1997
                              --------------  --------------  ------------  -----------------  ----------------  ----------------
<S>                           <C>             <C>             <C>           <C>                <C>               <C>
Increase in net assets from
operations:
 Net investment income  . .   $     284,010   $     756,459   $   183,036   $      2,103,258   $     1,687,016    $       691,552
 Net realized gains . . . .         518,175         330,827       164,821                 --                --                 --
 Net unrealized appreciation
  during the period . . . .        (959,529)        145,355       279,449                 --                --                 --
                              -------------   -------------   -----------   ----------------   ---------------    ---------------
Net increase (decrease) in
 net assets resulting from
 operations . . . . . . . .        (157,344)      1,232,641       627,306          2,103,258         1,687,016            691,552
From policyholder
transactions:
 Net premiums from
  policyholders . . . . . .      33,138,914      15,144,316     5,421,062        717,899,106       340,377,358        103,737,470
 Net benefits to
  policyholders . . . . . .     (20,045,760)     (4,937,583)   (1,620,578)      (722,504,192)     (269,723,839)      (100,296,756)
                              -------------   -------------   -----------   ----------------   ---------------    ---------------
Net increase in net assets
 resulting from policyholder
 transactions . . . . . . .      13,093,154      10,206,733     3,800,484         (4,605,086)       70,653,519          3,440,714
                              -------------   -------------   -----------   ----------------   ---------------    ---------------
Net increase in net assets       12,935,810      11,439,374     4,427,790         (2,501,828)       72,340,535          4,132,266
Net assets at beginning of
 period . . . . . . . . . .      16,629,520       5,190,146       762,356         86,511,658        14,171,123         10,038,857
                              -------------   -------------   -----------   ----------------   ---------------    ---------------
Net assets at end of period   $  29,565,330   $  16,629,520   $ 5,190,146   $     84,009,830   $    86,511,658    $    14,171,123
                              =============   =============   ===========   ================   ===============    ===============
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       75
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                        MID CAP VALUE                            SMALL/MID CAP GROWTH
                                                          SUBACCOUNT                                  SUBACCOUNT
                                           ----------------------------------------   -------------------------------------------
                                               1999          1998          1997*          1999           1998            1997
                                           -------------  ------------  ------------  -------------  -------------  -------------
<S>                                        <C>            <C>           <C>           <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . . .   $     30,160   $    75,449   $   434,660   $    (24,475)  $    108,037    $    842,666
 Net realized gains (losses) . . . . . .     (1,028,769)     (538,516)      101,787         89,273        232,246         297,666
 Net unrealized appreciation
  (depreciation) during the period . . .        191,362      (830,390)      (39,717)      (414,715)       236,333        (730,748)
                                           ------------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . .       (807,247)   (1,293,457)      496,730       (349,917)       576,616         409,584
From policyholder transactions:
 Net premiums from policyholders . . . .     27,209,180    18,837,112     6,323,061      8,162,289      4,563,154       8,511,081
 Net benefits to policyholders . . . . .    (24,399,879)   (7,855,945)   (1,089,206)    (8,155,365)    (6,481,542)     (6,274,668)
                                           ------------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions     2,809,301    10,981,167     5,233,855          6,924     (1,918,388)      2,236,413
                                           ------------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets  .      2,002,054     9,687,710     5,730,585       (342,993)    (1,341,772)      2,645,997
Net assets at beginning of period  . . .     15,754,611     6,066,901       336,316      7,491,413      8,833,185       6,187,188
                                           ------------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period  . . . . . .   $ 17,756,665   $15,754,611   $ 6,066,901   $  7,148,420   $  7,491,413    $  8,833,185
                                           ============   ===========   ===========   ============   ============    ============
</TABLE>


<TABLE>
<CAPTION>
                                               REAL ESTATE EQUITY                                GROWTH & INCOME
                                                   SUBACCOUNT                                      SUBACCOUNT
                                  --------------------------------------------   ------------------------------------------------
                                       1999            1998           1997            1999             1998             1997
                                  ---------------  -------------  -------------  ----------------  --------------  --------------
<S>                               <C>              <C>            <C>            <C>               <C>             <C>
Increase (decrease) in net
 assets from operations:
 Net investment income  . . . .   $      390,385   $    283,067   $    232,798   $       678,458   $   8,975,814    $   5,747,928
 Net realized gains (losses)  .         (468,995)      (454,979)       252,095         5,350,546       2,061,212        2,390,414
 Net unrealized appreciation
  (depreciation) during the
  period. . . . . . . . . . . .          (73,436)      (698,676)       (13,488)       (5,293,387)      7,759,307          435,778
                                  --------------   ------------   ------------   ---------------   -------------    -------------
Net increase (decrease) in net
 assets resulting from
 operations . . . . . . . . . .         (152,046)      (870,588)       471,405           735,617      18,796,333        8,574,120
From policyholder transactions:
 Net premiums from policyholders      16,990,725      6,964,604      4,833,914       140,801,657      60,975,616       35,535,599
 Net benefits to policyholders       (10,600,259)    (5,513,221)    (2,393,463)      (64,656,744)    (31,360,866)     (21,776,809)
                                  --------------   ------------   ------------   ---------------   -------------    -------------
Net increase in net assets
 resulting from policyholder
 transactions . . . . . . . . .        6,390,466      1,451,383      2,440,451        76,144,913      29,614,750       13,758,790
                                  --------------   ------------   ------------   ---------------   -------------    -------------
Net increase in net assets  . .        6,238,420        580,795      2,911,856        76,880,530      48,411,083       22,332,910
Net assets at beginning of
 period . . . . . . . . . . . .        4,772,174      4,191,379      1,279,523        96,407,275      47,996,192       25,663,282
                                  --------------   ------------   ------------   ---------------   -------------    -------------
Net assets at end of period . .   $   11,010,594   $  4,772,174   $  4,191,379   $   173,287,805   $  96,407,275    $  47,996,192
                                  ==============   ============   ============   ===============   =============    =============
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       76
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                            MANAGED                                 SHORT-TERM BOND
                                                           SUBACCOUNT                                 SUBACCOUNT
                                            ----------------------------------------   ------------------------------------------
                                                1999          1998          1997           1999           1998           1997
                                            -------------  ------------  ------------  -------------  -------------  ------------
<S>                                         <C>            <C>           <C>           <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . . .   $  1,596,450   $ 3,484,281   $ 1,814,571   $    733,921   $    926,217    $   394,991
 Net realized gains (losses)  . . . . . .      1,839,191       278,186       171,318       (409,973)        24,740         35,294
 Net unrealized appreciation
  (depreciation) during the period  . . .     (5,324,871)    1,791,231       715,231        (33,284)      (136,999)       (25,976)
                                            ------------   -----------   -----------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting
 from operations  . . . . . . . . . . . .     (1,889,230)    5,553,698     2,701,120        290,664        813,958        404,309
From policyholder transactions:
 Net premiums from policyholders  . . . .    104,883,396    21,019,273    16,914,475     39,273,628     27,490,588     12,911,228
 Net benefits to policyholders  . . . . .    (27,112,979)   (8,281,600)   (9,357,535)   (46,878,449)   (21,534,195)    (4,234,624)
                                            ------------   -----------   -----------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions     77,770,417    12,737,673     7,556,940     (7,604,821)     5,956,393      8,676,604
                                            ------------   -----------   -----------   ------------   ------------    -----------
Net increase (decrease) in net assets . .     75,881,187    18,291,371    10,258,060     (7,314,157)     6,770,351      9,080,913
Net assets at beginning of period . . . .     40,066,692    21,775,321    11,517,261     19,246,506     12,476,155      3,395,242
                                            ------------   -----------   -----------   ------------   ------------    -----------
Net assets at end of period . . . . . . .   $115,947,879   $40,066,692   $21,775,321   $ 11,932,349   $ 19,246,506    $12,476,155
                                            ============   ===========   ===========   ============   ============    ===========
</TABLE>


<TABLE>
<CAPTION>
                                               SMALL CAP VALUE                             INTERNATIONAL OPPORTUNITIES
                                                  SUBACCOUNT                                       SUBACCOUNT
                                ----------------------------------------------   ------------------------------------------------
                                     1999              1998           1997*          1999             1998              1997*
                                ----------------  ---------------  ------------  --------------  ----------------  --------------
<S>                             <C>               <C>              <C>           <C>             <C>               <C>
Increase (decrease) in net
 assets from operations:
 Net investment income  . . .   $         4,999   $       14,015   $   290,784   $     131,942   $        53,396    $      55,901
 Net realized gains (losses)           (615,546)          (9,919)       75,149         591,897           191,495           80,782
 Net unrealized appreciation
  (depreciation) during the
  period. . . . . . . . . . .           214,351         (523,693)      (18,626)        889,233         1,108,416         (260,664)
                                ---------------   --------------   -----------   -------------   ---------------    -------------
Net increase (decrease) in net
 assets resulting
 from operations  . . . . . .          (396,196)        (519,597)      347,307       1,613,072         1,353,307         (123,981)
From policyholder
 transactions:
 Net premiums from
  policyholders . . . . . . .        25,596,286       11,420,833     4,182,527      32,646,700        23,844,756        8,906,153
 Net benefits to policyholders      (21,124,432)      (4,363,378)     (897,951)    (30,003,095)      (12,275,087)      (3,655,731)
                                ---------------   --------------   -----------   -------------   ---------------    -------------
Net increase in net assets
 resulting from policyholder
 transactions . . . . . . . .         4,471,854        7,057,455     3,284,576       2,643,605        11,569,669        5,250,422
                                ---------------   --------------   -----------   -------------   ---------------    -------------
Net increase in net assets  .         4,075,658        6,537,858     3,631,883       4,256,677        12,922,976        5,126,441
Net assets at beginning of
 period . . . . . . . . . . .        10,510,748        3,972,890       341,007      18,958,530         6,035,554          909,113
                                ---------------   --------------   -----------   -------------   ---------------    -------------
Net assets at end of period .   $    14,586,406   $   10,510,748   $ 3,972,890   $  23,215,207   $    18,958,530    $   6,035,554
                                ===============   ==============   ===========   =============   ===============    =============
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       77
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                           EQUITY INDEX                                GLOBAL BOND
                                                            SUBACCOUNT                                 SUBACCOUNT
                                             -----------------------------------------   ----------------------------------------
                                                 1999           1998          1997*         1999          1998           1997*
                                             -------------  -------------  ------------  ------------  ------------  ------------
<S>                                          <C>            <C>            <C>           <C>           <C>           <C>
Increase (decrease) in net assets from
 operations:
 Net investment income . . . . . . . . . .   $    703,713   $  1,211,729   $   378,697   $   268,541   $   283,651    $    71,030
 Net realized gains (losses) . . . . . . .      5,336,591        691,270       901,978      (118,680)       81,659          8,335
 Net unrealized appreciation (depreciation)
  during the period  . . . . . . . . . . .     (4,169,903)     6,098,919       392,256      (347,529)       43,608        (11,727)
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting
 from operations . . . . . . . . . . . . .      1,870,401      8,001,918     1,672,931      (197,668)      408,918         67,638
From policyholder transactions:
 Net premiums from policyholders . . . . .    129,159,523     60,690,933    23,412,687     9,779,696     9,258,713      1,828,179
 Net benefits to policyholders . . . . . .    (81,053,483)   (31,166,123)   (9,622,006)   (9,674,359)   (3,008,341)      (534,164)
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . .     48,106,040     29,524,810    13,790,681       105,337     6,250,372      1,294,015
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets  . .     49,976,441     37,526,728    15,463,612       (92,331)    6,659,290      1,361,653
Net assets at beginning of period  . . . .     53,964,647     16,437,919       974,307     8,279,571     1,620,281        258,628
                                             ------------   ------------   -----------   -----------   -----------    -----------
Net assets at end of period  . . . . . . .   $103,941,088   $ 53,964,647   $16,437,919   $ 8,187,240   $ 8,279,571    $ 1,620,281
                                             ============   ============   ===========   ===========   ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                     TURNER CORE GROWTH                          BRANDES INTERNATIONAL
                                                         SUBACCOUNT                                EQUITY SUBACCOUNT
                                         -------------------------------------------   ------------------------------------------
                                             1999           1998           1997*           1999           1998           1997
                                         -------------  --------------  -------------  --------------  ------------  ------------
<S>                                      <C>            <C>             <C>            <C>             <C>           <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . .   $    271,189   $      77,203   $     87,289   $     (22,958)  $   343,646    $    25,175
 Net realized gains  . . . . . . . . .        941,075         156,278         76,711         461,333        89,337         12,541
 Net unrealized appreciation
  (depreciation) during the period . .       (717,538)        562,620         32,626       1,215,652        91,915        (26,022)
                                         ------------   -------------   ------------   -------------   -----------    -----------
Net increase in net assets resulting
 from operations . . . . . . . . . . .        494,726         796,101        196,626       1,654,027       524,898         11,694
From policyholder transactions:
 Net premiums from policyholders . . .      8,560,856       4,779,974        743,622       8,619,717     5,520,633      2,484,010
 Net benefits to policyholders . . . .     (6,384,353)     (1,690,860)      (580,027)     (4,766,743)   (2,041,375)    (1,088,249)
                                         ------------   -------------   ------------   -------------   -----------    -----------
Net increase in net assets resulting
 from policyholder transactions  . . .      2,176,503       3,089,114        163,595       3,852,974     3,479,258      1,395,761
                                         ------------   -------------   ------------   -------------   -----------    -----------
Net increase in net assets . . . . . .      2,671,229       3,885,215        360,221       5,507,001     4,004,156      1,407,455
Net assets at beginning of period  . .      4,900,189       1,014,974        654,753       6,340,754     2,336,598        929,143
                                         ------------   -------------   ------------   -------------   -----------    -----------
Net assets at end of period  . . . . .   $  7,571,418   $   4,900,189   $  1,014,974   $  11,847,755   $ 6,340,754    $ 2,336,598
                                         ============   =============   ============   =============   ===========    ===========
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).

See accompanying notes.


                                       78
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                     FRONTIER CAPITAL APPRECIATION                 ENHANCED U.S. EQUITY
                                                               SUBACCOUNT                               SUBACCOUNT
                                                ----------------------------------------   --------------------------------------
                                                    1999          1998          1997*         1999          1998          1997
                                                -------------  ------------  ------------  ------------  ------------  ----------
<S>                                             <C>            <C>           <C>           <C>           <C>           <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) . . . . . . . .   $    (26,095)  $     9,897   $   118,150   $    (9,396)  $    68,233    $  14,857
 Net realized gains (losses)  . . . . . . . .        465,257      (445,752)      614,358       113,364        87,723        4,177
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . . .      1,081,356       432,064      (368,570)       67,419        89,677        6,844
                                                ------------   -----------   -----------   -----------   -----------    ---------
Net increase (decrease) in net assets
 resulting from operations  . . . . . . . . .      1,520,518        (3,791)      363,938       171,387       245,633       25,878
From policyholder transactions:
 Net premiums from policyholders  . . . . . .     21,711,615    13,982,031    10,030,418     3,620,720     3,031,309      475,503
 Net benefits to policyholders  . . . . . . .    (20,280,472)   (9,695,520)   (5,969,436)   (1,797,483)   (1,299,530)      (4,176)
                                                ------------   -----------   -----------   -----------   -----------    ---------
Net increase in net assets resulting from
 policyholder transactions  . . . . . . . . .      1,431,143     4,286,511     4,060,982     1,823,237     1,731,779      471,327
                                                ------------   -----------   -----------   -----------   -----------    ---------
Net increase in net assets  . . . . . . . . .      2,951,661     4,282,720     4,424,920     1,994,624     1,977,412      497,205
Net assets at beginning of period . . . . . .      9,675,718     5,392,998       968,078     2,474,617       497,205            0
                                                ------------   -----------   -----------   -----------   -----------    ---------
Net assets at end of period . . . . . . . . .   $ 12,627,379   $ 9,675,718   $ 5,392,998   $ 4,469,241   $ 2,474,617    $ 497,205
                                                ============   ===========   ===========   ===========   ===========    =========
</TABLE>


<TABLE>
<CAPTION>
                                                         EMERGING
                                                          MARKETS                     GLOBAL                      BOND
                                                          EQUITY                      EQUITY                      INDEX
                                                        SUBACCOUNT                  SUBACCOUNT                 SUBACCOUNT
                                                 -------------------------   -------------------------   ------------------------
                                                    1999         1998**         1999         1998**         1999         1998**
                                                 ------------  ------------  ------------  ------------  -----------  -----------
<S>                                              <C>           <C>           <C>           <C>           <C>          <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  . . . . . . . .   $       (98)  $       135   $     2,290   $       152   $   79,973    $   22,905
 Net realized gains (losses) . . . . . . . . .        46,712       (45,975)       37,732       (21,835)     (57,740)        1,002
 Net unrealized appreciation (depreciation)
  during the period  . . . . . . . . . . . . .       (50,240)        2,289       (14,368)        4,812      (52,695)      (10,217)
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .        (3,626)      (43,551)       25,654       (16,871)     (30,462)       13,690
From policyholder transactions:
 Net premiums from policyholders . . . . . . .     9,754,692     2,434,226     1,884,128     2,372,034    2,713,080     1,176,234
 Net benefits to policyholders . . . . . . . .    (7,828,783)   (2,203,670)   (1,565,669)   (2,191,135)    (906,421)     (124,467)
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . . . .     1,925,909       230,556       318,459       180,899    1,806,659     1,051,767
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets . . . . . . . . . .     1,922,283       187,005       344,113       164,028    1,776,197     1,065,457
Net assets at beginning of period  . . . . . .       187,005             0       164,028             0    1,065,457             0
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net assets at end of period  . . . . . . . . .   $ 2,109,288   $   187,005   $   508,141   $   164,208   $2,841,654    $1,065,457
                                                 ===========   ===========   ===========   ===========   ==========    ==========
</TABLE>


- ---------
* From May 1, 1997 (commencement of operations).
** From July 1, 1998 (commencement of operations).


                                       79
<PAGE>

                  UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                 FOR THE YEARS AND PERIODS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                 SMALL/
                                MID CAP                    HIGH YIELD
                                  CORE                        BOND
                               SUBACCOUNT                  SUBACCOUNT
                        ------------------------   ---------------------------
                           1999         1998**         1999          1998**
                        ------------  -----------  -------------  ------------
<S>                     <C>           <C>          <C>            <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $      (604)  $     (535)  $    269,273    $    86,759
 Net realized gains
  (losses). . . . . .        45,449      (25,196)       109,716         64,824
 Net unrealized
  appreciation
  (depreciation)
  during the period .       (33,284)      18,718       (285,080)       149,416
                        -----------   ----------   ------------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .        11,561       (7,013)        93,909        300,999
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     3,517,981    1,089,030     12,348,270      6,683,673
 Net benefits to
  policyholders . . .    (3,369,467)    (778,864)   (13,197,881)    (2,457,088)
                        -----------   ----------   ------------    -----------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .       148,514      310,166       (849,611)     4,226,585
                        -----------   ----------   ------------    -----------
Net increase in net
 assets . . . . . . .       160,075      303,153       (755,702)     4,527,584
Net assets at
 beginning of period        303,153            0      4,527,584              0
                        -----------   ----------   ------------    -----------
Net assets at end of
 period . . . . . . .   $   463,228   $  303,153   $  3,771,882    $ 4,527,584
                        ===========   ==========   ============    ===========
</TABLE>


- ---------
** From July 1, 1997 (commencement of operations).

See accompanying notes.


                                       80
<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                              SEPTEMBER 30, 1999

1. ORGANIZATION

  John Hancock Variable Life Account S (the Account) is a separate investment
account of John Hancock Variable Life Insurance Company (JHVLICO), a
wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (John
Hancock). The Account was formed to fund variable life insurance policies
(Policies) issued by JHVLICO. The Account is operated as a unit investment trust
registered under the Investment Company Act of 1940, as amended, and currently
consists of twenty-seven 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-seven 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, Enhanced U.S. Equity, 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 JHVLICO'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 JHVLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHVLICO 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
JHVLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHVLICO 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, JHVLICO 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.

                                      81

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)

 Expenses

  JHVLICO 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. In addition, a monthly charge at varying levels for the
cost of insurance is deducted from the net assets of the Account.

  JHVLICO 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. At September 30, 1999, there were no outstanding policy loans.

3.  TRANSACTION WITH AFFILIATES

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

  Certain officers of the Account are officers and directors of JHVLICO, the
Fund or John Hancock.

                                      82

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--(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 September 30, 1999 were as follows:


                SUBACCOUNT            SHARES OWNED      COST          VALUE
                ----------            ------------  ------------  --------------
      --------------------------------------------------------------------------
      Large Cap Growth  . . . . . .    3,350,179    $ 82,748,549   $ 92,254,865
      Sovereign Bond  . . . . . . .    4,220,460      39,296,867     39,575,644
      International Equity Index  .    1,289,214      20,941,300     21,854,808
      Small Cap Growth  . . . . . .    1,005,497      13,894,751     15,284,423
      International Balanced  . . .      379,382       4,083,168      4,094,266
      Mid Cap Growth  . . . . . . .    1,348,597      23,943,865     27,930,840
      Large Cap Value . . . . . . .    2,083,974      29,728,896     29,565,330
      Money Market  . . . . . . . .    8,399,903      81,695,499     84,009,830
      Mid Cap Value . . . . . . . .    1,523,676      18,340,641     17,756,665
      Small/Mid Cap Growth  . . . .      466,143       7,524,348      7,148,420
      Real Estate Equity  . . . . .      948,096      11,158,527     11,010,594
      Growth & Income . . . . . . .    8,647,514     169,455,121    173,287,805
      Managed . . . . . . . . . . .    7,434,341     117,308,862    115,947,879
      Short-Term Bond . . . . . . .    1,212,509      11,340,256     11,932,349
      Small Cap Value . . . . . . .    1,303,827      14,848,337     14,586,406
      International Opportunities .    1,779,348      21,246,924     23,215,207
      Equity Index  . . . . . . . .    5,622,569     100,636,131    103,941,088
      Global Bond . . . . . . . . .      814,291       8,208,799      8,187,240
      Turner Core Growth  . . . . .      403,168       7,385,533      7,571,418
      Brandes International Equity       892,830      10,578,601     11,847,755
      Frontier Capital Appreciation      709,808      11,477,543     12,627,379
      Enhanced U.S. Equity  . . . .      229,547       4,305,343      4,469,241
      Emerging Markets Equity . . .      248,255       2,155,457      2,109,288
      Global Equity . . . . . . . .       48,380         514,289        508,141
      Bond Index  . . . . . . . . .      297,230       2,817,925      2,841,654
      Small/Mid Cap CORE  . . . . .       50,219         476,961        463,228
      High Yield Bond . . . . . . .      422,900       3,629,939      3,771,882


                                      83

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)

  Purchases, including reinvestment of dividend distributions, and proceeds from
sales of shares in the Portfolios of the Fund and of M Fund for the period ended
September 30, 1999, were as follows:


                     SUBACCOUNT                  PURCHASES        SALES
                     ----------                 ------------  --------------
      Large Cap Growth  . . . . . . . . . . .   $ 34,235,658   $ 10,498,710
      Sovereign Bond  . . . . . . . . . . . .     32,580,304     25,151,495
      International Equity Index  . . . . . .     17,121,702      9,530,443
      Small Cap Growth  . . . . . . . . . . .     12,494,479      7,981,608
      International Balanced  . . . . . . . .      2,421,724      1,373,369
      Mid Cap Growth  . . . . . . . . . . . .     20,682,435     11,398,281
      Large Cap Value . . . . . . . . . . . .     17,966,555      4,936,996
      Money Market  . . . . . . . . . . . . .    266,413,940    271,230,099
      Mid Cap Value . . . . . . . . . . . . .     12,940,973     10,182,371
      Small/Mid Cap Growth  . . . . . . . . .      4,404,096      4,421,559
      Real Estate Equity  . . . . . . . . . .     10,954,580      4,585,315
      Growth & Income . . . . . . . . . . . .    100,691,230     25,040,226
      Managed . . . . . . . . . . . . . . . .     95,227,910     17,782,619
      Short-Term US Government  . . . . . . .     15,454,331     23,099,529
      Small Cap Value . . . . . . . . . . . .      9,053,211      4,628,348
      International Opportunities . . . . . .     14,424,251     11,843,336
      Equity Index  . . . . . . . . . . . . .     70,660,440     22,778,588
      Global Bond . . . . . . . . . . . . . .      7,982,048      7,902,849
      Turner Core Growth  . . . . . . . . . .      7,149,487      4,993,917
      Brandes International Equity  . . . . .      7,186,394      3,356,274
      Frontier Capital Appreciation . . . . .     10,850,270      9,445,107
      Enhanced U.S. Equity  . . . . . . . . .      3,072,022      1,258,140
      Emerging Markets Equity . . . . . . . .      4,303,816      2,379,787
      Global Equity . . . . . . . . . . . . .        956,082        638,742
      Bond Index  . . . . . . . . . . . . . .      2,652,590        852,599
      Small/Mid Cap CORE  . . . . . . . . . .      1,952,413      1,805,336
      High Yield Bond . . . . . . . . . . . .      5,837,959      6,695,905


5.  IMPACT OF YEAR 2000 (UNAUDITED)

  The John Hancock Variable Life Account S, 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.

                                      84

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)

  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.

  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 September 30, 1999, 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 September 30, 1999, 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
September 30, 1999, 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.

                                      85

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--(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.

                                      86

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Policyholders
John Hancock Variable Life Account S of John Hancock Variable Life Insurance
 Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Account S (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,
Enhanced U.S. Equity Fund, Brandes International Equity (formerly, Edinburgh
Overseas Equity Fund), Frontier Capital Appreciation Enhanced U.S. Equity,
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.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Life Account S at December 31,
1998, the results of their operations and the changes in their net assets for
each of the periods indicated, in conformity with generally accepted accounting
principles.


                                                               ERNST & YOUNG LLP

Boston, Massachusetts
February 10, 1999

                                      87

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                  INTERNATIONAL
                         LARGE CAP    SOVEREIGN      EQUITY       SMALL CAP    INTERNATIONAL
                          GROWTH        BOND          INDEX        GROWTH        BALANCED
                        SUBACCOUNT   SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                        -----------  -----------  -------------  -----------  ---------------
<S>                     <C>          <C>          <C>            <C>          <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $65,018,220  $32,541,967  $ 12,595,630   $ 9,078,106    $3,103,327
Investments in shares
 of portfolios of M
 Fund Inc., at value.            --           --            --            --            --
Receivable from:
 John Hancock Variable
  Series Trust I  . .        70,159       83,725        29,266        29,789         1,571
 M Fund Inc.  . . . .            --           --            --            --            --
                        -----------  -----------  ------------   -----------    ----------
Total assets  . . . .    65,088,379   32,625,692    12,624,896     9,107,895     3,104,898
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .        69,513       83,401        29,117        29,679         1,535
 M Fund Inc.  . . . .            --           --            --            --            --
Asset charges payable           646          324           149           110            36
                        -----------  -----------  ------------   -----------    ----------
Total liabilities . .        70,159       83,725        29,266        29,789         1,571
                        -----------  -----------  ------------   -----------    ----------
Net assets  . . . . .   $65,018,220  $32,541,967  $ 12,595,630   $ 9,078,106    $3,103,327
                        ===========  ===========  ============   ===========    ==========
</TABLE>




<TABLE>
<CAPTION>
                                                                              DIVERSIFIED
                          MID CAP     LARGE CAP      MONEY        MID CAP       MID CAP
                          GROWTH        VALUE        MARKET        VALUE        GROWTH
                        SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                        -----------  -----------  ------------  -----------  -------------
<S>                     <C>          <C>          <C>           <C>          <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $12,678,444  $16,629,520  $ 86,511,658  $15,754,611   $7,491,413
Investments in shares
 of portfolios of M
 Fund Inc., at value.            --           --            --          ---           --
Receivable from:
 John Hancock Variable
  Series Trust I  . .       103,676       40,755    20,713,657      117,109       15,168
 M Fund Inc.  . . . .            --           --            --           --           --
                        -----------  -----------  ------------  -----------   ----------
Total assets  . . . .    12,782,120   16,670,275   107,225,315   15,871,720    7,506,581
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .       103,543       40,591    20,712,867      116,945       15,077
 M Fund Inc.  . . . .            --           --            --           --           --
Asset charges payable           133          164           790          164           91
                        -----------  -----------  ------------  -----------   ----------
Total liabilities . .       103,676       40,755    20,713,657      117,109       15,168
                        -----------  -----------  ------------  -----------   ----------
Net assets  . . . . .   $12,678,444  $16,629,520  $ 86,511,658  $15,754,611   $7,491,413
                        ===========  ===========  ============  ===========   ==========
</TABLE>



See accompanying notes.

                                      88

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1998


<TABLE>
<CAPTION>
                        REAL ESTATE   GROWTH &                 SHORT-TERM     SMALL CAP
                          EQUITY       INCOME       MANAGED       BOND          VALUE
                        SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                        -----------  -----------  -----------  -----------  -------------
<S>                     <C>          <C>          <C>          <C>          <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $ 4,772,174  $96,407,275  $40,066,692  $19,246,506   $10,510,748
Investments in shares
 of portfolios of M
 Fund Inc., at value             --           --           --           --            --
Receivable from:
 John Hancock Variable
  Series Trust I  . .       115,349      147,773       64,500        1,482        40,758
 M Fund Inc.  . . . .            --           --           --           --            --
                        -----------  -----------  -----------  -----------   -----------
Total assets  . . . .     4,887,523   96,555,048   40,131,192   19,247,988    10,551,506
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .       115,288      146,677       64,069        1,304        40,631
 M Fund Inc.  . . . .            --           --           --           --            --
Asset charges payable            61        1,096          431          178           127
                        -----------  -----------  -----------  -----------   -----------
Total liabilities . .       115,349      147,773       64,500        1,482        40,758
                        -----------  -----------  -----------  -----------   -----------
Net assets  . . . . .   $ 4,772,174  $96,407,275  $40,066,692  $19,246,506   $10,510,748
                        ===========  ===========  ===========  ===========   ===========
</TABLE>




<TABLE>
<CAPTION>
                                                                  TURNER        BRANDES
                        INTERNATIONAL    EQUITY     STRATEGIC      CORE      INTERNATIONAL
                        OPPORTUNITIES     INDEX        BOND       GROWTH        EQUITY
                         SUBACCOUNT    SUBACCOUNT   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                        -------------  -----------  ----------  ----------  ---------------
<S>                     <C>            <C>          <C>         <C>         <C>
ASSETS
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .    $18,958,530   $53,964,646  $8,279,571  $       --    $       --
Investments in shares
 of portfolios of M
 Fund Inc., at value              --            --          --   4,900,189     6,340,754
Receivable from:
 John Hancock Variable
  Series Trust I  . .        130,881       381,439         149          --            --
 M Fund Inc.  . . . .             --            --          --     121,074            59
                         -----------   -----------  ----------  ----------    ----------
Total assets  . . . .     19,089,411    54,346,085   8,279,720   5,021,263     6,340,813
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .        130,683       380,886          55     121,024            --
 M Fund Inc.  . . . .             --            --          --          --            --
Asset charges payable            198           552          94          50            59
                         -----------   -----------  ----------  ----------    ----------
Total liabilities . .        130,881       381,438         149     121,074            59
                         -----------   -----------  ----------  ----------    ----------
Net assets  . . . . .    $18,958,530   $53,964,647  $8,279,571  $4,900,189    $6,340,754
                         ===========   ===========  ==========  ==========    ==========
</TABLE>



See accompanying notes.

                                      89

<PAGE>

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                              FRONTIER                  EMERGING                                           HIGH
                                              CAPITAL      ENHANCED     MARKETS      GLOBAL       BOND     SMALL/MID      YIELD
                                            APPRECIATION  U.S. EQUITY    EQUITY      EQUITY      INDEX      CAP CORE       BOND
                                             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. . . . . . . . . . . . . . . . . .    $       --   $       --    $187,005    $164,028   $1,065,457   $303,153    $4,527,584
Investments in shares of portfolios of M
 Fund Inc., at value  . . . . . . . . . .     9,675,718    2,474,617
Receivable from:
 John Hancock Variable Series Trust I . .            --           --           2           2           16          4            20
 M Fund Inc.  . . . . . . . . . . . . . .        17,003       16,938          --          --           --         --            --
                                             ----------   ----------    --------    --------   ----------   --------    ----------
Total assets  . . . . . . . . . . . . . .     9,692,721    2,491,555     187,007     164,030    1,065,473    303,157     4,527,604
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance
  Company . . . . . . . . . . . . . . . .        16,917       16,917          --          --           --         --            --
 M Fund Inc.  . . . . . . . . . . . . . .            --           --           2           2           16          4            20
Asset charges payable . . . . . . . . . .            86           21          --          --           --         --            --
                                             ----------   ----------    --------    --------   ----------   --------    ----------
Total liabilities . . . . . . . . . . . .        17,003       16,938           2           2           16          4            20
                                             ----------   ----------    --------    --------   ----------   --------    ----------
Net assets  . . . . . . . . . . . . . . .    $9,675,718   $2,474,617    $187,005    $164,028   $1,065,457   $303,153    $4,527,584
                                             ==========   ==========    ========    ========   ==========   ========    ==========
</TABLE>



See accompanying notes.

                                      90

<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                            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  . . . . .   $ 6,312,073  $ 2,884,498  $ 2,452,382   $2,190,901   $855,742   $242,881
  M Fund Inc. . . . .            --           --           --           --         --         --
                        -----------  -----------  -----------   ----------   --------   --------
Total investment
 income . . . . . . .     6,312,073    2,884,498    2,452,382    2,190,901    855,742    242,881
Expenses:
 Mortality and expense
  risks . . . . . . .       168,652       91,256       49,880       93,556     39,184     14,129
                        -----------  -----------  -----------   ----------   --------   --------
Net investment income     6,143,421    2,793,242    2,402,502    2,097,345    816,558    228,752
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains .     1,750,881      619,721      444,487      185,230     80,538      5,746
 Net unrealized
  appreciation
  (depreciation)
  during the period .     8,041,022    2,301,920   (1,104,574)    (378,058)    63,687    (69,973)
                        -----------  -----------  -----------   ----------   --------   --------
Net realized and
 unrealized gain
 (loss) on investments    9,791,903    2,921,641     (660,087)    (192,828)   144,225    (64,227)
                        -----------  -----------  -----------   ----------   --------   --------
Net increase in net
 assets resulting from
 operations . . . . .   $15,935,324  $ 5,714,883  $ 1,742,415   $1,904,517   $960,783   $164,525
                        ===========  ===========  ===========   ==========   ========   ========
</TABLE>




<TABLE>
<CAPTION>
                            INTERNATIONAL EQUITY INDEX              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  . . . . .   $1,930,710  $   422,913   $ 52,188  $       --   $    473    $    512
  M Fund Inc. . . . .           --           --         --          --         --          --
                        ----------  -----------   --------  ----------   --------    --------
Total investment
 income . . . . . . .    1,930,710      422,913     52,188          --        473         512
Expenses:
 Mortality and expense
  risks . . . . . . .       45,651       33,893     23,132      22,593      6,547       1,547
                        ----------  -----------   --------  ----------   --------    --------
Net investment income
 (loss) . . . . . . .    1,885,059      389,020     29,056     (22,593)    (6,074)     (1,035)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      152,030      244,810    165,730      58,729     21,707     (40,018)
 Net unrealized
  appreciation
  (depreciation)
  during the period .       78,480   (1,219,540)   137,729   1,070,805    126,699      (2,665)
                        ----------  -----------   --------  ----------   --------    --------
Net realized and
 unrealized gain
 (loss) on investments     230,510     (974,730)   303,459   1,129,534    148,406     (42,683)
                        ----------  -----------   --------  ----------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $2,115,569  $  (585,710)  $332,515  $1,106,941   $142,332    $(43,718)
                        ==========  ===========   ========  ==========   ========    ========
</TABLE>



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

See accompanying notes.

                                       91
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      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  . . . . .   $  185,760  $ 61,249   $ 2,947  $1,114,374  $     --    $  1,177
  M Fund Inc. . . . .           --        --        --          --        --          --
                        ----------  --------   -------  ----------  --------    --------
Total investment
 income . . . . . . .      185,760    61,249     2,947   1,114,374        --       1,177
Expenses:
 Mortality and expense
  risks . . . . . . .        9,687     4,443       356      26,123     8,287         719
                        ----------  --------   -------  ----------  --------    --------
Net investment income
 (loss) . . . . . . .      176,073    56,806     2,591   1,088,251    (8,287)        458
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .       24,206     8,667        56     599,619     1,235        (391)
 Net unrealized
  appreciation
  (depreciation)
  during the period .      147,461   (67,714)    5,307   1,184,263   486,186       6,440
                        ----------  --------   -------  ----------  --------    --------
Net realized and
 unrealized gain
 (loss) on investments     171,667   (59,047)    5,363   1,783,882   487,421       6,049
                        ----------  --------   -------  ----------  --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $  347,740  $ (2,241)  $ 7,954  $2,872,133  $479,134    $  6,507
                        ==========  ========   =======  ==========  ========    ========
</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  . . . . .   $  797,874  $194,199  $13,644  $1,854,829  $758,434   $287,321
  M Fund Inc. . . . .           --        --       --          --        --         --
                        ----------  --------  -------  ----------  --------   --------
Total investment
 income . . . . . . .      797,874   194,199   13,644   1,854,829   758,434    287,321
Expenses:
 Mortality and expense
  risks . . . . . . .       41,415    11,163      964     167,813    66,882     30,722
                        ----------  --------  -------  ----------  --------   --------
Net investment income      756,459   183,036   12,680   1,687,016   691,552    256,599
Net realized and
 unrealized gain on
 investments:
 Net realized gains .      330,827   164,821    1,327          --        --         --
 Net unrealized
  appreciation during
  the period  . . . .      145,355   279,449   23,553          --        --         --
                        ----------  --------  -------  ----------  --------   --------
Net realized and
 unrealized gain on
 investments. . . . .      476,182   444,270   24,880          --        --         --
                        ----------  --------  -------  ----------  --------   --------
Net increase in net
 assets resulting from
 operations . . . . .   $1,232,641  $627,306  $37,560  $1,687,016  $691,552   $256,599
                        ==========  ========  =======  ==========  ========   ========
</TABLE>



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

See accompanying notes.

                                       92
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF OPERATIONS (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>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $   120,469   $446,081   $  6,878  $     142,469  $    878,600    $    238,163
  M Fund Inc. . . . .            --         --         --             --            --              --
                        -----------   --------   --------  -------------  ------------    ------------
Total investment
 income . . . . . . .       120,469    446,081      6,878        142,469       878,600         238,163
Expenses:
 Mortality and expense
  risks . . . . . . .        45,020     11,421        377         34,432        35,934          21,146
                        -----------   --------   --------  -------------  ------------    ------------
Net investment income        75,449    434,660      6,501        108,037       842,666         217,017
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (538,516)   101,787        845        232,246       297,666         317,400
 Net unrealized
  appreciation
  (depreciation)
  during the period .      (830,390)   (39,717)    13,910        236,333      (730,748)        344,786
                        -----------   --------   --------  -------------  ------------    ------------
Net realized and
 unrealized gain
 (loss) on investments   (1,368,906)    62,070     14,755        468,579      (433,082)        662,186
                        -----------   --------   --------  -------------  ------------    ------------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(1,293,457)  $496,730   $ 21,256  $     576,616  $    409,584    $    879,203
                        ===========   ========   ========  =============  ============    ============
</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  . . . . .   $   305,783   $246,677   $ 50,204  $ 9,266,175  $5,917,063   $3,056,625
  M Fund Inc. . . . .            --         --         --           --          --           --
                        -----------   --------   --------  -----------  ----------   ----------
Total investment
 income . . . . . . .       305,783    246,677     50,204    9,266,175   5,917,063    3,056,625
Expenses:
 Mortality and expense
  risks . . . . . . .        22,716     13,879      4,547      290,361     169,135       89,391
                        -----------   --------   --------  -----------  ----------   ----------
Net investment income       283,067    232,798     45,657    8,975,814   5,747,928    2,967,234
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (454,979)   252,095     19,122    2,061,212   2,390,414      512,402
 Net unrealized
  appreciation
  (depreciation)
  during the period .      (698,676)   (13,488)   191,067    7,759,307     435,778     (496,647)
                        -----------   --------   --------  -----------  ----------   ----------
Net realized and
 unrealized gain
 (loss) on investments   (1,153,655)   238,607    210,189    9,820,519   2,826,192       15,755
                        -----------   --------   --------  -----------  ----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $  (870,588)  $471,405   $255,846  $18,796,333  $8,574,120   $2,982,989
                        ===========   ========   ========  ===========  ==========   ==========
</TABLE>



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

See accompanying notes.

                                       93
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      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  . . . . .   $3,606,186  $1,879,954  $1,281,149   $    977,164   $ 415,542    $181,937
  M Fund Inc. . . . .           --          --          --             --          --          --
                        ----------  ----------  ----------   ------------   ---------    --------
Total investment
 income . . . . . . .    3,606,186   1,879,954   1,281,149        977,164     415,542     181,937
Expenses:
 Mortality and expense
  risks . . . . . . .      121,905      65,383      35,103         50,947      20,551       9,277
                        ----------  ----------  ----------   ------------   ---------    --------
Net investment income    3,484,281   1,814,571   1,246,046        926,217     394,991     172,660
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      278,186     171,318     124,493         24,740      35,294     (52,888)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    1,791,231     715,231    (507,517)      (136,999)    (25,976)     (7,734)
                        ----------  ----------  ----------   ------------   ---------    --------
Net realized and
 unrealized gain
 (loss) on investments   2,069,417     886,549    (383,024)      (112,259)      9,318     (60,622)
                        ----------  ----------  ----------   ------------   ---------    --------
Net increase in net
 assets resulting from
 operations . . . . .   $5,553,698  $2,701,120  $  863,022   $    813,958   $ 404,309    $112,038
                        ==========  ==========  ==========   ============   =========    ========
</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  . . . . .   $  47,350   $299,278   $ 8,296  $  103,399  $  69,078    $ 2,965
  M Fund Inc. . . . .          --         --        --          --         --         --
                        ---------   --------   -------  ----------  ---------    -------
Total investment
 income . . . . . . .      47,350    299,278     8,296     103,399     69,078      2,965
Expenses:
 Mortality and expense
  risks . . . . . . .      33,335      8,494       523      50,003     13,177      1,439
                        ---------   --------   -------  ----------  ---------    -------
Net investment income      14,015    290,784     7,773      53,396     55,901      1,526
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (9,919)    75,149        58     191,495     80,782        242
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (523,693)   (18,626)   14,046   1,108,416   (260,664)    36,666
                        ---------   --------   -------  ----------  ---------    -------
Net realized and
 unrealized gain
 (loss) on investments   (533,612)    56,523    14,104   1,299,911   (179,882)    36,908
                        ---------   --------   -------  ----------  ---------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(519,597)  $347,307   $21,877  $1,353,307  $(123,981)   $38,434
                        =========   ========   =======  ==========  =========    =======
</TABLE>



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

See accompanying notes.

                                       94
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      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  . . . . .   $1,337,750  $  409,920  $23,300  $303,545  $ 74,850    $  7,425
  M Fund Inc. . . . .           --          --       --        --        --          --
                        ----------  ----------  -------  --------  --------    --------
Total investment
 income . . . . . . .    1,337,750     409,920   23,300   303,545    74,850       7,425
Expenses:
 Mortality and expense
  risks . . . . . . .      126,021      31,223    1,962    19,894     3,820         349
                        ----------  ----------  -------  --------  --------    --------
Net investment income    1,211,729     378,697   21,338   283,651    71,030       7,076
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains .      691,270     901,978   17,398    81,659     8,335          22
 Net unrealized
  appreciation
  (depreciation)
  during the period .    6,098,919     392,256   55,782    43,608   (11,727)       (591)
                        ----------  ----------  -------  --------  --------    --------
Net realized and
 unrealized gain
 (loss) on investments   6,790,189   1,294,234   73,180   125,267    (3,392)       (569)
                        ----------  ----------  -------  --------  --------    --------
Net increase in net
 assets resulting from
 operations . . . . .   $8,001,918  $1,672,931  $94,518  $408,918  $ 67,638    $  6,507
                        ==========  ==========  =======  ========  ========    ========
</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. . . . .     84,940     91,360   21,778    358,080    32,677       5,263
                        --------  ---------  -------   --------  --------    --------
Total investment
 income . . . . . . .     84,940     91,360   21,778    358,080    32,677       5,263
Expenses:
 Mortality and expense
  risks . . . . . . .      7,737      4,071    2,140     14,434     7,502       2,280
                        --------  ---------  -------   --------  --------    --------
Net investment income     77,203     87,289   19,638    343,646    25,175       2,983
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    156,278     76,711   (9,767)    89,337    12,541      (2,433)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    562,620     32,626   16,054     91,915   (26,022)    (12,286)
                        --------  ---------  -------   --------  --------    --------
Net realized and
 unrealized gain
 (loss) on investments   718,898    109,337    6,287    181,252   (13,481)    (14,719)
                        --------  ---------  -------   --------  --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $796,101  $ 196,626  $25,925   $524,898  $ 11,694    $(11,736)
                        ========  =========  =======   ========  ========    ========
</TABLE>



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

See accompanying notes.

                                       95
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      STATEMENTS OF OPERATIONS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                ENHANCED
                         FRONTIER CAPITAL APPRECIATION        U.S. EQUITY
                                   SUBACCOUNT                  SUBACCOUNT
                        --------------------------------   ------------------
                          1998        1997       1996*       1998      1997**
                        ----------  ----------  ---------  --------  ----------
<S>                     <C>         <C>         <C>        <C>       <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $      --   $      --   $     --   $     --   $     --
  M Fund Inc. . . . .      34,738     128,190         --     72,302     15,335
                        ---------   ---------   --------   --------   --------
Total investment
 income . . . . . . .      34,738     128,190         --     72,302     15,335
Expenses:
 Mortality and expense
  risks . . . . . . .      24,841      10,040      1,679      4,069        478
                        ---------   ---------   --------   --------   --------
Net investment income
 (loss) . . . . . . .       9,897     118,150     (1,679)    68,233     14,857
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (445,752)    614,358    (21,044)    87,723      4,177
 Net unrealized
  appreciation
  (depreciation)
  during the period .     432,064    (368,570)     5,101     89,677      6,844
                        ---------   ---------   --------   --------   --------
Net realized and
 unrealized gain
 (loss) on investments    (13,688)    245,788    (15,943)   177,400     11,021
                        ---------   ---------   --------   --------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $  (3,791)  $ 363,938   $(17,622)  $245,633   $ 25,878
                        =========   =========   ========   ========   ========
</TABLE>




<TABLE>
<CAPTION>
                         EMERGING                             SMALL/
                         MARKETS      GLOBAL       BOND      MID CAP     HIGH YIELD
                          EQUITY      EQUITY      INDEX        CORE         BOND
                        SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                        ----------  ----------  ----------  ----------  ------------
                         1998***     1998***     1998***     1998***      1998***
                        ----------  ----------  ----------  ----------  ------------
<S>                     <C>         <C>         <C>         <C>         <C>
Investment income:
 Distributions
  received from:
  John Hancock
   Variable Series
   Trust I  . . . . .   $    522    $    491    $ 23,842    $     --      $ 88,721
  M Fund Inc. . . . .         --          --          --          --            --
                        --------    --------    --------    --------      --------
Total investment
 income . . . . . . .        522         491      23,842          --        88,721
Expenses:
 Mortality and expense
  risks . . . . . . .        387         339         937         535         1,962
                        --------    --------    --------    --------      --------
Net investment income
 (loss) . . . . . . .        135         152      22,905        (535)       86,759
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (45,975)    (21,835)      1,002     (25,196)       64,824
 Net unrealized
  appreciation
  (depreciation)
  during the period .      2,289       4,812     (10,217)     18,718       149,416
                        --------    --------    --------    --------      --------
Net realized and
 unrealized gain
 (loss) on investments   (43,686)    (17,023)     (9,215)     (6,478)      214,240
                        --------    --------    --------    --------      --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(43,551)   $(16,871)   $ 13,690    $ (7,013)     $300,999
                        ========    ========    ========    ========      ========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).
** From July 1, 1997 (commencement of operations).
*** From May 1, 1998 (commencement of operations).

See accompanying notes.

                                       96
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                      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 . . . . . . . . . .   $  6,143,421   $  2,793,242   $ 2,402,502   $  2,097,345   $   816,558    $  228,752
 Net realized gains  . . . . . . . . . . .      1,750,881        619,721       444,487        185,230        80,538         5,746
 Net unrealized appreciation (depreciation)
  during the period  . . . . . . . . . . .      8,041,022      2,301,920    (1,104,574)      (378,058)       63,687       (69,973)
                                             ------------   ------------   -----------   ------------   -----------    ----------
Net increase in net assets resulting from
 operations  . . . . . . . . . . . . . . .     15,935,324      5,714,883     1,742,415      1,904,517       960,783       164,525
From policyholder transactions:
 Net premiums from policyholders . . . . .     29,859,648     20,264,849    13,036,922     38,567,292    21,324,560     4,312,776
 Net benefits to policyholders . . . . . .    (13,281,028)   (10,390,849)   (4,928,834)   (27,391,317)   (8,009,615)     (679,839)
                                             ------------   ------------   -----------   ------------   -----------    ----------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . .     16,578,620      9,874,000     8,108,088     11,175,975    13,314,945     3,632,937
                                             ------------   ------------   -----------   ------------   -----------    ----------
Net increase in net assets . . . . . . . .     32,513,944     15,588,883     9,850,503     13,080,492    14,275,728     3,797,462
Net assets at beginning of period  . . . .     32,504,276     16,915,393     7,064,890     19,461,475     5,185,747     1,388,285
                                             ------------   ------------   -----------   ------------   -----------    ----------
Net assets at end of period  . . . . . . .   $ 65,018,220   $ 32,504,276   $16,915,393   $ 32,541,967   $19,461,475    $5,185,747
                                             ============   ============   ===========   ============   ===========    ==========
</TABLE>




<TABLE>
<CAPTION>
                                                      INTERNATIONAL EQUITY INDEX                     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) . . . . . . . .   $ 1,885,059   $   389,020   $    29,056   $   (22,593)  $    (6,074)   $   (1,035)
 Net realized gains (losses)  . . . . . . . .       152,030       244,810       165,730        58,729        21,707       (40,018)
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . . .        78,480    (1,219,540)      137,729     1,070,805       126,699        (2,665)
                                                -----------   -----------   -----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations  . . . . . . . . .     2,115,569      (585,710)      332,515     1,106,941       142,332       (43,718)
From policyholder transactions:
 Net premiums from policyholders  . . . . . .    10,034,119     8,150,400     4,750,218    12,088,047     2,870,481     1,120,880
 Net benefits to policyholders  . . . . . . .    (8,344,107)   (4,505,840)   (1,906,352)   (6,621,834)   (1,005,386)     (579,637)
                                                -----------   -----------   -----------   -----------   -----------    ----------
Net increase in net assets resulting from
 policyholder transactions  . . . . . . . . .     1,690,012     3,644,560     2,843,866     5,466,213     1,865,095       541,243
                                                -----------   -----------   -----------   -----------   -----------    ----------
Net increase in net assets  . . . . . . . . .     3,805,581     3,058,850     3,176,381     6,573,154     2,007,427       497,525
Net assets at beginning of period . . . . . .     8,790,049     5,731,199     2,554,818     2,504,952       497,525             0
                                                -----------   -----------   -----------   -----------   -----------    ----------
Net assets at end of period . . . . . . . . .   $12,595,630   $ 8,790,049   $ 5,731,199   $ 9,078,106   $ 2,504,952    $  497,525
                                                ===========   ===========   ===========   ===========   ===========    ==========
</TABLE>



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

See accompanying notes.

                                       97
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                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). . . . . . .   $   176,073   $   56,806   $  2,591   $ 1,088,251   $    (8,287)   $      458
 Net realized gains
  (losses). . . . . .        24,206        8,667         56       599,619         1,235          (391)
 Net unrealized
  appreciation
  (depreciation)
  during the period .       147,461      (67,714)     5,307     1,184,263       486,186         6,440
                        -----------   ----------   --------   -----------   -----------    ----------
Net increase
(decrease) in net
assets resulting from
operations  . . . . .       347,740       (2,241)     7,954     2,872,133       479,134         6,507
From policyholder
transactions:
 Net premiums from
  policyholders . . .     3,163,316    1,608,069    148,617    11,323,614     3,212,754       858,546
 Net benefits to
  policyholders . . .    (1,882,974)    (282,878)    (4,276)   (5,132,055)     (915,459)      (26,730)
                        -----------   ----------   --------   -----------   -----------    ----------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .     1,280,342    1,325,191    144,341     6,191,559     2,297,295       831,816
                        -----------   ----------   --------   -----------   -----------    ----------
Net increase in net
assets. . . . . . . .     1,628,082    1,322,950    152,295     9,063,692     2,776,429       838,323
Net assets at
beginning of period .     1,475,245      152,295          0     3,614,752       838,323             0
                        -----------   ----------   --------   -----------   -----------    ----------
Net assets at end of
period. . . . . . . .   $ 3,103,327   $1,475,245   $152,295   $12,678,444   $ 3,614,752    $  838,323
                        ===========   ==========   ========   ===========   ===========    ==========
</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 . . . . . . . . . .   $   756,459   $   183,036   $ 12,680   $   1,687,016   $     691,552    $    256,599
 Net realized gains  . . . . . . . . . . .       330,827       164,821      1,327              --              --              --
 Net unrealized appreciation during the
  period . . . . . . . . . . . . . . . . .       145,355       279,449     23,553              --              --              --
                                             -----------   -----------   --------   -------------   -------------    ------------
Net increase in net assets resulting from
 operations. . . . . . . . . . . . . . . .     1,232,641       627,306     37,560       1,687,016         691,552         256,599
From policyholder transactions:
 Net premiums from policyholders . . . . .    15,144,316     5,421,062    767,660     340,377,358     103,737,470      36,814,029
 Net benefits to policyholders . . . . . .    (4,937,583)   (1,620,578)   (42,864)   (269,723,839)   (100,296,756)    (31,658,283)
                                             -----------   -----------   --------   -------------   -------------    ------------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . .    10,206,733     3,800,484    724,796      70,653,519       3,440,714       5,155,746
                                             -----------   -----------   --------   -------------   -------------    ------------
Net increase in net assets . . . . . . . .    11,439,374     4,427,790    762,356      72,340,535       4,132,266       5,412,345
Net assets at beginning of period  . . . .     5,190,146       762,356          0      14,171,123      10,038,857       4,626,512
                                             -----------   -----------   --------   -------------   -------------    ------------
Net assets at end of period  . . . . . . .   $16,629,520   $ 5,190,146   $762,356   $  86,511,658   $  14,171,123    $ 10,038,857
                                             ===========   ===========   ========   =============   =============    ============
</TABLE>



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

See accompanying notes.

                                       98
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                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. . . . . . . . . . .   $    75,449   $   434,660   $      6,501   $   108,037   $   842,666    $   217,017
 Net realized gains (losses). . . . . . . .      (538,516)      101,787            845       232,246       297,666        317,400
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . .      (830,390)      (39,717)        13,910       236,333      (730,748)       344,786
                                              -----------   -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . . .    (1,293,457)      496,730         21,256       576,616       409,584        879,203
From policyholder transactions:
 Net premiums from policyholders. . . . . .    18,837,112     6,323,061        324,248     4,563,154     8,511,081      4,939,686
 Net benefits to policyholders. . . . . . .    (7,855,945)   (1,089,206)        (9,188)   (6,481,542)   (6,274,668)    (1,301,761)
                                              -----------   -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions .    10,981,167     5,233,855        315,060    (1,918,388)    2,236,413      3,637,925
                                              -----------   -----------   ------------   -----------   -----------    -----------
Net increase (decrease) in net assets . . .     9,687,710     5,730,585        336,316    (1,341,772)    2,645,997      4,517,128
Net assets at beginning of period . . . . .     6,066,901       336,316              0     8,833,185     6,187,188      1,670,060
                                              -----------   -----------   ------------   -----------   -----------    -----------
Net assets at end of period . . . . . . . .   $15,754,611   $ 6,066,901   $    336,316   $ 7,491,413   $ 8,833,185    $ 6,187,188
                                              ===========   ===========   ============   ===========   ===========    ===========
</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. . . . . . . . . . .   $   283,067   $   232,798   $   45,657   $  8,975,814   $  5,747,928    $ 2,967,234
 Net realized gains (losses). . . . . . . .      (454,979)      252,095       19,122      2,061,212      2,390,414        512,402
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . .      (698,676)      (13,488)     191,067      7,759,307        435,778       (496,647)
                                              -----------   -----------   ----------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . . .      (870,588)      471,405      255,846     18,796,333      8,574,120      2,982,989
From policyholder transactions:
 Net premiums from policyholders. . . . . .     6,964,604     4,833,914      748,683     60,975,616     35,535,599     19,263,021
 Net benefits to policyholders. . . . . . .    (5,513,221)   (2,393,463)    (295,788)   (31,360,866)   (21,776,809)    (5,502,524)
                                              -----------   -----------   ----------   ------------   ------------    -----------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . . .     1,451,383     2,440,451      452,895     29,614,750     13,758,790     13,760,497
                                              -----------   -----------   ----------   ------------   ------------    -----------
Net increase in net assets. . . . . . . . .       580,795     2,911,856      708,741     48,411,083     22,332,910     16,743,486
Net assets at beginning of period . . . . .     4,191,379     1,279,523      570,782     47,996,192     25,663,282      8,919,796
                                              -----------   -----------   ----------   ------------   ------------    -----------
Net assets at end of period . . . . . . . .   $ 4,772,174   $ 4,191,379   $1,279,523   $ 96,407,275   $ 47,996,192    $25,663,282
                                              ===========   ===========   ==========   ============   ============    ===========
</TABLE>




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

See accompanying notes.

                                       99
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                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. . . . . . . . . . .   $ 3,484,281   $ 1,814,571   $ 1,246,046   $    926,217   $   394,991    $   172,660
 Net realized gains (losses). . . . . . . .       278,186       171,318       124,493         24,740        35,294        (52,888)
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . .     1,791,231       715,231      (507,517)      (136,999)      (25,976)        (7,734)
                                              -----------   -----------   -----------   ------------   -----------    -----------
Net increase in net assets resulting from
 operations . . . . . . . . . . . . . . . .     5,553,698     2,701,120       863,022        813,958       404,309        112,038
From policyholder transactions:
 Net premiums from policyholders. . . . . .    21,019,273    16,914,475     9,996,216     27,490,588    12,911,228      8,757,242
 Net benefits to policyholders. . . . . . .    (8,281,600)   (9,357,535)   (3,151,700)   (21,534,195)   (4,234,624)    (7,683,085)
                                              -----------   -----------   -----------   ------------   -----------    -----------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . . .    12,737,673     7,556,940     6,844,516      5,956,393     8,676,604      1,074,157
                                              -----------   -----------   -----------   ------------   -----------    -----------
Net increase in net assets. . . . . . . . .    18,291,371    10,258,060     7,707,538      6,770,351     9,080,913      1,186,195
Net assets at beginning of period . . . . .    21,775,321    11,517,261     3,809,723     12,476,155     3,395,242      2,209,047
                                              -----------   -----------   -----------   ------------   -----------    -----------
Net assets at end of period . . . . . . . .   $40,066,692   $21,775,321   $11,517,261   $ 19,246,506   $12,476,155    $ 3,395,242
                                              ===========   ===========   ===========   ============   ===========    ===========
</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  $    14,015   $  290,784   $  7,773   $     53,396   $    55,901    $  1,526
 Net realized gains
  (losses). . . . . .        (9,919)      75,149         58        191,495        80,782         242
 Net unrealized
  appreciation
  (depreciation)
  during the period .      (523,693)     (18,626)    14,046      1,108,416      (260,664)     36,666
                        -----------   ----------   --------   ------------   -----------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .      (519,597)     347,307     21,877      1,353,307      (123,981)     38,434
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    11,420,833    4,182,527    335,271     23,844,756     8,906,153     960,081
 Net benefits to
  policyholders . . .    (4,363,378)    (897,951)   (16,141)   (12,275,087)   (3,655,731)    (89,402)
                        -----------   ----------   --------   ------------   -----------    --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .     7,057,455    3,284,576    319,130     11,569,669     5,250,422     870,679
                        -----------   ----------   --------   ------------   -----------    --------
Net increase in net
 assets . . . . . . .     6,537,858    3,631,883    341,007     12,922,976     5,126,441     909,113
Net assets at
 beginning of period      3,972,890      341,007          0      6,035,554       909,113           0
                        -----------   ----------   --------   ------------   -----------    --------
Net assets at end of
 period . . . . . . .   $10,510,748   $3,972,890   $341,007   $ 18,958,530   $ 6,035,554    $909,113
                        ===========   ==========   ========   ============   ===========    ========
</TABLE>



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

See accompanying notes.

                                      100
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                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 (decrease) in net assets from
 operations:
 Net investment income. . . . . . . . . . .   $  1,211,729   $   378,697   $   21,338   $   283,651   $    71,030    $      7,076
 Net realized gains . . . . . . . . . . . .        691,270       901,978       17,398        81,659         8,335              22
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . .      6,098,919       392,256       55,782        43,608       (11,727)           (591)
                                              ------------   -----------   ----------   -----------   -----------    ------------
Net increase in net assets resulting from
 operations . . . . . . . . . . . . . . . .      8,001,918     1,672,931       94,518       408,918        67,638           6,507
From policyholder transactions:
 Net premiums from policyholders. . . . . .     60,690,933    23,412,687    1,282,798     9,258,713     1,828,179         259,231
 Net benefits to policyholders. . . . . . .    (31,166,123)   (9,622,006)    (403,009)   (3,008,341)     (534,164)         (7,110)
                                              ------------   -----------   ----------   -----------   -----------    ------------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . . .     29,524,810    13,790,681      879,789     6,250,372     1,294,015         252,121
                                              ------------   -----------   ----------   -----------   -----------    ------------
Net increase in net assets. . . . . . . . .     37,526,728    15,463,612      974,307     6,659,290     1,361,653         258,628
Net assets at beginning of period . . . . .     16,437,919       974,307            0     1,620,281       258,628               0
                                              ------------   -----------   ----------   -----------   -----------    ------------
Net assets at end of period . . . . . . . .   $ 53,964,647   $16,437,919   $  974,307   $ 8,279,571   $ 1,620,281    $    258,628
                                              ============   ===========   ==========   ===========   ===========    ============
</TABLE>




<TABLE>
<CAPTION>
                                 TURNER CORE GROWTH                     BRANDES INTERNATIONAL
                                     SUBACCOUNT                           EQUITY SUBACCOUNT
                        -------------------------------------   ------------------------------------
                           1998          1997        1996*         1998        1997           1996
                        ------------  -----------  -----------  ----------  ------------  -------------
<S>                     <C>           <C>          <C>          <C>         <C>           <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income. $    77,203   $   87,289   $   19,638   $  343,646  $    25,175    $    2,983
 Net realized gains
  (losses). . . . . . .     156,278       76,711       (9,767)      89,337       12,541        (2,433)
 Net unrealized
  appreciation
  (depreciation)
  during the period . .     562,620       32,626       16,054       91,915      (26,022)      (12,286)
                        -----------   ----------   ----------   ----------  -----------    ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . . .     796,101      196,626       25,925      524,898       11,694       (11,736)
From policyholder
 transactions:
 Net premiums from
  policyholders . . . .   4,779,974      743,622    1,135,180    5,520,633    2,484,010     1,021,041
 Net benefits to
  policyholders . . . .  (1,690,860)    (580,027)    (506,352)   2,041,375   (1,088,249)      (80,162)
                        -----------   ----------   ----------   ----------  -----------    ----------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . . .   3,089,114      163,595      628,828    3,479,258    1,395,761       940,879
                        -----------   ----------   ----------   ----------  -----------    ----------
Net increase in net
 assets . . . . . . . .   3,885,215      360,221      654,753    4,004,156    1,407,455       929,143
Net assets at
 beginning of period. .   1,014,974      654,753            0    2,336,598      929,143             0
                        -----------   ----------   ----------   ----------  -----------    ----------
Net assets at end of
 period . . . . . . . . $ 4,900,189   $1,014,974   $  654,753   $6,340,754  $ 2,336,598    $  929,143
                        ===========   ==========   ==========   ==========  ===========    ==========
</TABLE>



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

See accompanying notes.

                                      101
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                  FOR THE YEARS AND PERIODS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                            FRONTIER CAPITAL APPRECIATION          ENHANCED U.S. EQUITY
                                      SUBACCOUNT                        SUBACCOUNT
                        --------------------------------------   ------------------------
                           1998          1997         1996*         1998         1997**
                        ------------  ------------  -----------  ----------  ---------------
<S>                     <C>           <C>           <C>          <C>         <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income  $     9,897   $   118,150   $   (1,679)  $   68,233   $     14,857
 Net realized gains
  (losses). . . . . . .    (445,752)      614,358      (21,044)      87,723          4,177
 Net unrealized
  appreciation
  (depreciation)
  during the period . .     432,064      (368,570)       5,101       89,677          6,844
                        -----------   -----------   ----------   ----------   ------------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . . .      (3,791)      363,938      (17,622)     245,633         25,878
From policyholder
 transactions:
 Net premiums from
  policyholders . . . .  13,982,031    10,030,418    1,535,063    3,031,309        475,503
 Net benefits to
  policyholders . . . .  (9,695,520)   (5,969,436)    (549,363)   1,299,530         (4,176)
                        -----------   -----------   ----------   ----------   ------------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . . .   4,286,511     4,060,982      985,700    1,731,779        471,327
                        -----------   -----------   ----------   ----------   ------------
Net increase in net
 assets . . . . . . . .   4,282,720     4,424,920      968,078    1,977,412        497,205
Net assets at
 beginning of period. .   5,392,998       968,078            0      497,205              0
                        -----------   -----------   ----------   ----------   ------------
Net assets at end of
 period . . . . . . . . $ 9,675,718   $ 5,392,998   $  968,078   $2,474,617   $    497,205
                        ===========   ===========   ==========   ==========   ============
</TABLE>




<TABLE>
<CAPTION>
                         EMERGING                                  SMALL/
                          MARKETS       GLOBAL         BOND        MID CAP     HIGH YIELD
                          EQUITY        EQUITY         INDEX        CORE          BOND
                        SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                        ------------  ------------  -----------  -----------  --------------
                          1998***       1998***       1998***      1998***       1998***
                        ------------  ------------  -----------  -----------  --------------
<S>                     <C>           <C>           <C>          <C>          <C>
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . . . $       135   $       152   $   22,905   $     (535)   $    86,759
 Net realized gains
  (losses). . . . . . .     (45,975)      (21,835)       1,002      (25,196)        64,824
 Net unrealized
  appreciation
  (depreciation)
  during the period . .       2,289         4,812      (10,217)      18,718        149,416
                        -----------   -----------   ----------   ----------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . . .     (43,551)      (16,871)      13,690       (7,013)       300,999
From policyholder
 transactions:
 Net premiums from
  policyholders . . . .   2,434,226     2,372,034    1,176,234    1,089,030      6,683,673
 Net benefits to
  policyholders . . . .  (2,203,670)   (2,191,135)    (124,467)    (778,864)    (2,457,088)
                        -----------   -----------   ----------   ----------    -----------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . . .     230,556       180,899    1,051,767      310,166      4,226,585
                        -----------   -----------   ----------   ----------    -----------
Net increase in net
 assets . . . . . . . .     187,005       164,028    1,065,457      303,153      4,527,584
Net assets at
 beginning of period. .           0             0            0            0              0
                        -----------   -----------   ----------   ----------    -----------
Net assets at end of
 period . . . . . . . . $   187,005   $   164,208   $1,065,457   $  303,153    $ 4,527,584
                        ===========   ===========   ==========   ==========    ===========
</TABLE>



- ---------
* From May 1, 1996 (commencement of operations).
** From July 1, 1997 (commencement of operations).
*** From May 1, 1998 (commencement of operations).

See accompanying notes.

                                      102
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998

1. ORGANIZATION

  John Hancock Variable Life Account S (the Account) is a separate investment
account of John Hancock Variable Life Insurance Company (JHVLICO), a
wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (John
Hancock). The Account was formed to fund variable life insurance policies
(Policies) issued by JHVLICO. The Account is operated as a unit investment trust
registered under the Investment Company Act of 1940, as amended, and currently
consists of twenty-seven 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-seven 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, Enhanced U.S. Equity, 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 JHVLICO'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 JHVLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHVLICO 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
JHVLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHVLICO 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, JHVLICO 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.

                                      103
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

 Expenses

  JHVLICO 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. In addition, a monthly charge at varying levels for the
cost of insurance is deducted from the net assets of the Account.

  JHVLICO 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. At December 31, 1998, there were no outstanding policy loans.

3. TRANSACTION WITH AFFILIATES

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

  Certain officers of the Account are officers and directors of JHVLICO, the
Fund or John Hancock.

                                      104
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   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:


                SUBACCOUNT            SHARES OWNED     COST          VALUE
                ----------            ------------  -----------  -------------
      ------------------------------------------------------------------------
      Large Cap Growth. . . . . . .    2,482,160    $55,624,133   $65,018,220
      Sovereign Bond. . . . . . . .    3,279,909     32,895,576    32,541,967
      International Equity Index. .      809,459     13,492,182    12,595,630
      Small Cap Growth. . . . . . .      698,985      7,883,267     9,078,106
      International Balanced. . . .      278,964      3,018,272     3,103,327
      Mid Cap Growth. . . . . . . .      838,771     11,001,555    12,678,444
      Large Cap Value . . . . . . .    1,186,104     16,181,162    16,629,520
      Money Market. . . . . . . . .    8,651,166     86,511,658    86,511,658
      Mid Cap Value . . . . . . . .    1,292,860     16,610,808    15,754,611
      Diversified Mid Cap Growth. .      469,987      7,452,538     7,491,413
      Real Estate Equity. . . . . .      383,006      5,258,257     4,772,174
      Growth & Income . . . . . . .    4,945,907     88,453,571    96,407,275
      Managed . . . . . . . . . . .    2,562,429     38,024,380    40,066,692
      Short-Term Bond . . . . . . .    1,915,373     19,395,427    19,246,506
      Small Cap Value . . . . . . .      906,973     11,039,020    10,510,748
      International Opportunities .    1,552,119     18,074,112    18,958,530
      Equity Index. . . . . . . . .    3,048,380     47,417,688    53,964,646
      Strategic Bond. . . . . . . .      781,135      8,248,280     8,279,571
      Turner Core Growth. . . . . .      274,674      4,288,888     4,900,189
      Brandes International Equity.      584,940      6,287,148     6,340,754
      Frontier Capital Appreciation      641,201      9,607,123     9,675,718
      Enhanced U.S. Equity. . . . .      136,946      2,378,097     2,474,617
      Emerging Markets Equity . . .       26,387        184,716       187,005
      Global Equity . . . . . . . .       16,615        159,217       164,028
      Bond Index. . . . . . . . . .      104,566      1,075,674     1,065,457
      Small/Mid Cap CORE. . . . . .       33,614        284,435       303,153
      High Yield Bond . . . . . . .      490,466      4,378,169     4,527,584

                                      105
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

  Purchases, including reinvestment of dividend distributions, and proceeds from
sales of shares in the Portfolios of the Fund and of M Fund for the period ended
December 31, 1998, were as follows:


                     SUBACCOUNT                   PURCHASES        SALES
                     ----------                  ------------  -------------

      Large Cap Growth . . . . . . . . . . . .   $ 29,361,732   $ 6,639,690
      Sovereign Bond . . . . . . . . . . . . .     22,087,283     8,813,963
      International Equity Index . . . . . . .      9,220,337     5,645,266
      Small Cap Growth . . . . . . . . . . . .      7,281,622     1,838,002
      International Balanced . . . . . . . . .      2,024,060       567,645
      Mid Cap Growth . . . . . . . . . . . . .      9,361,504     2,081,694
      Large Cap Value. . . . . . . . . . . . .     13,202,174     2,238,984
      Money Market . . . . . . . . . . . . . .    167,737,824    95,397,289
      Mid Cap Value. . . . . . . . . . . . . .     15,612,090     4,555,474
      Diversified Mid Cap Growth . . . . . . .      3,272,496     5,082,848
      Real Estate Equity . . . . . . . . . . .      5,551,879     3,817,431
      Growth & Income. . . . . . . . . . . . .     50,746,313    12,155,749
      Managed. . . . . . . . . . . . . . . . .     19,441,220     3,219,267
      Short-Term Bond. . . . . . . . . . . . .     15,288,727     8,406,118
      Small Cap Value. . . . . . . . . . . . .      8,944,813     1,873,344
      International Opportunities. . . . . . .     17,193,176     5,570,111
      Equity Index . . . . . . . . . . . . . .     35,787,894     5,051,356
      Strategic Bond . . . . . . . . . . . . .      9,312,827     2,778,805
      Turner Core Growth . . . . . . . . . . .      4,233,351     1,067,034
      Brandes International Equity . . . . . .      5,189,547     1,366,643
      Frontier Capital Appreciation. . . . . .      7,380,939     3,084,531
      Enhanced U.S. Equity . . . . . . . . . .      2,489,737       689,724
      Emerging Markets Equity. . . . . . . . .      1,973,067     1,742,376
      Global Equity. . . . . . . . . . . . . .      2,561,712     2,380,660
      Bond Index . . . . . . . . . . . . . . .      1,154,850        80,178
      Small/Mid Cap CORE . . . . . . . . . . .        987,868       678,237
      High Yield Bond. . . . . . . . . . . . .      6,156,047     1,842,702


5. IMPACT OF YEAR 2000 (UNAUDITED)

  The John Hancock Variable Life Account S, 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.

                                      106
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

  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.

  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. 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.

                                      107
<PAGE>

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT S

                   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.

                                      108
<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.


 KEY WORD OR PHRASE       PAGE        KEY WORD OR PHRASE                  PAGE
Account. . . . . . . . .   23         modified endowment. . . . . . . .    30
account value. . . . . .    7         monthly deduction date. . . . . .    25
Additional Sum Insured .   28         mortality and expense risk charge     8
attained age . . . . . .    8         Option A; Option B. . . . . . . .    12
Basic Sum Insured. . . .   28         optional benefits . . . . . . . .     8
beneficiary. . . . . . .   23         owner . . . . . . . . . . . . . .     4
business day . . . . . .   23         partial withdrawal. . . . . . . .    11
changing Option A or B .   27         partial withdrawal charge . . . .     9
changing the Total Sum                payment options . . . . . . . . .    14
 Insured . . . . . . . .   13         Planned Premium . . . . . . . . .     5
charges. . . . . . . . .    7         policy anniversary. . . . . . . .    25
Code . . . . . . . . . .   29         policy year . . . . . . . . . . .    25
cost of insurance rates.    8         premium; premium payment. . . . .     4
date of issue. . . . . .   25         prospectus. . . . . . . . . . . .     2
death benefit. . . . . .    3         receive; receipt. . . . . . . . .    16
deductions . . . . . . .    7         reinstate; reinstatement. . . . .     6
dollar cost averaging. .   10         sales charges . . . . . . . . . .     7
expenses of the Trust. .    9         SEC . . . . . . . . . . . . . . .     2
fixed investment option.   24         Separate Account B. . . . . . . .    23
full surrender . . . . .   11         Servicing Office. . . . . . . . .     1
fund . . . . . . . . . .    2         special loan account. . . . . . .    12
grace period . . . . . .    6         subaccount. . . . . . . . . . . .    23
guaranteed death                      surrender . . . . . . . . . . . .    11
 benefit feature . . . .    6         surrender value . . . . . . . . .    11
Guaranteed Death                      Target Premium. . . . . . . . . .     8
 Benefit Premium . . . .    6         tax considerations. . . . . . . .    29
insurance charge . . . .    8         telephone transfers . . . . . . .    16
insured person . . . . .    4         Total Sum Insured . . . . . . . .    12
investment options . . .    1         transfers of account value. . . .    10
JHVLICO. . . . . . . . .   23         variable investment options . . .     1
John Hancock Variable                 we; us. . . . . . . . . . . . . .    23
 Series Trust. . . . . .    2         withdrawal. . . . . . . . . . . .    11
lapse. . . . . . . . . .    6         withdrawal charges. . . . . . . .     9
loan . . . . . . . . . .   11         you; your . . . . . . . . . . . .     4
loan interest. . . . . .   12
maximum premiums . . . .    5
Minimum Initial Premium.   24
minimum insurance
 amount. . . . . . . . .   13
minimum premiums . . . .    5


                                      109
<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 Variable 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 Section X of JHVLICO's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, JHVLICO 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 JHVLICO.

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

                       CONTENTS OF REGISTRATION STATEMENT

      This Registration Statement comprises the following Papers and Documents:

      The facing sheet.

      Cross-Reference Table.

      The prospectuses each consisting of 109 pages.

      The undertaking regarding indemnification.

      The undertaking to file reports.

      The signatures.

      The following exhibits:
<PAGE>

1.A. (1)  JHVLICO Board Resolution establishing the separate account included
          in the initial filing of this registration statement in filed on
          January 25, 1996.

     (2)  Not Applicable.

     (3)  (a) Form of Distribution and Servicing Agreement by and among John
              Hancock Distributors, Inc., John Hancock Mutual Life Insurance
              Company, and John Hancock Variable Life Insurance Company,
              incorporated by reference from Pre-Effective Amendment No. 2 to
              Form S-6 Registration Statement of John Hancock Variable Life
              Account S (File No. 333-15075) filed on April 23, 1997.

          (b) Specimen Variable Contracts Selling Agreement between John Hancock
              Mutual Life Insurance Company and Selling broker-dealers,
              incorporated by reference from Pre-Effective Amendment No. 2 to
              Form S-6 Registration Statement of John Hancock Variable Life
              Account S (File No. 333-15075) filed on April 23, 1997.

          (c) Schedule of sales commissions included in the text under the
              heading "Additional Information-How we market the policies" in the
              prospectus.

     (4)  Not Applicable

     (5)  (a) Form of flexible premium variable life insurance policy, included
              in Pre-Effective Amendment No.1 to this registration statement,
              filed on July 26, 1996.

          (b) Form of flexible premium variable life insurance policy for
              replacement product, included in Post-Effective Amendment No. 5 to
              this registration statement, filed on October 19, 1999.

     (6)  (a) JHVLICO Certificate of Incorporation included in the initial
              filing of this registration statement filed on January 25, 1996.

          (b) JHVLICO By-laws included in the initial filing of this
              registration statement filed on January 25, 1996.

     (7)  Not Applicable.

     (8)  Not Applicable.

     (9)  Not Applicable.

     (10) Forms of individual and master applications for Policy included in
          Pre-Effective Amendment No.1 to this registration statement, filed
          on July 26, 1996.


<PAGE>

2.  Included as exhibit 1.A(5)(a) and 1.A(5)(b) above.

3.  Opinion and consent of counsel as to securities being registered included in
    Pre-Effective Amendment No.1 to this registration statement filed on July
    26, 1996.

4.   Not Applicable

5.   Not Applicable

6.   Opinion and consent of actuary (filed herewith).

7.   Consent of independent auditors ( filed herewith).

8.   Memorandum describing JHVLICO's issuance, transfer and redemption
     procedures for the flexible premium policy pursuant to Rule
     6e-3(T)(b)(12)(iii) included in Pre-Effective Amendment No.1 to this
     registration statement filed on July 26, 1996.

9.   Powers of attorney for Tomlinson, D'Alessandro, Luddy, Lee, Reitano, Van
     Leer and Paster included in the initial filing of this registration
     statement filed January 25, 1996. Power of Attorney for Ronald J. Bocage,
     incorporated by reference from Form 10-K annual report of John Hancock
     Variable Life Insurance Company (File No. 33-62895) filed on March 28,
     1997.

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 filing of this registration statement filed on January 25,
     1996.

11.  Exemptive Relief Relied Upon included in the initial filing of this
     registration statement filed on January 25, 1996.



<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, John Hancock Variable Life Account S, 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
6th day of December, 1999.

                                 JOHN HANCOCK VARIABLE LIFE ACCOUNT S
                                             (Registrant)

                            By John Hancock Variable Life Insurance Company
                                              (Depositor)

(SEAL)

                                     By  /s/ MICHELE G. VAN LEER
                                         -----------------------
                                         Michele G. Van Leer
                                         President



Attest:    /s/ Peter Scavongelli
           ----------------------
           Secretary
<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 Variable Life Insurance
Company and on the dates indicated.

Signatures                     Title                              Date
- ----------                     -----                              ----


/s/ PATRICK F. SMITH
- --------------------
Patrick F. Smith           Controller (Principal Accounting   December 6, 1999
                           Officer and Acting Principal
                           Financial Officer)

/s/ MICHELE G. VAN LEER
- -----------------------
Michele G. Van Leer        Vice Chairman of the Board
for herself and as         and President (Acting Principal
Attorney-in-Fact           Executive Officer)                 December 6, 1999

      For:  David F. D'Alessandro  Chairman of the Board
            Robert S. Paster       Director
            Thomas J. Lee          Director
            Joseph A. Tomlinson    Director
            Barbara L. Luddy       Director
            Ronald J. Bocage       Director
            Robert R. Reitano      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 6th day of December, 1999.


                         On behalf of the Registrant

                 By John Hancock Variable Life Insurance Company
                                  (Depositor)



(SEAL)



                                 By  /s/ Michele G. Van Leer
                                     -----------------------
                                     Michele G. Van Leer
                                     President



Attest   /s/ Peter Scavongelli
         ----------------------
         Peter Scavongelli
         Secretary

<PAGE>

                                                                       EXHIBIT 6




                                                                December 3, 1999


Board of Directors of the John Hancock Variable 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 are 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 prospectus(es).




                                               /s/ Todd G. Engelsen, FSA, MAAA
                                               ---------------------------------
                                               Todd G. Engelsen, FSA, MAAA
                                               Second Vice President and Actuary


<PAGE>


                                                                     EXHIBIT 7

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Accounting and
actuarial experts" in the Prospectus and to the use of our reports dated
February 10, 1999, with respect to the financial statements of John Hancock
Variable Life Account S, and dated February 19, 1999, with respect to the
financial statements included in the Annual Report of John Hancock Variable Life
Insurance Company, included in this Post-Effective Amendment No. 6 to the
Registration Statement (Form S-6, No. 333-425).

                                                /s/ Ernst & Young LLP
                                                ERNST & YOUNG LLP

Boston, Massachusetts
December 3, 1999


<PAGE>



[LETTERHEAD OF JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY]


                                              December 6, 1999



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

     John Hancock Variable Life Account S
     File Nos. 333-425 and 811-7782


Commissioners:

         This opinion is being furnished with respect to the filing of
Post-Effective Amendment No. 6 under the Securities Act of 1933 on the Form S-6
Registration Statement of John Hancock Variable Life Account S 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/ Ronald J. Bocage
                                --------------------
                                Ronald J. Bocage
                                Vice President and Counsel


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