As filed with the Securities and Exchange Commission on March 5, 2001
                                             Registration No. 333-52128
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-6
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933               [_]

                          PRE-EFFECTIVE AMENDMENT NO. 2             [X]
                         POST-EFFECTIVE AMENDMENT NO.               [_]

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

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

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                              (Name of depositor)

                               JOHN HANCOCK PLACE
               INSURANCE & SEPARATE ACCOUNTS DEPT. - LAW SECTOR
                          BOSTON, MASSACHUSETTS 02117
         (Complete address of depositor's principal executive offices)

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

                            RONALD J. BOCAGE, ESQ.
               INSURANCE & SEPARATE ACCOUNTS DEPT. - LAW SECTOR
                      JOHN HANCOCK LIFE INSURANCE COMPANY
                       JOHN HANCOCK PLACE, BOSTON, 02117
                (Name and complete address of agent for service)

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

                                    Copy to:
                           THOMAS C. LAUERMAN, ESQ.
                               Foley & Lardner
                              3000 K. Street N.W.
                            Washington, D.C.  20007

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

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

Title and amount of securities being registered: interests under flexible
premium variable universal life contracts.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



                             CROSS-REFERENCE TABLE

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

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

3                                Inapplicable

4                                Cover, Distribution of Policies

5,6                              The Account and The Series Fund or
                                 Funds, State Regulation

7, 8, 9                          Inapplicable

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

10(f)                            Voting Privileges

10(g),(h)                        Changes that JHVLICO
                                 Can Make

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

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

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

14, 15                           Summary, Distribution of
                                 Policies, Premiums

16                               The Account and The Series Fund or
                                 Funds


17                               Summary, Policy Provisions
                                 and Benefits

18                               The Account and The Series Fund or
                                 Funds, Tax Considerations

19                               Reports

20                               Changes that JHVLICO
                                 Can Make

21, 22                           Policy Provisions and Benefits



23                               Distribution of Policies

24                               Not Applicable

25                               JHVLICO and John Hancock

26                               Not Applicable

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

31,32,33,34                      Not Applicable

35                               JHVLICO and John Hancock

37                               Not Applicable

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

42, 43                           Not Applicable

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

45                               Not Applicable

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

47                               Not Applicable

48,49,50                         Not Applicable

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

52                               The Account and The Series Fund or
                                 Funds, Changes that JHVLICO Can Make

53,54,55                         Not Applicable

56,57,58,59                      Not Applicable




                        PROSPECTUS DATED MARCH 12, 2001

- --------------------------------------------------------------------------------
                    MEDALLION VARIABLE UNIVERSAL LIFE EDGE
- --------------------------------------------------------------------------------

          a flexible premium variable universal life insurance policy
                                   issued by
                 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                                  ("JHVLICO")

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



- -----------------------------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTION                                        MANAGED BY
- --------------------------                                        ----------
                                                               
  Managed........................................................ Independence Investment Associates, Inc. and
                                                                   Capital Guardian Trust Company
  Growth & Income................................................ Independence Investment Associates, Inc. and
                                                                   Putnam Investment Management, Inc.
  Fidelity VIP Contrafund/(R)/................................... Fidelity Management and Research Company
  Equity Index................................................... State Street Global Advisors
  Large Cap Value................................................ T. Rowe Price Associates, Inc.
  Large Cap Growth............................................... Independence Investment Associates, Inc.
  Large Cap Aggressive Growth.................................... Alliance Capital Management L.P.
  Fidelity VIP Growth............................................ Fidelity Management and Research Company
  AIM V.I. Value................................................. A I M Advisors, Inc.
  Janus Aspen Global Technology.................................. Janus Capital Corporation
  Mid Cap Growth................................................. Janus Capital Corporation
  Fundamental Growth............................................. Putnam Investment Management, Inc.
  Real Estate Equity............................................. Independence Investment Associates, Inc. and Morgan
                                                                   Stanley Dean Witter Investment Management Inc.
  Small/Mid Cap CORE /(SM)/...................................... Goldman Sachs Asset Management
  Small/Mid Cap Growth........................................... Wellington Management Company, LLP
  Small Cap Equity............................................... Capital Guardian Trust Company
  Small Cap Growth............................................... John Hancock Advisers, Inc.
  MFS New Discovery.............................................. MFS Investment Management/(R)/
  Global Balanced................................................ Capital Guardian Trust Company
  Janus Aspen Worldwide Growth................................... Janus Capital Corporation
  Templeton International Securities............................. Templeton Investment Counsel, Inc.
  International Equity Index..................................... Independence International Associates, Inc.
  International Opportunities.................................... T. Rowe Price International, Inc.
  Emerging Markets Equity........................................ Morgan Stanley Dean Witter Investment Management Inc.
  Short-Term Bond................................................ Independence Investment Associates, Inc.
  Bond Index..................................................... Mellon Bond Associates, LLP
  Active Bond.................................................... John Hancock Advisers, Inc.
  Global Bond.................................................... Capital Guardian Trust Company
  High Yield Bond................................................ Wellington Management Company, LLP
  Money Market................................................... John Hancock Life Insurance Company
- -----------------------------------------------------------------------------------------------------------------------




  The variable investment options shown on page 1 are those available as of the
date of this prospectus. We may add, modify or delete variable investment
options in the future.

  When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of one or more of the
following: the John Hancock Variable Series Trust I, the AIM Variable Insurance
Funds, Inc., Fidelity's Variable Insurance Products Fund and Variable Insurance
Products Fund II, the Janus Aspen Series (Service Shares Class), and the MFS
Variable Insurance Trust (together, "the Trusts"). In this prospectus, the
investment options of the Trusts are referred to as "funds". In the prospectuses
for the Trusts, the investment options may be referred to as "funds",
"portfolios" or "series".

  Each Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). The investment results of each
variable investment option you select will depend on those of the corresponding
fund of one of the Trusts. Each of the funds is separately managed and has its
own investment objective and strategies. Attached at the end of this prospectus
is a prospectus for each Trust. The Trust prospectuses contain detailed
information about each available fund. Be sure to read those prospectuses before
selecting any of the variable investment options shown on page 1.

                            * * * * * * * * * * * *

  Please note that the 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.

                            * * * * * * * * * * * *

                         JHVLICO LIFE SERVICING OFFICE
                         -----------------------------

                  Express Delivery               U.S. Mail
                  ----------------               ---------
                529 Main Street (X-4)           P.O. Box 111
                Charlestown, MA 02129         Boston, MA 02117

                             Phone: 1-800-732-5543

                              Fax: 1-617-886-3048

                                       2


                           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 contains
       basic information about the policy in a question and answer format.
       You should read the Basic Information 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 25.

     . Behind the illustrations is a section called "Additional
       Information."  This section gives more details about the policy. It
       generally does not repeat information contained in the Basic
                      ---
       Information section. A table of contents for the Additional
       Information section appears on page 32.

     . Behind the Additional Information section are the financial
       statements for us and for the Separate Account that we use for this
       policy. These start on page 47.

     . Finally, there is an Alphabetical Index of Key Words and Phrases at
       the back of the prospectus on page 120.

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


                                       3


                               BASIC INFORMATION

  This "Basic Information" section provides answers to commonly asked questions
about the policy. Here are the page numbers where the questions and answers
appear:



Question                                                                                         Beginning on page
- --------                                                                                         -----------------
                                                                                              
 .What is the policy?.............................................................................        5

 .Who owns the policy?............................................................................        5

 .How can you invest money in the policy?.........................................................        5

 .Is there a minimum amount you must invest?......................................................        6

 .How will the value of your investment in the policy change over time?...........................        8

 .What charges will we deduct from your investment in the policy?.................................        9

 .What charges will the Trusts deduct from your investment in the policy?.........................       11

 .What other charges can we impose in the future?.................................................       14

 .How can you change your policy's investment allocations?........................................       14

 .How can you access your investment in the policy?...............................................       15

 .How much will we pay when the insured person dies?..............................................       17

 .Can you add additional benefit riders?..........................................................       18

 .How can you change your policy's insurance coverage?............................................       20

 .Can you cancel your policy after it's issued?...................................................       21

 .Can you choose the form in which we pay out policy proceeds?....................................       21

 .To what extent can we vary the terms and conditions of the policies in particular cases?........       22

 .How will your policy be treated for income tax purposes?........................................       23

 .How do you communicate with us?.................................................................       23



                                       4


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. If the life insurance
protection is provided under a master group policy, the term "policy" as used in
this prospectus refers to the certificate you will be issued and not to the
master group policy. 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 YOU 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.


                                       5


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 40. 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 from terminating or to keep the guaranteed death benefit feature in
effect.

Ways to pay premiums

  If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "John Hancock Variable Life Insurance
Company." Premiums after the first must be sent to the JHVLICO Life Servicing
Office at the appropriate address shown on page 2 of this prospectus.

  We will also accept premiums:

     . by wire or by exchange from another insurance company,

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

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

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

IS THERE A MINIMUM AMOUNT YOU 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. You will also
choose how often to pay premiums-- annually, semi-annually, quarterly or
monthly. The premium reminder notice we send you is based on the amount and
period you choose. However, payment of Planned Premiums is not necessarily
required. You need only invest enough to keep the policy in force (see
"Guaranteed death benefit feature" on page 7 and "Lapse and reinstatement" on
page 8).


                                       6


Guaranteed death benefit feature

  This feature guarantees that your Basic Sum Insured will not terminate (i.e.,
"lapse"), regardless of adverse investment performance, if on each "grace period
testing date" 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 Premium ("GDB Premium") due to date. For the
first 5 policy years, the same applies to any amount of Additional Sum Insured.
If the Guaranteed Death Benefit test is not satisfied on any grace period
testing date, the guaranteed death benefit feature will not be "in effect" on
that date. We currently test on a quarterly basis, but reserve the right to test
on each monthly deduction date. (The term "monthly deduction date" is defined on
page 35 under "Procedures for issuance of a policy".)

  Your policy will show three types of GDB Premium (or such other types as
permitted by your state):

     . 5 Year GDB Premium - This is used on each grace period testing date
       until the 5th policy anniversary. The total GDB Premium that is "due
       to date" on any grace period testing date during this period is equal
       to the 5 Year GDB Premium times the number of elapsed policy months
       from the policy's date of issue through the grace period testing
       date.

     . Age 65/10 Year GDB Premium - This is used on each grace period
       testing date that occurs on and after the 5th policy anniversary
       until the later of (i) the policy anniversary nearest the insured
       person's 65th birthday or (ii) the 10th policy anniversary. The total
       GDB Premium that is "due to date" on any grace period testing date
       during this period is equal to the Age 65/10 Year GDB Premium times
       the number of elapsed policy months from the policy's date of issue
       through the grace period testing date.

     . Age 100 GDB Premium - This is used on each grace period testing date
       that occurs on and after the policy anniversary nearest the insured
       person's 65th birthday (or, if later, the 10th policy anniversary)
       until the policy anniversary nearest the insured person's 100th
       birthday. The total GDB Premium that is "due to date" on any grace
       period testing date during this period is equal to the Age 100 GDB
       Premium times the number of elapsed policy months from the policy's
       date of issue through the grace period testing date.

  The Age 100 GDB Premium is higher than the Age 65/10 Year GDB Premium which in
turn is higher than the 5 Year GDB Premium, but none of them will ever be
greater than the so-called "guideline premium" for the policy as defined in
Section 7702 of the Internal Revenue Code.

  For the first 5 policy years, the guaranteed death benefit feature applies to
both the Basic Sum Insured and Additional Sum Insured then in effect. On the 5th
policy anniversary and thereafter, the guaranteed death benefit feature applies
only to the Basic Sum Insured in effect when we issue the policy and does not
apply to any amount of Additional Sum Insured. In any policy year, the
guaranteed death benefit feature will cease to be in effect if you increase the
Basic Sum Insured (see "How much will we pay when the insured person dies?" on
page 17).  The amount of the Basic Sum Insured that is guaranteed will be
reduced to the extent that we


                                       7


pay it to you under a Living Care Benefit Rider while the insured is living (see
"Can you add additional benefit riders?" on page 18). 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.

  If an insufficient amount of GDB Premium has been paid on a grace period
testing date, and your policy would lapse for failure to pay charges then due,
we will provide you with a notification as descibed in the next section, "Lapse
and reinstatement".

Lapse and reinstatement

  Either your entire policy or the Additional Sum Insured portion of your Total
Sum Insured can lapse for failure to pay charges due under the policy. During
the first 5 policy years, there can be no lapse of any kind if the guaranteed
death benefit feature is in effect. If the guaranteed death benefit feature is
in effect after the 5th policy year, the Additional Sum Insured and any
additional benefit riders (unless otherwise stated therein) will be in default
and may lapse if the policy's surrender value is not sufficient to pay the
charges on a grace period testing date. If the guaranteed death benefit feature
is not in effect, the entire policy will be in default and may lapse if the
policy's surrender value is not sufficient to pay the charges on a grace period
testing date. In either case, we will notify you of how much you will need to
pay to keep the Additional Sum Insured or the policy in force. You will have a
61 day "grace period" to make these payments. If you pay these amounts during
the grace period, you may also continue the guaranteed death benefit feature by
paying the necessary amount of GDB Premiums.

   If you don't pay at least the required amount by the end of the grace period,
the Additional Sum Insured and any additional benefit riders (unless otherwise
stated therein) or your policy, as the case may be, 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 a grace period, you cannot make a
partial withdrawal or policy loan.

HOW WILL THE VALUE OF YOUR 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 35.)

  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;


                                       8


except that we will deduct certain additional charges which will reduce your
account value. We describe these charges under "What charges will we deduct from
your 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 asset-based risk charge described on page 10. 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 37.

WHAT CHARGES WILL WE DEDUCT FROM YOUR INVESTMENT IN THE POLICY?

Deductions from premium payments

 . Tax charge - A charge to cover state premium taxes we currently expect to
   ----------
   pay, on average, and the increased Federal income tax burden that we
   currently expect will result from receipt of premiums. This charge is
   currently 3.60% of each premium.

 . Premium sales charge - A charge to help defray our sales costs. The charge is
   --------------------
   4% of the premium you pay in policy years 1 - 5 and 3% of the premium you pay
   in policy years 6 and thereafter. 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 the
   year 2001, no termination of this charge has yet occurred.

Deductions from account value

 . Issue charge - A monthly charge to help defray our sales and administrative
   ------------
   costs. The charge is a percentage of the "Target Premium" and will be the
   same regardless of the amount of premium actually paid. The Target Premium is
   determined at the time the policy is issued and appears in the "Policy
   Specifications" section of the policy. In general, the greater the proportion
   of Additional Sum Insured at issue, the lower the


                                       9


   Target Premium. The percentage will vary by the gender, issue age and risk
   class of the insured person, the death benefit option selected and the
   duration of the policy.

 . Administrative charge - A monthly charge to help defray our administrative
   ---------------------
   costs. This is a flat dollar charge of up to $31 (currently $29) during the
   first policy year and up to $11 (currently $9) during policy years 2 and
   thereafter.

 . 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 and the
   ratio of Basic Sum Insured to Additional Sum Insured on the date we issue
   your policy. 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.) We
   currently apply three "bands" of insurance rates, based on a policy's Total
   Sum Insured (excluding any Premium Cost Recovery Benefit) on the date of
   issue, but continuation of that practice is not guaranteed. The lowest band
   of rates is for policies of $1 million or more, next lower for policies
   between $250,000 to $999,999, and the highest band is for policies between
   $100,000 to $249,999. The insurance charge for death benefit Option B will
   tend to be higher than the insurance charge for death benefit Option A (see
   "How much will we pay when the insured person dies?" on page 17).

 . 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 percentage on the first
   $25,000 of account value allocated to variable investment options is .067%.
   We guarantee that this percentage will never exceed .067%. The current
   percentages on the account value allocated to the variable investment options
   in excess of $25,000 are 0.067 for policy years 1 through 5, 0.021% for
   policy years 6 through 10, 0.013% for policy years 11 through 15, and .004%
   for policy years 16 and thereafter. We guarantee that these percentages will
   never exceed .067 % for policy years 1 through 5 and .033% for policy years 6
   and thereafter. This charge does not apply to the fixed investment option.

 . Optional benefits charge - Monthly charges for certain optional insurance
   ------------------------
   benefits added to the policy by means of a rider. Some of the riders we
   currently offer are described under "Can you add additional benefit riders?"
   on page 18.

 . ASI reduction charge - A charge we deduct if you decrease the Additional Sum
   --------------------
   Insured during the first 20 policy years. A table in your policy will state
   the maximum rate for the charge per $1,000 of Additional Sum Insured
   surrendered, based on the insured


                                       10


   person's issue age, insurance risk characteristics and (usually) gender. The
   rates are shown in the policy and generally range from less than $1 per
   $1,000 for issue age 40 or less, and increase for issue ages thereafter, to
   over $10 per $1,000 for issue ages after 70. We do not deduct this charge if
   the Additional Sum Insured is reduced because of a withdrawal of surrender
   value or surrender of the policy.

 . Contingent deferred sales charge ("CDSC") - A charge we deduct if the policy
   -----------------------------------------
   lapses or is surrendered within the first 10 policy years. We deduct this
   charge to compensate us for sales expenses that we would otherwise not
   recover in the event of early lapse or surrender. The charge is a percentage
   of the premiums we received in the first policy year that do not exceed the
   first year Target Premium, as shown in the following table:

  POLICY YEAR(S)              PERCENTAGE OF FIRST YEAR TARGET PREMIUM
  --------------              ---------------------------------------

      1-3                                       100%

      4-6                                        95%

      7                                          90%

      8                                          70%

      9                                          40%

      10 and later                                0%

   The above table applies only if the insured person is less than attained age
   45 at issue. For older issue ages, the maximum is reached earlier and the
   percentage may decrease to zero in fewer than 10 policy years. Regardless of
   issue age, there is a further limitation on the CDSC that can be charged if
   surrender or lapse occurs in the second policy year. A pro-rata portion of
   the CDSC may also be charged in the case of withdrawals that reduce Basic Sum
   Insured (see "Partial withdrawals" on page 15) and requested reductions in
   Basic Sum Insured (see "Decrease in coverage" on page 20). The pro-rata
   charge is calculated by dividing the reduction in Basic Sum Insured by the
   Basic Sum Insured immediately prior to the reduction and then multiplying the
   applicable CDSC by that ratio.

 . 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 TRUSTS DEDUCT FROM YOUR INVESTMENT IN THE POLICY?

  The Trusts must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund 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. We may receive payments from
a fund or its affiliates at an annual rate of up to approximately 0.25% of the
average net assets that holders of our variable life insurance policies and
variable annuity contracts have invested in that fund.  Any such payments do
not, however, result in any charge to you in addition to what is disclosed
below.

  The following figures for the funds are based on historical fund expenses,  as
a percentage (rounded to two decimal places) of each fund's average daily net
assets for 1999, except as


                                       11


indicated in the Notes appearing at the end of this table.  Expenses of the
funds are not fixed or specified under the terms of the policy, and those
expenses may vary from year to year.



                                                                                         Total Fund
                                        Investment  Distribution and  Other Operating    Operating       Other Operating
                                        Management      Service        Expenses With   Expenses With     Expenses Absent
Fund Name                                   Fee       (12b-1) Fees     Reimbursement   Reimbursement      Reimbursement
- ---------                               ----------  ----------------  ---------------  --------------   ----------------
                                                                                        
JOHN HANCOCK VARIABLE SERIES TRUST I
    (NOTE 1):
Managed...............................    0.67%           N/A              0.03%           0.70%             0.03%
Growth & Income.......................    0.67%           N/A              0.03%           0.70%             0.03%
Equity Index..........................    0.14%           N/A              0.00%           0.14%             0.08%
Large Cap Growth......................    0.36%           N/A              0.03%           0.39%             0.03%
Large Cap Aggressive Growth...........    0.98%           N/A              0.10%           1.08%             0.19%
Mid Cap Growth........................    0.82%           N/A              0.10%           0.92%             0.11%
Fundamental Growth*...................    0.90%           N/A              0.10%           1.00%             0.24%
Real Estate Equity....................    1.01%           N/A              0.10%           1.11%             0.10%
Small/Mid Cap CORE/SM/................    0.80%           N/A              0.10%           0.90%             0.66%
Small/Mid Cap Growth..................    0.75%           N/A              0.10%           0.85%             0.10%
Small Cap Equity*.....................    0.90%           N/A              0.10%           1.00%             0.16%
Small Cap Growth......................    0.75%           N/A              0.10%           0.85%             0.14%
Global Balanced*......................    1.05%           N/A              0.10%           1.15%             0.46%
International Equity Index............    0.16%           N/A              0.10%           0.26%             0.22%
International Opportunities...........    0.87%           N/A              0.10%           0.97%             0.29%
Emerging Markets Equity...............    1.27%           N/A              0.10%           1.37%             2.17%
Short-Term Bond.......................    0.30%           N/A              0.10%           0.40%             0.13%
Bond Index............................    0.15%           N/A              0.10%           0.25%             0.20%
Active Bond*..........................    0.61%           N/A              0.03%           0.64%             0.03%
Global Bond...........................    0.85%           N/A              0.10%           0.95%             0.15%
High Yield Bond.......................    0.65%           N/A              0.10%           0.75%             0.39%
Money Market..........................    0.25%           N/A              0.06%           0.31%             0.06%

AIM Variable Insurance Funds, Inc.:
AIM V.I. Value........................    0.61%           N/A              0.15%           0.76%             0.15%

VARIABLE INSURANCE PRODUCTS FUND -
 SERVICE CLASS (NOTE 2):
Fidelity VIP Growth...................    0.58%          0.10%             0.07%           0.75%             0.09%

Variable Insurance Products Fund II -
 Service Class (Note 2):
Fidelity VIP Contrafund/(R)/..........    0.58%          0.10%             0.07%           0.75%             0.10%

FRANKLIN TEMPLETON VARIABLE INSURANCE
 PRODUCTS TRUST - CLASS 2 SHARES
 (NOTE 3):
Templeton International Securities....    0.69%          0.25%             0.19%           1.13%             0.19%

JANUS ASPEN SERIES - SERVICE SHARES
 CLASS  (NOTE 4):
Janus Aspen Global Technology.........    0.65%          0.25%             0.13%           1.03%             0.13%
Janus Aspen Worldwide Growth..........    0.65%          0.25%             0.05%           0.95%             0.05%

MFS VARIABLE INSURANCE TRUST
 (NOTE 5):
MFS New Discovery.....................    0.90%           N/A              0.17%           1.07%             1.59%



                                       12


NOTES TO FUND EXPENSE TABLE
  (1) John Hancock Variable Series Trust I funds' percentages for "other fund
      expenses" are based on the allocation methodology and expense
      reimbursement policy adopted April 23, 1999, and are calculated as if that
      allocation methodology and expense reimbursement policy had been in effect
      for all of 1999. Under the expense reimbursement policy, John Hancock Life
      Insurance Company voluntarily reimburses a fund when the fund's "other
      fund expenses" exceed 0.10% of the fund's average daily net assets (0.00%
      for Equity Index). Shareholders of the Managed, Growth & Income,
      Fundamental Growth, Real Estate Equity, Small Cap Equity, Global Balanced,
      Active Bond, and Global Bond funds have approved new management fee
      schedules, which apply to those funds effective November 1, 2000. The
      investment management fee percentages for each of those funds are
      calculated as if those new fee schedules had been in effect for all of
      1999. The investment management fee percentages for all other funds
      reflect the investment management fees that were actually payable for
      1999.

  *   Fundamental Growth was formerly "Fundamental Mid Cap Growth", Small Cap
      Equity was formerly "Small Cap Value", Global Balanced was formerly
      "International Balanced" and Active Bond was formerly "Sovereign Bond".

      "CORE(SM)" IS A SERVICE MARK OF GOLDMAN, SACHS & CO.

  (2) A portion of the brokerage commissions that certain of the Fidelity VIP
      funds pay was used to reduce fund expenses. In addition, through
      arrangements with certain funds' custodian, credits realized as a result
      of uninvested cash balances were used to reduce a portion of each
      applicable fund's expenses. Without these reductions, the operating
      expenses of the funds would have been higher, as shown in the last column
      of this table.

  (3) On February 8, 2000, shareholders of each fund approved a merger and
      reorganization that combined the Templeton International Equity Fund with
      the Templeton International Securities Fund, effective May 1, 2000.
      Shareholders of the Templeton International Securities Fund had approved
      new management fees, which apply to the combined funds effective May 1,
      2000. The table shows restated total expenses for the fund based on the
      new fees and the assets, as of December 31, 1999, of the Templeton
      International Securities Fund. However, if the table reflected both the
      new fees and the combined assets of the Templeton International Equity
      Fund and the Templeton International Securities Fund, the estimated
      expenses for the two funds combined after May 1, 2000 would be: Management
      Fees 0.65%, Distribution and Service Fees 0.25%, Other Expenses 0.20%, and
      Total Fund Operating Expenses 1.10%.

  (4) The percentages for the new Service Shares Class of the Janus Aspen Global
      Technology Fund and the Janus Aspen Worldwide Growth Fund are estimates
      because the Service Shares Class was not in operation in 1999. All such
      estimates have been made without regard to the effect of any expense
      offset arrangements.

  (5) MFS Variable Insurance Trust Funds have an expense offset arrangement
      which reduces each fund's custodian fee based upon the amount of cash
      maintained by the fund with its custodian and dividend disbursing agent.
      Each fund may enter into other such arrangements and directed brokerage
      arrangements, which would also have the effect of reducing the fund's
      expenses. Expenses do not take into account these expense reductions, and
      are therefore higher than the actual expenses of the fund. MFS Investment
      Management(R) (also doing business as Massachusetts Financial Services
      Company) has contractually agreed to bear expense for the New Discovery
      Fund, subject to reimbursement by the fund, such that such fund's "other
      fund expenses" shall not exceed 0.15% of the average daily net assets of
      the fund during the current fiscal year.

                                       13


WHAT OTHER CHARGES COULD WE IMPOSE IN THE FUTURE?

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

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

  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 YOU CHANGE YOUR 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. Without our approval, the
maximum amount you may transfer to or from any investment option in any policy
year is $1,000,000.

  Under our current rules, you can make transfers out of any variable investment
option anytime you wish. However, we reserve the right to impose limits on the
number and frequency of transfers into or out of variable investment options and
to impose a charge of up to $25 for any transfer beyond an annual limit (which
will not be less than 12). Transfers under the dollar cost averaging program or
the asset rebalancing program would not be counted toward any such limit.

  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; and


                                       14


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

Dollar cost averaging

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

Asset Rebalancing

  This is a program that automatically re-sets the percentage of your account
value allocated to the variable investment options. Over time, the variations in
the investment results for each variable investment option you've elected will
shift the percentage allocations among them. The rebalancing program will
periodically transfer your account value among the variable investment options
to reestablish the preset percentages you have chosen. Rebalancing would usually
result in transferring amounts from a variable investment option with relatively
higher investment performance since the last rebalancing to one with relatively
lower investment performance. However, rebalancing can also result in
transferring amounts from a variable investment option with relatively lower
current investment performance to one with relatively higher current investment
performance. Rebalancing and dollar cost averaging cannot be in effect at the
same time.

HOW CAN YOU ACCESS YOUR 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 and less any CDSC charge that then
applies. 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 after
the first policy year. 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. Unless we agree otherwise, 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
9). 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 $100,000. Under the Option A death benefit, the reduction
of your account value occasioned by a partial withdrawal could cause the minimum
insurance amount to become less than your Total Sum Insured (see "How


                                       15


much will we pay when the insured person dies?" on page 17). If that happens, we
will automatically reduce your Total Sum Insured. The calculation of that
reduction is explained in the policy, and will be implemented by first reducing
any Additional Sum Insured in effect. If the reduction in Total Sum Insured
would cause your policy to fail the Internal Revenue Code's definition of life
insurance, we will not permit the partial withdrawal. If the withdrawal results
in a reduction in Basic Sum Insured, a pro-rata portion of the applicable CDSC
will be deducted from the account value (see "Contingent deferred sales charge
('CDSC')" on page 11).

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 0% thereafter
       (although we reserve the right to increase the percentage after
       policy year 20 to as much as .25%).

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

  The minimum amount of each loan is $300. 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, and 4.0% thereafter. However, we reserve the right to
increase the percentage after policy year 20 to as much as 4.25%. 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. Unless we agree otherwise,
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.

                                       16


HOW MUCH WILL WE 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" of insurance. Total Sum Insured is composed of the Basic Sum
Insured and any Additional Sum Insured you elect. The maximum amount of
Additional Sum Insured you can have when we issue the policy is generally
limited to 400% of the Basic Sum Insured. The application may also give you the
option of electing among various patterns of scheduled increases in Additional
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 35.

  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 under the "guideline
       premium and cash value corridor test" or under the "cash value
       accumulation test" (as described below).

     . Option B - The death benefit will equal the greater of (1) the Total
       Sum Insured amount plus your policy's account value on the date of
       death, or (2) the minimum insurance amount under the "guideline
       premium and cash value corridor test".

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

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 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


                                       17


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 40). 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.

  In the next section, we describe an optional Age 100 Waiver of Charges Rider
that provides for continuation of the Total Sum Insured after the insured person
reaches 100.

CAN YOU ADD ADDITIONAL BENEFIT RIDERS?

  When you apply for a policy, you can request any of the additional benefit
riders that we then make available. Availability and rider benefits may vary by
state. Charges for the selected rider will generally increase the monthly
deductions from your policy's account value.  We may change the rates of these
charges, but not above the maximum amounts that will be stated in the Policy
Specifications page of your policy. Charges for the Long-Term Care Acceleration
Rider, as described below, may be considered a "distribution" for federal income
tax purposes (see "Tax considerations," beginning on page 40). Our rules and
procedures will govern eligibility for the riders, or any changes to these
benefits. Each rider contains specific details that you should review if you
desire to choose the additional benefit. We may add to, delete from, or modify
the following list of additional benefit riders:

 . Disability Waiver of Charges Rider - Provides for the waiver of monthly
   deductions if the insured person becomes totally and permanently disabled, as
   defined in the rider, prior to age 60. If the insured person becomes totally
   and permanently disabled after age 60, monthly deductions are only waived
   until age 65. Benefits under this rider do not reduce the Guaranteed Death
   Benefit Premium payment requirements described on page 7 that are necessary
   for the guaranteed death benefit feature to remain in effect.

 . Living Care Benefit Rider - Provides for an advance payment to you of a
   portion of the death benefit if the insured person becomes terminally ill, as
   defined in the rider, with death expected within 24 months. Advances under
   the rider are discounted for interest at the rates specified in the rider,
   and we may use a portion of any advance to repay loans under your policy. The
   maximum advance is $1,000,000.

 . Age 100 Waiver of Charges Rider - Provides for the continuation of the Total
   Sum Insured in force when the insured person attains age 100, without charge,
   if the policy's

                                       18


   account value at the time is greater than the sum of 1 plus the amount of any
   surrender charges then existing. The monthly charge for this rider currently
   begins in the 6th policy year.

 . Children's Insurance Benefit Rider - Provides term insurance up through age
   21 on each covered child of the insured person. A child must be more than 14
   days old and less than 15 years old to begin coverage.

 . Accidental Death Benefit Rider - Provides for an additional insurance benefit
   if the insured person's death is due to accidental causes between the policy
   anniversaries nearest the insured person's 5th and 70th birthdays.

 . Long-Term Care Acceleration Rider - intended only for policies where the
   death benefit is determined under Option A and the "cash value accumulation
   test" described on page 17 is elected. This rider provides for periodic
   advance payments to you of a portion of the death benefit if the insured
   person becomes "chronically ill" so that such person: (1) is unable to
   perform at least 2 activities of daily living without substantial human
   assistance or has a severe cognitive impairment; and (2) is receiving certain
   qualified services described in the rider.

   Benefits under the Long-Term Care Acceleration Rider will not begin until we
   receive proof that the insured person qualifies and has received 100 days of
   "qualified long-term care service" as defined in the rider, while the policy
   was in force. You must continue to submit evidence during the insured
   person's lifetime of the insured person's eligibility for rider benefits.

   We determine a maximum amount of death benefit that we will advance for each
   month of qualification. This amount, called the "Maximum Monthly Benefit" is
   based on the percentage of the policy's death benefit that you select when
   you apply for the policy, and the death benefit amount in effect when the
   insured person qualifies for benefits. The actual amount of any advance is
   based on the expense incurred by the insured person, up to the Maximum
   Monthly Benefit, for each day of qualified long-term care service in a
   calendar month. The first 100 days of qualified long-term care service,
   however, are excluded in any determination of an advance. We will recalculate
   the Maximum Monthly Benefit if you make a partial withdrawal of account
   value, and for other events described in the rider. Each advance reduces the
   remaining death benefit under your policy, and causes a proportionate
   reduction in your policy's account value. If you have a policy loan, we will
   use a portion of each death benefit advance to repay indebtedness.

   We restrict your account value's exposure to market risk when benefits are
   paid under the Long-Term Care Acceleration rider. We do this in several ways.
   First, before we begin paying any Monthly Benefit or waiving monthly
   deductions, we will transfer all account value from the variable investment
   options to the fixed investment option. (The amount to be transferred will be
   determined on the business day immediately following the date we approve a
   request for benefits under the rider.) In addition, you will not be permitted
   to transfer account value or allocate any additional premium payment to a
   variable investment option while rider benefits are paid. Your participation
   in any of the automatic investment plans will also be suspended during this
   period.

                                       19


   If the insured person no longer qualifies for rider benefits and your policy
   remains in force, you will be permitted to invest new premium payments or
   existing account value in the variable investment options. (The restriction
   on transfers from the fixed account described on page 14 will continue to
   apply.) Benefits under this rider do not reduce the Guaranteed Death Benefit
   Premium payment requirements described on page 7 that may be necessary for
   the guaranteed death benefit feature to remain in effect after a termination
   of rider benefits.

   If you purchase this rider:

   . you and your immediate family will also have access to a national program
     designed to help the elderly maintain their independent living by providing
     advice about an array of elder care services available to seniors, and

   . you will have access to a list of long-term care providers in your area who
     provide special discounts to persons who belong to the national program.

HOW CAN YOU CHANGE YOUR POLICY'S INSURANCE COVERAGE?

Increase in coverage

  You may request an increase in the Additional Sum Insured. As to when such an
increase would take effect, see "Effective date of other policy transactions" on
page 37). 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. Unless we consent otherwise, you
may not increase the Additional Sum Insured if the increase would cause the
entire Additional Sum Insured to equal or exceed 800% of the Basic Sum Insured.

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 $100,000, and

     . the remaining Additional Sum Insured will not exceed 800% of the
       Basic Sum Insured, 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.

  As to when any reduction in Total Sum Insured would take effect, see
"Effective date of other policy transactions" on page 37. Any reduction in Total
Sum Insured will be implemented by first reducing any Additional Sum Insured. If
there is any reduction in Basic Sum Insured, a pro-rata portion of the
applicable CDSC will be deducted from the account value (see "Contingent
deferred sales charge ('CDSC')" on page 11).


                                       20


Change of death benefit option

  If the "guideline premium and cash value corridor test" applies to your
policy, you may change your coverage from death benefit Option A to Option B or
vice-versa on any policy anniversary, 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.

  If the "cash value accumulation test" applies to your policy, you can never
change to either Option A under the "guideline premium and cash value corridor
test" or to Option B.

  Please read "The minimum insurance amount" starting on page 17 for more
information about the "guideline premium and cash value corridor test" and the
"cash value accumulation test."

Tax consequences

  Please read "Tax considerations" starting on page 40 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN YOU CANCEL YOUR 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:

     .  JHVLICO at one of the addresses shown on page 2, 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 YOU CHOOSE THE FORM IN WHICH WE PAY 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


                                       21


     . 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.

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 WE VARY THE TERMS AND CONDITIONS OF OUR 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 us in every state in which our
policies are sold. As a result, various terms and conditions of your insurance
coverage may vary from the terms and conditions described in this prospectus,
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


                                       22


"Reduced charges for eligible classes" on page 38. No variation in any charge
will exceed any maximum stated in this prospectus with respect to that charge.

HOW WILL YOUR 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 or
adding the Long-Term Care Acceleration Rider, please read "Tax considerations"
beginning on page 40.

HOW DO YOU COMMUNICATE WITH US?

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 2.

  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 our Life Servicing Office at the
appropriate address shown on page 2. You should also send notice of the insured
person's death and related


                                       23


documentation to our 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 our 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 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 with respect to all
policies like yours or with respect to any class of such policies.


                                       24


           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 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 -0.80%, 5.15% and 11.11%. Investment return
reflects investment income and all realized and unrealized capital gains and
losses. The tables assume annual Planned Premiums that are paid at the beginning
of each policy year for an insured person who is a 35 year old male standard
non-smoker underwriting risk when the policy is issued.

  Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by 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. The tables assume that no optional
rider benefits and no Additional Sum Insured have been elected and that no loans
or withdrawals are made.

  With respect to fees and expenses deducted from assets of the Trusts, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of 0.71%, and (2) an assumed average asset charge for
all other operating expenses of the Trusts equivalent to an effective annual
rate of 0.9%. These rates are the arithmetic average for all funds that are
available as investment options. 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 operating expenses of
the Trusts reflects reimbursements to certain funds as described in the
footnotes to the table beginning on page 12. We currently expect those
reimbursement arrangements to continue indefinitely, but that is not guaranteed.
Without those arrangements, the assumed average asset charge for all other
operating expenses shown above would be higher. This would result in lower
values than those shown in the following tables.

  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 Basic Sum Insured, Additional Sum Insured and annual
Planned Premium amount requested.


                                       25


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION A DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
PLANNED PREMIUM:  $ 927*
USING CURRENT CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000      189        219        249        0          0           0
   2          1,995      100,000   100,000    100,000      605        684        768        0          0           0
   3          3,068      100,000   100,000    100,000    1,005      1,160      1,330       78        233         403
   4          4,195      100,000   100,000    100,000    1,388      1,645      1,938      507        765       1,057
   5          5,378      100,000   100,000    100,000    1,894      2,286      2,748    1,014      1,406       1,867
   6          6,621      100,000   100,000    100,000    2,532      3,098      3,787    1,651      2,217       2,907
   7          7,925      100,000   100,000    100,000    3,149      3,934      4,923    2,315      3,100       4,089
   8          9,295      100,000   100,000    100,000    3,744      4,795      6,163    3,095      4,146       5,515
   9         10,733      100,000   100,000    100,000    4,318      5,681      7,519    3,948      5,310       7,148
  10         12,243      100,000   100,000    100,000    4,869      6,591      9,000    4,869      6,591       9,000
  11         13,828      100,000   100,000    100,000    5,424      7,555     10,649    5,424      7,555      10,649
  12         15,493      100,000   100,000    100,000    5,953      8,544     12,452    5,953      8,544      12,452
  13         17,241      100,000   100,000    100,000    6,455      9,558     14,423    6,455      9,558      14,423
  14         19,076      100,000   100,000    100,000    6,928     10,597     16,579    6,928     10,597      16,579
  15         21,003      100,000   100,000    100,000    7,372     11,659     18,939    7,372     11,659      18,939
  16         23,027      100,000   100,000    100,000    7,782     12,743     21,521    7,782     12,743      21,521
  17         25,152      100,000   100,000    100,000    8,159     13,850     24,350    8,159     13,850      24,350
  18         27,383      100,000   100,000    100,000    8,498     14,976     27,458    8,498     14,976      27,458
  19         29,725      100,000   100,000    100,000    8,797     16,120     30,893    8,797     16,120      30,893
  20         32,185      100,000   100,000    100,000    9,054     17,282     34,691    9,054     17,282      34,691
  25         46,455      100,000   100,000    100,000    9,435     23,121     60,699    9,435     23,121      60,699
  30         64,668      100,000   100,000    128,492    8,686     29,605    105,321    8,686     29,605     105,321
  35         87,913      100,000   100,000    208,855    5,947     36,568    180,047    5,947     36,568     180,047
  40        117,580           **   100,000    326,320       **     43,365    304,972       **     43,365     304,972
  45        155,444           **   100,000    541,041       **     49,522    515,277       **     49,522     515,277


- ---------
*  The illustrations assume that Planned Premiums are equal to the Target
   Premium and 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       26


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION A DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
PLANNED PREMIUM:  $ 927*
USING MAXIMUM CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000      165        194        223        0          0           0
   2          1,995      100,000   100,000    100,000      558        634        714        0          0           0
   3          3,068      100,000   100,000    100,000      935      1,083      1,245        8        156         318
   4          4,195      100,000   100,000    100,000    1,294      1,540      1,819      414        659         939
   5          5,378      100,000   100,000    100,000    1,778      2,152      2,591      898      1,271       1,711
   6          6,621      100,000   100,000    100,000    2,250      2,785      3,438    1,369      1,905       2,558
   7          7,925      100,000   100,000    100,000    2,698      3,430      4,356    1,864      2,595       3,522
   8          9,295      100,000   100,000    100,000    3,122      4,086      5,352    2,474      3,437       4,703
   9         10,733      100,000   100,000    100,000    3,522      4,753      6,433    3,151      4,382       6,062
  10         12,243      100,000   100,000    100,000    3,896      5,429      7,606    3,896      5,429       7,606
  11         13,828      100,000   100,000    100,000    4,241      6,113      8,879    4,241      6,113       8,879
  12         15,493      100,000   100,000    100,000    4,556      6,803     10,261    4,556      6,803      10,261
  13         17,241      100,000   100,000    100,000    4,841      7,499     11,764    4,841      7,499      11,764
  14         19,076      100,000   100,000    100,000    5,093      8,197     13,398    5,093      8,197      13,398
  15         21,003      100,000   100,000    100,000    5,309      8,896     15,174    5,309      8,896      15,174
  16         23,027      100,000   100,000    100,000    5,487      9,594     17,107    5,487      9,594      17,107
  17         25,152      100,000   100,000    100,000    5,623     10,285     19,212    5,623     10,285      19,212
  18         27,383      100,000   100,000    100,000    5,710     10,963     21,501    5,710     10,963      21,501
  19         29,725      100,000   100,000    100,000    5,742     11,623     23,992    5,742     11,623      23,992
  20         32,185      100,000   100,000    100,000    5,712     12,256     26,707    5,712     12,256      26,707
  25         46,455      100,000   100,000    100,000    4,407     14,766     44,765    4,407     14,766      44,765
  30         64,668      100,000   100,000    100,000      209     15,094     74,562      209     15,094      74,562
  35         87,913           **   100,000    145,077       **     10,242    125,067       **     10,242     125,067
  40        117,580           **        **    221,679       **         **    207,176       **         **     207,176
  45        155,444           **        **    359,053       **         **    341,956       **         **     341,956


- ---------
*  The illustrations assume that Planned Premiums are equal to the Target
   Premium and 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.


                                       27


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION B DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
PLANNED PREMIUM:  $ 927*
USING CURRENT CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000       31         56         80        0          0           0
   2          1,995      100,000   100,000    100,000      291        351        414        0          0           0
   3          3,068      100,000   100,000    100,000      537        647        769        0          0           0
   4          4,195      100,000   100,944    101,149      766        944      1,149        0         64         268
   5          5,378      101,279   101,550    101,872    1,279      1,550      1,872      398        669         991
   6          6,621      101,924   102,327    102,819    1,924      2,327      2,819    1,043      1,447       1,938
   7          7,925      102,548   103,127    103,851    2,548      3,127      3,851    1,713      2,293       3,017
   8          9,295      103,149   103,948    104,975    3,149      3,948      4,975    2,500      3,299       4,326
   9         10,733      103,727   104,790    106,200    3,727      4,790      6,200    3,356      4,419       5,830
  10         12,243      104,281   105,653    107,534    4,281      5,653      7,534    4,281      5,653       7,534
  11         13,828      104,836   106,565    109,018    4,836      6,565      9,018    4,836      6,565       9,018
  12         15,493      105,364   107,497    110,632    5,364      7,497     10,632    5,364      7,497      10,632
  13         17,241      105,864   108,448    112,390    5,864      8,448     12,390    5,864      8,448      12,390
  14         19,076      106,331   109,415    114,303    6,331      9,415     14,303    6,331      9,415      14,303
  15         21,003      106,766   110,399    116,384    6,766     10,399     16,384    6,766     10,399      16,384
  16         23,027      107,165   111,394    118,647    7,165     11,394     18,647    7,165     11,394      18,647
  17         25,152      107,526   112,400    121,108    7,526     12,400     21,108    7,526     12,400      21,108
  18         27,383      107,846   113,413    123,783    7,846     13,413     23,783    7,846     13,413      23,783
  19         29,725      108,122   114,429    126,695    8,122     14,429     26,695    8,122     14,429      26,695
  20         32,185      108,350   115,444    129,882    8,350     15,444     29,882    8,350     15,444      29,882
  25         46,455      108,498   120,151    150,722    8,498     20,151     50,722    8,498     20,151      50,722
  30         64,668      107,422   124,574    184,314    7,422     24,574     84,314    7,422     24,574      84,314
  35         87,913      104,289   127,640    238,168    4,289     27,640    138,168    4,289     27,640     138,168
  40        117,580           **   127,120    324,042       **     27,120    224,042       **     27,120     224,042
  45        155,444           **   120,203    461,882       **     20,203    361,882       **     20,203     361,882


- ---------
*  The Planned Premium shown is less than the Target Premium of $1,550. The
   illustrations assume that Planned Premiums 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.


                                       28


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION B DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
PLANNED PREMIUM:  $ 927*
USING MAXIMUM CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000        7         31         55        0          0           0
   2          1,995      100,000   100,000    100,000      244        300        360        0          0           0
   3          3,068      100,000   100,000    100,000      466        570        685        0          0           0
   4          4,195      100,000   100,000    101,031      673        840      1,031        0          0         150
   5          5,378      101,163   101,416    101,716    1,163      1,416      1,716      283        535         836
   6          6,621      101,639   102,011    102,466    1,639      2,011      2,466      759      1,130       1,585
   7          7,925      102,090   102,613    103,273    2,090      2,613      3,273    1,256      1,779       2,438
   8          9,295      102,515   103,223    104,143    2,515      3,223      4,143    1,866      2,574       3,494
   9         10,733      102,914   103,839    105,081    2,914      3,839      5,081    2,543      3,468       4,711
  10         12,243      103,285   104,458    106,093    3,285      4,458      6,093    3,285      4,458       6,093
  11         13,828      103,625   105,079    107,181    3,625      5,079      7,181    3,625      5,079       7,181
  12         15,493      103,933   105,700    108,352    3,933      5,700      8,352    3,933      5,700       8,352
  13         17,241      104,208   106,318    109,613    4,208      6,318      9,613    4,208      6,318       9,613
  14         19,076      104,448   106,931    110,970    4,448      6,931     10,970    4,448      6,931      10,970
  15         21,003      104,649   107,533    112,428    4,649      7,533     12,428    4,649      7,533      12,428
  16         23,027      104,809   108,123    113,995    4,809      8,123     13,995    4,809      8,123      13,995
  17         25,152      104,924   108,695    115,678    4,924      8,695     15,678    4,924      8,695      15,678
  18         27,383      104,987   109,239    117,478    4,987      9,239     17,478    4,987      9,239      17,478
  19         29,725      104,991   109,747    119,401    4,991      9,747     19,401    4,991      9,747      19,401
  20         32,185      104,930   110,210    121,452    4,930     10,210     21,452    4,930     10,210      21,452
  25         46,455      103,428   111,493    133,885    3,428     11,493     33,885    3,428     11,493      33,885
  30         64,668           **   109,700    150,605       **      9,700     50,605       **      9,700      50,605
  35         87,913           **   101,618    171,564       **      1,618     71,564       **      1,618      71,564
  40        117,580           **        **    195,016       **         **     95,016       **         **      95,016
  45        155,444           **        **    214,538       **         **    114,538       **         **     114,538


- ---------
*  The Planned Premium shown is less than the Target Premium of $1,550. The
   illustrations assume that Planned Premiums 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.


                                       29


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION A DEATH BENEFIT
CASH VALUE ACCUMULATION TEST
PLANNED PREMIUM:  $  927*
USING CURRENT CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000      189        219        249        0          0           0
   2          1,995      100,000   100,000    100,000      605        684        768        0          0           0
   3          3,068      100,000   100,000    100,000    1,005      1,160      1,330       78        233         403
   4          4,195      100,000   100,000    100,000    1,388      1,645      1,938      507        765       1,057
   5          5,378      100,000   100,000    100,000    1,894      2,286      2,748    1,014      1,406       1,867
   6          6,621      100,000   100,000    100,000    2,532      3,098      3,787    1,651      2,217       2,907
   7          7,925      100,000   100,000    100,000    3,149      3,934      4,923    2,315      3,100       4,089
   8          9,295      100,000   100,000    100,000    3,744      4,795      6,163    3,095      4,146       5,515
   9         10,733      100,000   100,000    100,000    4,318      5,681      7,519    3,948      5,310       7,148
  10         12,243      100,000   100,000    100,000    4,869      6,591      9,000    4,869      6,591       9,000
  11         13,828      100,000   100,000    100,000    5,424      7,555     10,649    5,424      7,555      10,649
  12         15,493      100,000   100,000    100,000    5,953      8,544     12,452    5,953      8,544      12,452
  13         17,241      100,000   100,000    100,000    6,455      9,558     14,423    6,455      9,558      14,423
  14         19,076      100,000   100,000    100,000    6,928     10,597     16,579    6,928     10,597      16,579
  15         21,003      100,000   100,000    100,000    7,372     11,659     18,939    7,372     11,659      18,939
  16         23,027      100,000   100,000    100,000    7,782     12,743     21,521    7,782     12,743      21,521
  17         25,152      100,000   100,000    100,000    8,159     13,850     24,350    8,159     13,850      24,350
  18         27,383      100,000   100,000    100,000    8,498     14,976     27,458    8,498     14,976      27,458
  19         29,725      100,000   100,000    100,000    8,797     16,120     30,893    8,797     16,120      30,893
  20         32,185      100,000   100,000    100,000    9,054     17,282     34,691    9,054     17,282      34,691
  25         46,455      100,000   100,000    120,966    9,435     23,121     60,535    9,435     23,121      60,535
  30         64,668      100,000   100,000    179,390    8,686     29,605    102,761    8,686     29,605     102,761
  35         87,913      100,000   100,000    264,388    5,947     36,568    170,827    5,947     36,568     170,827
  40        117,580           **   100,000    389,593       **     43,365    279,418       **     43,365     279,418
  45        155,444           **   100,000    579,746       **     49,522    452,396       **     49,522     452,396


- ---------
*  The illustrations assume that Planned Premiums are equal to the Target
   Premium and 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.


                                       30


FLEXIBLE PREMIUM VARIABLE LIFE
$100,000 TOTAL SUM INSURED AT ISSUE

MALE, ISSUE AGE 35, STANDARD NONSMOKER UNDERWRITING RISK CLASS

OPTION A DEATH BENEFIT
CASH VALUE ACCUMULATION TEST
PLANNED PREMIUM:  $  927*
USING MAXIMUM CHARGES



                                 Death Benefit                  Account Value                 Surrender Value
                         -----------------------------  -----------------------------  -----------------------------
            Premiums      Assuming Hypothetical Gross    Assuming Hypothetical Gross    Assuming Hypothetical Gross
End of    Accumulated    Annual Investment Return of:   Annual Investment Return of:   Annual Investment Return of:
Policy   At 5% Interest  -----------------------------  -----------------------------  -----------------------------
 Year       Per Year     0% Gross  6% Gross  12% Gross  0% Gross  6% Gross  12% Gross  0% Gross  6% Gross   12% Gross
- ------   --------------  --------  --------  ---------  --------  --------  ---------  --------  --------  -----------
                                                                             
   1            973      100,000   100,000    100,000      165        194        223        0          0           0
   2          1,995      100,000   100,000    100,000      558        634        714        0          0           0
   3          3,068      100,000   100,000    100,000      935      1,083      1,245        8        156         318
   4          4,195      100,000   100,000    100,000    1,294      1,540      1,819      414        659         939
   5          5,378      100,000   100,000    100,000    1,778      2,152      2,591      898      1,271       1,711
   6          6,621      100,000   100,000    100,000    2,250      2,785      3,438    1,369      1,905       2,558
   7          7,925      100,000   100,000    100,000    2,698      3,430      4,356    1,864      2,595       3,522
   8          9,295      100,000   100,000    100,000    3,122      4,086      5,352    2,474      3,437       4,703
   9         10,733      100,000   100,000    100,000    3,522      4,753      6,433    3,151      4,382       6,062
  10         12,243      100,000   100,000    100,000    3,896      5,429      7,606    3,896      5,429       7,606
  11         13,828      100,000   100,000    100,000    4,241      6,113      8,879    4,241      6,113       8,879
  12         15,493      100,000   100,000    100,000    4,556      6,803     10,261    4,556      6,803      10,261
  13         17,241      100,000   100,000    100,000    4,841      7,499     11,764    4,841      7,499      11,764
  14         19,076      100,000   100,000    100,000    5,093      8,197     13,398    5,093      8,197      13,398
  15         21,003      100,000   100,000    100,000    5,309      8,896     15,174    5,309      8,896      15,174
  16         23,027      100,000   100,000    100,000    5,487      9,594     17,107    5,487      9,594      17,107
  17         25,152      100,000   100,000    100,000    5,623     10,285     19,212    5,623     10,285      19,212
  18         27,383      100,000   100,000    100,000    5,710     10,963     21,501    5,710     10,963      21,501
  19         29,725      100,000   100,000    100,000    5,742     11,623     23,992    5,742     11,623      23,992
  20         32,185      100,000   100,000    100,000    5,712     12,256     26,707    5,712     12,256      26,707
  25         46,455      100,000   100,000    100,000    4,407     14,766     44,765    4,407     14,766      44,765
  30         64,668      100,000   100,000    128,552      209     15,094     73,639      209     15,094      73,639
  35         87,913            0   100,000    180,922        0     10,242    116,897        0     10,242     116,897
  40        117,580            0         0    250,963        0          0    179,992        0          0     179,992
  45        155,444            0         0    345,222        0          0    269,389        0          0     269,389


- ---------
*  The illustrations assume that Planned Premiums are equal to the Target
   Premium and 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.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME.
IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.


                                       31


                            ADDITIONAL INFORMATION

  This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 4 through 24.

CONTENTS OF THIS SECTION                                       BEGINNING ON PAGE
- ------------------------                                       -----------------

Description of us.............................................        33
How we support the policy and investment options..............        33
Procedures for issuance of a policy...........................        34
Basic Sum Insured vs. Additional Sum Insured..................        35
Commencement of investment performance........................        35
How we process certain policy transactions....................        36
Effects of policy loans.......................................        37
Additional information about how certain policy charges work..        38
How we market the policies....................................        39
Tax considerations............................................        40
Reports that you will receive.................................        42
Voting privileges that you will have..........................        42
Changes that we can make as to your policy....................        43
Adjustments we make to death benefits.........................        43
When we pay policy proceeds...................................        43
Other details about exercising rights and paying benefits.....        44
Legal matters.................................................        44
Registration statement filed with the SEC.....................        44
Accounting and actuarial experts..............................        44
Financial statements of JHVLICO and the Account...............        45
List of our Directors and Executive Officers of JHVLICO.......        46

                                       32


DESCRIPTION OF US

  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 Life Insurance Company ("John
Hancock"), a Massachusetts stock life insurance company.  On February 1, 2000,
John Hancock Mutual Life Insurance Company (which was chartered in Massachusetts
in 1862) converted to a stock company by "demutualizing" and changed its name to
John Hancock Life Insurance Company. As part of the demutualization process,
John Hancock became a subsidiary of John Hancock Financial Services, Inc., a
newly formed publicly-traded corporation. John Hancock's home office is at John
Hancock Place, Boston, Massachusetts 02117. As of December 31, 1999, John
Hancock's assets were approximately $71 billion and it had invested
approximately $575 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 U

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

  The Account's assets are our property. 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 one of
the Trusts. New subaccounts may be added as new funds are added to the Trusts
and made available to policy owners. Existing subaccounts may be deleted if
existing funds are deleted from the Trusts.

  We will purchase and redeem Trust shares for the Account at their net asset
value without any sales or redemption charges. Shares of a 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


                                       33


fund's net asset value per share determined for that same date. A "business day"
is any date on which the New York Stock Exchange is open for trading. We compute
policy values for each business day as of the close of that day (usually 4:00
p.m. Eastern Standard Time).

Our general account

  Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other separate accounts that we may establish.
Subject to applicable law, we have sole discretion over the investment of assets
of the general account and policy owners do not share in the investment
experience of, or have any preferential claim on, those assets. Instead, we
guarantee that the account value allocated to the fixed investment option will
accrue interest daily at an effective annual rate of at least 4% without 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 Basic Sum Insured at issue
of $100,000. At the time of issue, the insured person must have an attained age
of no more than 85. 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 Basic Sum Insured and the Additional 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 35).

  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.

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

                                       34



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 (if it is used to preserve 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.

  For the same amount of premiums paid, the amount of the issue charge deducted
from account value and the amount of compensation paid to the selling insurance
agent will generally 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
after the 5th policy year. 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) after the 5th policy year, 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 issue 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 after the 5th policy year, 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 40).

 COMMENCEMENT OF INVESTMENT PERFORMANCE

  Any premium payment processed prior to the twentieth day after the policy's
date of issue will

                                       35



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 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.

  (4) 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.

Dollar cost averaging

   Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.
However, the amount transferred to any one investment option must be at least
$100.

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

  Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have at

                                       36



least $2,500 of your account value in the Money Market investment option, or
until we receive written notice from you of cancellation of the option or notice
of the death of the insured person. The dollar cost averaging and rebalancing
options cannot be in effect at the same time. We reserve the right to modify,
terminate or suspend the dollar cost averaging program at any time.

Asset Rebalancing

  This option can be elected in the application or by sending the appropriate
form to our Life Servicing Office. You must specify the frequency for
rebalancing (quarterly, semi-annually or annually), the preset percentage for
each variable investment option and a future beginning date. The first
rebalancing will occur on the monthly deduction date that occurs on or next
follows the beginning date you select.

  Once elected, rebalancing will continue until we receive notice of
cancellation of the option or notice of the death of the insured person. If you
cancel rebalancing, you will have to wait 30 days before you can start it again.

  The fixed investment option does not participate in and is not affected by
rebalancing.The rebalancing and dollar cost averaging options cannot be in
effect at the same time. We reserve the right to modify, terminate or suspend
the rebalancing program at any time.

Telephone transfers and policy loans

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

  If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

Effective date of other policy transactions

  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 of death benefit Option from B to A is effective on the policy
anniversary on or next following the date we receive the request.

  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

  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

                                       37



from the amount otherwise payable when the policy proceeds become payable.

  Whenever the outstanding loan equals or exceeds the surrender 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. Also, taking out a
loan on the policy increases the risk that the policy may lapse because of the
difference between the interest rate charged on the loan and the interest rate
credited to the special loan account.  Policy loans may also result in adverse
tax consequences under certain circumstances (see "Tax considerations" beginning
on page 40).

 ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

  The sales charges (i.e., the premium sales charge and the CDSC) help to
compensate us for the cost of selling our policies. (See "What charges will we
deduct from your 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 39.) Similarly, administrative
expenses not fully covered by the issue charge and the administrative charge may
also be recovered from such other sources.

Effect of premium payment pattern

  You may structure the timing of premium payments to minimize the sales
charges, although doing so involves certain risks. Paying less premium in the
first 5 policy years and more in later years could reduce your total sales
charges. For example, if the Target premium was $2,000 and you paid $1,500 in
each of the first 10 policy years, you would pay total sales charges of $525 and
be subject to a maximum CDSC of $1,500. If you paid $1,000 in each of the first
5 policy years and $2,000 in each of policy years 6 through 10, you would pay
total sales charges of only $500 and be subject to a maximum CDSC of only
$1,000. However, delaying the payment of premiums to later policy years could
increase the risk that the guaranteed death benefit feature will not be in
effect and the surrender value will be insufficient to pay policy charges. As a
result, the policy or any Additional Sum Insured may lapse and eventually
terminate.

Monthly charges

  Unless we agree otherwise, we will 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

                                       38



follows: the nature of any 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 any 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

  John Hancock Funds, Inc. ("JHFI")  and Signator Investors, Inc.("Signator")
act as principal distributors of the policies sold through this prospectus.
 JHFI and Signator are each registered as a broker-dealer under the Securities
Exchange Act of 1934, and each is a member of the National Association of
Securities Dealers, Inc.  JHFI's address is 101 Huntington Avenue, Boston,
Massachusetts 02199.  Signator's address is 200 Clarendon Street, John Hancock
Place, Boston, Massachusetts 02117.  JHFI and Signator are subsidiaries of John
Hancock.

  You can purchase a policy through representatives of broker-dealers and
certain financial institutions who have entered into selling agreements with
JHFI and us, or with Signator and us.  We pay compensation to these
broker-dealers for promoting, marketing and selling our products through their
representatives who are authorized by applicable law to sell variable life
insurance policies.  In turn, the broker-dealers pay a portion of the
compensation to these representatives, under their own arrangements.  The most
common schedule of gross commissions (inclusive of any expense allowance
payments paid to such broker-dealers and financial institutions) is as follows:

 . 80% of first year premiums paid up to the Target Premium plus 3% of any
  excess premium payments,

 .  3% of total premiums paid in policy years 2 through 5, and

 . 0.15% of account value less loans in policy years 2 and thereafter.

  In some situations where the broker dealer provides some or all of the
marketing services required, we may pay an additional gross first year
commission of up to 20% of premiums paid up to the Target Premium. In such
instances, we may also pay an additional gross renewal commission. The
additional gross renewal commission would not be expected to exceed 0.10% of
account value less loans in policy years 2 and thereafter. For limited periods
of time, we may pay additional compensation to broker-dealers as part of special
sales promotions.

  Signator also pays its branch office principals, who are also independent
general agents of ours,  for sales of the policies to Signator customers.  In
turn, the branch office principals pay a portion of their compensation to their
assigned marketing representatives, under their own arrangments. The most common
schedule of gross commission (inclusive of overrides and expense allowance
payments paid to such branch office principals) is as follows:

 . [50%] of the Target Premium paid in the first policy year, [6%] of the
  Target Premium paid in the second through fourth policy years, and [3%] of
  the Target Premium paid in each policy year thereafter, and

 . [3%] on any premium paid in any policy year in excess of the Target
  Premium. Representatives who meet certain productivity and persistency
  standards may be eligible for additional compensation.

  From time to time, JHFI and Signator, at their expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of the policies.  Such

                                       39



compensation may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered
representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding the policies,
and/or other financial services firms-sponsored events or activities.

   We offer these contracts on a continuous basis, but neither JHFI nor Signator
is obligated to sell any particular amount of policies.  JHFI and Signator also
serve as principal underwriters for John Hancock Variable Annuity Accounts U, I
and V, John Hancock Mutual Variable Life Insurance Account UV and John Hancock
Variable Life Accounts V and S, all of which are registered under the 1940 Act.
Signator is also the principal underwriter for the John Hancock Variable Series
Trust I, and JHFI is the principal underwriter for the John Hancock Declaration
Funds.

  We reimburse JHFI and Signator for certain direct and indirect expenses
actually incurred in connection with the marketing of these contracts.  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.  Officers and employees of John Hancock and
JHVLICO are covered by a blanket bond by a commercial carrier in the amount of
$25 million.

 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 proceeds under the policy will be excludable from the
beneficiary's gross income under the Code. In addition, if you have elected the
Long-Term Care Acceleration Rider, the rider's benefits generally will be
excludable from gross income under the Code.  The tax-free nature of these
accelerated benefits is contingent on the rider meeting specific requirements
under Sections 101 and/or Section 7702B of the Code. We have designed the rider
to meet these standards.

  Other policy distributions

  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. 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).

  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. If you have elected the Long--

                                       40



Term Care Acceleration Rider, as described beginning on page 19, you may be
deemed to have received a distribution for tax purposes each time a deduction is
made from your policy's account value to pay the rider charge.

  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, if the policy terminates for any
reason, the amount of any outstanding loan that was not previously considered
income will be treated as if it had been distributed to the owner upon such
termination. This could result in a considerable tax bill. Under certain
circumstances involving large amounts of outstanding loans, you might find
yourself having to choose between high premiums requirements to keep your policy
from lapsing and a significant tax burden if you allow the lapse to occur.

  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 any of the funds 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 endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 591/2.

  Furthermore, any time there is a "material change" in a policy (such as an
increase in the Additional Sum Insured, the addition of certain other policy
benefits after issue, a change in death benefit

                                       41



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 Trusts, 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 Trusts. We will vote the shares of each of the
funds of a 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 a Trust's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
or Board of Directors of a 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.

                                       42



  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 WE CAN MAKE AS TO YOUR POLICY

Changes relating to a 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 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

                                       43



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 (1) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (2) 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 (3) 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.

 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

                                       44



their authority as experts in accounting and auditing. Actuarial matters
included in this prospectus have been examined by Todd G. Engelsen, F.S.A., Vice
President and 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.



                                       45



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


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

                                       46



                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                               THIRD QUARTER 2000



                                       47



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                        STATEMENTS OF FINANCIAL POSITION




                                                           (UNAUDITED)
                                                    SEPTEMBER 30   DECEMBER 31
                                                        2000          1999
                                                    ------------   -----------
                                                          (IN MILLIONS)
                                                            
ASSETS
 Bonds...........................................    $ 1,378.1     $ 1,216.3
 Preferred stocks................................         40.9          35.9
 Common stocks...................................          1.9           3.2
 Investment in affiliates........................         81.5          80.7
 Mortgage loans on real estate...................        478.2         433.1
 Real estate.....................................         24.7          25.0
 Policy loans....................................        205.3         172.1
 Cash Items:
  Cash in banks..................................          7.7          27.2
  Temporary cash investments.....................        242.6         222.9
                                                     ---------     ---------
                                                         250.3         250.1
 Premiums due and deferred.......................         33.4          29.9
 Investment income due and accrued...............         45.6          33.2
 Other general account assets....................         27.9          65.3
 Assets held in separate accounts................      8,618.1       8,268.2
                                                     ---------     ---------
   TOTAL ASSETS..................................    $11,185.9     $10,613.0
                                                     =========     =========

OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
 Policy reserves.................................    $ 2,116.9     $ 1,866.6
 Federal income and other taxes payable..........         29.8          67.3
 Other general account obligations...............        209.8         219.0
 Transfers from separate account, net............       (232.7)       (221.6)
 Asset valuation reserve.........................         22.4          23.1
 Obligations related to separate accounts........      8,611.2       8,261.6
                                                     ---------     ---------
   TOTAL OBLIGATIONS.............................     10,757.4      10,216.0

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.................................        572.4         572.4
 Unassigned deficit..............................       (146.4)       (177.9)
                                                     ---------     ---------
   TOTAL STOCKHOLDER'S EQUITY....................        428.5         397.0
                                                     ---------     ---------
   TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY....    $11,185.9     $10,613.0
                                                     =========     =========



See condensed notes to the financial statements (unaudited).

                                       48



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT



                                                                                            (UNAUDITED)
                                                                             THREE MONTHS ENDED     NINE MONTHS ENDED
                                                                                SEPTEMBER 30          SEPTEMBER 30
                                                                             ------------------     -----------------
                                                                               2000       1999       2000        1999
                                                                               ----       ----       ----        ----
                                                                                           (IN MILLIONS)
                                                                                                
INCOME
 Premiums...............................................................   $ 217.9    $ 236.9    $  704.9    $  689.1
 Net investment income..................................................      45.1       35.0       128.1        99.4
 Other, net.............................................................     124.9      162.9       367.4       424.8
                                                                           -------    -------    --------    --------
                                                                             387.9      434.8     1,200.4     1,213.3
BENEFITS AND EXPENSES
 Payments to policyholders and beneficiaries............................      86.1       91.5       268.5       265.9
 Additions to reserves to provide for future payments to policyholders
  and beneficiaries.....................................................     189.3      223.0       619.0       659.8
 Expenses of providing service to policyholders and obtaining new
  insurance.............................................................      85.1       71.8       239.0       225.3
 State and miscellaneous taxes..........................................       3.2        5.0        16.5        15.9
                                                                           -------    -------    --------    --------
                                                                             363.7      391.3     1,143.0     1,166.9
                                                                           -------    -------    --------    --------
   GAIN FROM OPERATIONS BEFORE FEDERAL INCOME TAXES
    AND NET REALIZED CAPITAL GAINS (LOSSES).............................      24.2       43.5        57.4        46.4
Federal income taxes....................................................       2.8       20.8        19.7        20.4
                                                                           -------    -------    --------    --------
   GAIN FROM OPERATIONS BEFORE NET REALIZED
    CAPITAL GAINS (LOSSES)..............................................      21.4       22.7        37.7        26.0
Net realized capital gains (losses).....................................      (1.0)       1.4        (0.5)        0.4
                                                                           -------    -------    --------    --------
   NET INCOME...........................................................      20.4       24.1        37.2        26.4

Unassigned deficit at beginning of period...............................    (163.4)     (52.2)     (177.9)      (49.2)
Net unrealized capital gains (losses) and other adjustments.............      (3.2)      (0.4)       (5.2)       (3.5)
Provision for litigation reserve........................................       0.0     (194.9)        0.0      (194.9)
Other reserves and adjustments..........................................      (0.2)      (1.0)       (0.5)       (3.2)
                                                                           -------    -------    --------    --------
   UNASSIGNED DEFICIT AT END OF PERIOD..................................   $(146.4)   $(224.4)   $ (146.4)   $ (224.4)
                                                                           -------    -------    --------    --------



See condensed notes to the financial statements (unaudited).

                                       49



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF CASH FLOWS



                                                                                                   (UNAUDITED)
                                                                                                NINE  MONTHS ENDED
                                                                                                   SEPTEMBER 30
                                                                                                ------------------
                                                                                                  2000        1999
                                                                                                  ----        ----
                                                                                                   (IN MILLIONS)
                                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
 Insurance premiums........................................................................     $ 709.2     $ 691.1
 Net investment income.....................................................................       115.4        92.1
 Benefits to policyholders and beneficiaries...............................................      (249.3)     (358.0)
 Dividends paid to policyholders...........................................................       (19.5)      (19.0)
 Insurance expenses and taxes..............................................................      (264.8)     (268.1)
 Net transfers to separate accounts........................................................      (379.5)     (519.4)
 Other, net................................................................................       317.4       386.7
                                                                                                -------     -------
   NET CASH PROVIDED FROM OPERATIONS.......................................................       228.9         5.4
                                                                                                -------     -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
 Bond purchases............................................................................      (386.2)     (194.8)
 Bond sales................................................................................       140.4        61.2
 Bond maturities and scheduled redemptions.................................................        56.7        57.5
 Bond prepayments..........................................................................        23.8        16.6
 Stock purchases...........................................................................        (5.9)       (1.2)
 Proceeds from stock sales.................................................................         1.4         3.6
 Real estate purchases.....................................................................        (0.3)       (1.9)
 Real estate sales.........................................................................         0.1        17.8
 Other invested assets purchases...........................................................        (3.6)       (4.5)
 Proceeds from the sale of other invested assets...........................................         0.9         0.0
 Mortgage loans issued.....................................................................       (71.7)      (48.0)
 Mortgage loan repayments..................................................................        26.1        19.6
 Other, net................................................................................       (10.4)       13.3
                                                                                                -------     -------
   NET CASH USED IN INVESTING ACTIVITIES...................................................      (228.7)      (60.8)
                                                                                                -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Capital contribution......................................................................         0.0       170.4
 Net increase (decrease) in short-term note payable........................................         0.0       (62.1)
                                                                                                -------     -------
   NET CASH PROVIDED FROM FINANCING ACTIVITIES.............................................         0.0       108.3
                                                                                                -------     -------
   INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS..............................         0.2        52.9
Cash and temporary cash investments at beginning of year...................................       250.1        19.9
                                                                                                -------     -------
   CASH AND TEMPORARY CASH INVESTMENTS AT THE END OF PERIOD................................     $ 250.3     $  72.8
                                                                                                =======     =======



See condensed notes to the financial statements (unaudited).

                                       50



                  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, 1999 (UNAUDITED)
Balance at January 1, 1999.........................................   $2.5     $377.5      $ (49.2)      $ 330.8
1999 TRANSACTIONS:
 Capital contribution..............................................             170.4                      170.4
 Net income........................................................                           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
                                                                      ====     ======      =======       =======
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)
Balance at January 1, 2000.........................................   $2.5     $572.4      $(177.9)      $ 397.0
2000 TRANSACTIONS:
 Capital contribution
 Net income........................................................                           37.2          37.2
 Net unrealized capital gains and other adjustments................                           (5.2)         (5.2)
 Provision for litigation reserve..................................                            0.0           0.0
 Other reserves and adjustments....................................                           (0.5)         (0.5)
                                                                      ----     ------      -------       -------
Balance at September 30, 2000......................................   $2.5     $572.4      $(146.4)      $ 428.5
                                                                      ====     ======      =======       =======



See condensed notes to the financial statements (unaudited).

                                       51



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                    CONDENSED NOTES TO FINANCIAL STATEMENTS

                                  (UNAUDITED)

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 (NAIC), 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 ending September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000.


                                       52



               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, 1999
and 1998, 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 auditing standards generally
accepted in the United States.  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 accounting principles generally accepted in the United
States. The variances between such practices and accounting principles generally
accepted in the United States 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 accounting principles generally accepted in the
United States, the financial position of John Hancock Variable Life Insurance
Company at December 31, 1999 and 1998, or the results of its operations or its
cash flows for the years then ended.

  However, 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, 1999 and 1998, 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
March 10, 2000

                                       53



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION



                                                                                           DECEMBER 31,
                                                                                      ----------------------
                                                                                         1999        1998
                                                                                      ----------  ----------
                                                                                          (IN MILLIONS)
                                                                                           
ASSETS
Bonds--Note 6......................................................................   $  1,216.3  $  1,185.8
Preferred stocks...................................................................         35.9        36.5
Common stocks......................................................................          3.2         3.1
Investment in affiliates...........................................................         80.7        81.7
Mortgage loans on real estate--Note 6..............................................        433.1       388.1
Real estate........................................................................         25.0        41.0
Policy loans.......................................................................        172.1       137.7
Cash items:
  Cash in banks....................................................................         27.2        11.4
  Temporary cash investments.......................................................        222.9         8.5
                                                                                      ----------  ----------
                                                                                           250.1        19.9

Premiums due and deferred..........................................................         29.9        32.7
Investment income due and accrued..................................................         33.2        29.8
Other general account assets.......................................................         65.3        47.5
Assets held in separate accounts...................................................      8,268.2     6,595.2
                                                                                      ----------  ----------

            Total assets...........................................................   $ 10,613.0  $  8,599.0
                                                                                      ==========  ==========

OBLIGATIONS AND STOCKHOLDER'S EQUITY
Obligations
  Policy reserves..................................................................   $  1,866.6  $  1,652.0
  Federal income and other taxes payable--Note 1...................................         67.3        44.3
  Other general account obligations................................................        219.0       150.9
  Transfers from separate accounts, net............................................       (221.6)     (190.3)
  Asset valuation reserve--Note 1..................................................         23.1        21.9
  Obligations related to separate accounts.........................................      8,261.6     6,589.4
                                                                                      ----------  ----------
            Total obligations......................................................     10,216.0     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..................................................................        572.4       377.5
  Unassigned deficit--Note 10......................................................       (177.9)      (49.2)
                                                                                      ----------  ----------
  Total stockholder's equity.......................................................        397.0       330.8
                                                                                      ----------  ----------

            Total obligations and stockholder's equity.............................   $ 10,613.0  $  8,599.0
                                                                                      ==========  ==========



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

                                       54


         JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

        STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT



                                                                            YEAR ENDED DECEMBER 31,
                                                                         1999                    1998
                                                                      ----------              ----------
                                                                                 (IN MILLIONS)
                                                                                         
INCOME
Premiums....................................................          $    950.8              $  1,272.3
Net investment income--Note 3...............................               136.0                   122.8
Other, net..................................................               605.4                   618.1
                                                                      ----------              ----------
                                                                         1,692.2                 2,013.2

BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries.................               349.9                   301.4
Additions to reserves to provide for future payments to
   policyholders and beneficiaries..........................               888.8                 1,360.2
Expenses of providing service to policyholders and
 obtaining new insurance--Note 5............................               314.4                   274.2
State and miscellaneous taxes...............................                20.5                    28.1
                                                                      ----------              ----------
                                                                         1,573.6                 1,963.9
                                                                      ----------              ----------
 Gain from operations before federal income
   taxes and net realized capital losses....................               118.6                    49.3
Federal income taxes--Note 1................................                42.9                    33.1
                                                                      ----------              ----------
 Gain from operations before net realized capital losses                    75.7                    16.2
Net realized capital losses--Note 4.........................                (1.7)                   (0.6)
                                                                      ----------              ----------
  Net income................................................                74.0                    15.6

Unassigned deficit at beginning of year.....................               (49.2)                  (58.3)
Net unrealized capital losses and other adjustments--Note 4                 (3.8)                   (6.0)
Other reserves and adjustments--Note 10.....................              (198.9)                   (0.5)
                                                                      ----------              ----------

    Unassigned deficit at end of year.......................          $   (177.9)             $    (49.2)
                                                                      ==========              ==========


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

                                       55



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                    STATUTORY-BASIS STATEMENTS OF CASH FLOWS


                                                      YEAR ENDED DECEMBER 31,
                                                     -------------------------
                                                        1999           1998
                                                       -------       --------
                                                           (IN MILLIONS)

Cash flows from operating activities:
   Insurance premiums............................      $ 958.5       $1,275.3
   Net investment income.........................        134.2          118.2
   Benefits to policyholders and beneficiaries...       (321.6)        (275.5)
Dividends paid to policyholders..................        (25.6)         (22.3)
Insurance expenses and taxes.....................       (344.8)        (296.9)
Net transfers to separate accounts...............       (705.3)        (874.4)
   Other, net....................................        540.6          551.3
                                                       -------       --------
          Net cash provided from operations......        236.0          475.7
                                                       -------       --------

Cash flows used in investing activities:
   Bond purchases................................       (240.7)        (618.8)
   Bond sales....................................        108.3          340.7
   Bond maturities and scheduled redemptions.....         78.4          111.8
   Bond prepayments..............................         18.7           76.5
   Stock purchases...............................         (3.9)         (23.4)
   Proceeds from stock sales.....................          3.6            1.9
   Real estate purchases.........................         (2.2)          (4.2)
   Real estate sales.............................         17.8            2.1
   Other invested assets purchases...............         (4.5)           0.0
   Mortgage loans issued.........................        (70.7)        (145.5)
   Mortgage loan repayments......................         25.3           33.2
   Other, net....................................        (68.9)        (435.2)
                                                       -------       --------
          Net cash used in investing activities..       (138.8)        (660.9)
                                                       -------       --------

Cash flows from financing activities:
   Capital contribution..........................        194.9
   Net (decrease) increase in short-term note
     payable.....................................        (61.9)          61.9
                                                       -------       --------
          Net cash provided from financing
           activities............................        133.0           61.9
                                                       -------       --------
          Increase (decrease) in cash and
           temporary cash investments............        230.2         (123.3)

Cash and temporary cash investments at beginning
 of year.........................................         19.9          143.2
                                                       -------       --------
          Cash and temporary cash investments at
           end of year...........................      $ 250.1       $   19.9
                                                       =======       ========



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



                                       56



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                 NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

   John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Life Insurance Company (formerly 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, Signator Insurance Agency, which includes a career agency
system composed of Company-supported independent general agencies and a direct
brokerage system that markets directly to external independent brokers. 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 in
relation to future estimated gross profits; (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 codified statutory accounting principles
("Codification") effective January 1, 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 Commonwealth of Massachusetts must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Division


                                       57



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

of Insurance. At this time, it is anticipated that the Commonwealth of
Massachusetts will adopt Codification effective January 1, 2001. 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.

 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 $1.9 million in 1999 and $3.0 million in
 1998.

  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.

                                       58



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

 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, 1999, the IMR, net of 1999 amortization of $2.3 million, amounted to $7.4
million, which is included in policy reserves. The corresponding 1998 amounts
were $2.4 million and $10.7 million, respectively.

 Goodwill

  The excess of cost over the statutory book value of the net assets of life
insurance business acquired was $8.9 million and $11.4 million at December 31,
1999 and 1998, respectively, and generally is amortized over a ten-year period
using a straight-line method.

 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

                                       59



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

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 loan 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 engaged 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, 1999.

 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.

 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 1999.

 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

                                       60



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

taxes of the Company are allocated on a separate return basis with certain
adjustments. The Company made federal income tax payments of $10.6 million in
1999 and $38.2 million in 1998.

  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. No such refinements were made during 1999 or 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.

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 the
final contingent payment to CPAL of $1.5 million during 1998.



                                       61



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)


  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 Insurance Company (IPL) on March 5, 1998. IPL manages the business assumed
from Charter and began marketing term life and variable universal life products
through brokers in 1999. Summarized financial information for IPL for 1999 and
1998 is as follows:


                                                           1999          1998
                                                          -------       -------
                                                              (IN MILLIONS)


Total assets................................              $ 570.7       $ 587.8
Total liabilities...........................                498.9         517.5
Total revenue...............................                 35.6          38.8
Net income..................................                  3.5           3.8


3. NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:


                                                           1999          1998
                                                          -------       -------
                                                              (IN MILLIONS)

Investment expenses..............................          $  9.5        $  8.3
Interest expense.................................             1.7           2.4
Depreciation expense.............................             0.6           0.8
Investment taxes.................................             0.3           0.7
                                                          -------       -------

                                                           $ 12.1        $ 12.2
                                                          =======       =======



                                       62



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

4. NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

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


                                                      1999         1998
                                                     ------       ------
                                                        (IN MILLIONS)

Net gains from asset sales.......................    $ (2.8)      $  7.6
Capital gains tax................................       0.2         (2.9)
Net capital gains transferred to IMR.............       0.9         (5.3)
                                                     ------       ------

Net realized capital losses......................    $ (1.7)      $ (0.6)
                                                     ======       ======




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


                                                      1999         1998
                                                     ------       ------
                                                        (IN MILLIONS)

Net losses from changes in security values and book
     value adjustments.............................  $ (2.6)      $ (2.7)
Increase in asset valuation reserve................    (1.2)        (3.3)
                                                     ------       ------
Net unrealized capital losses and other
 adjustments.......................................  $ (3.8)      $ (6.0)
                                                     ======       ======


                                       63


                 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

          NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(continued)

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 1999 and 1998 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $188.3 million and $157.5 million in 1999 and 1998, 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 $0.2 million
and $0.7 million in 1999 and 1998, 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 1999 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, John Hancock transferred $44.5 million and $4.9 million of
cash for tax, commission, and expense allowances to the Company, which increased
the Company's net gain from operations by $20.6 million and $22.2 million in
1999 and 1998, respectively.

     Effective January 1, 1996, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of the 1995 inforce block and 50% of
1996 and all future issue years of certain variable annuity contracts
(Independence Preferred, Declaration, Independence 2000, MarketPlace, and
Revolution). In connection with this agreement, the Company received a net cash
payment of $40.0 million and $12.7 million in 1999 and 1998, respectively, for
surrender benefits, tax, reserve increase, commission, expense allowances and
premium, This agreement increased the Company's net gain from operations by
$26.9 million and $8.4 million in 1999 and 1998, 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 1999 and 1998 for all policies that are not reinsured under
any other indemnity agreement. In connection with the agreement, John Hancock
received $0.8 million and 1.0 million in 1999 and 1998, respectively, for
mortality claims to the Company. This agreement decreased the Company's net gain
from operations in both 1999 and 1998 by $0.5 million.

     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 was
part of a revolving line of credit and was repaid in 1999. Interest paid in 1999
and 1998 was $1.7 million and $2.9 million, respectively. The note is included
in other general account obligations at December 31, 1998.


                                      64




                 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

          NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(continued)

6.  Investments

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



                                                                        Gross Unrealized     Gross Unrealized
                                                       Statement Value        Gains                Losses         Fair Value
                                                       --------------- ------------------  --------------------   ----------
                                                                                   (In Millions)
                                                                                                      
December 31, 1999
U.S. Treasury securities and obligations of U.S.
  government corporations and agencies..............   $    5.9             $ 0.0                 $  0.1          $    5.8
Obligations of states and political subdivisions....        2.2               0.1                    0.1               2.2
Debit securities issued by foreign governments......       13.9               0.8                    0.1              14.6
Corporate securities................................      964.4              13.0                   59.4             918.5
Mortgage-backed securities..........................      299.4               0.5                    7.8             222.1
                                                       --------             -----                 ------          --------

Total bonds.........................................   $1,216.3             $14.4                 $ 67.5          $1,163.2
                                                       ========             =====                 ======          ========

December 31, 1998
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
                                                       ========             =====                 ======          ========




                                      65


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

  The statement value and fair value of bonds at December 31, 1999, 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 ..........................   $   58.5            58.2
Due after one year through five years ............      286.8           282.0
Due after five years through ten years ...........      425.4           405.6
Due after ten years ..............................      216.2           195.3
                                                     --------       ---------
                                                        986.9           941.1

Mortgage-backed securities .......................      229.4           222.1
                                                     --------        --------

                                                     $1,216.3        $1,163.2
                                                     ========        ========



  Gross gains of $0.3 million in 1999 and $3.4 million in 1998 and gross losses
of $4.0 million in 1999 and $0.7 million in 1998 were realized from the sale of
bonds.

  At December 31, 1999, bonds with an admitted asset value of $9.1 million were
on deposit with state insurance departments to satisfy regulatory requirements.

  The cost of common stocks was $3.1 million and $2.1 million at December 31,
1999 and 1998, respectively.  At December 31, 1999, gross unrealized
appreciation on common stocks totaled $1.2 million, and gross unrealized
depreciation totaled $1.1 million. The fair value of preferred stock totaled
$35.9 million at December 31, 1999 and $36.5 million at December 31, 1998.

  Bonds with amortized cost of $0.4 million were non-income  producing for the
twelve months ended December 31, 1999.

  At December 31, 1999, 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.

                                      66


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

                               STATEMENT                         STATEMENT
                                 VALUE         GEOGRAPHIC          VALUE
     PROPERTY TYPE           (IN MILLIONS)    CONCENTRATION    (IN MILLIONS)


Apartments ..............       $112.1      East North Central   $  71.3
Hotels ..................         11.3      East South Central       7.4
Industrial ..............         66.0      Middle Atlantic         28.5
Office buildings ........         86.4      Mountain                21.0
Retail ..................         25.5      New England             37.5
Agricultural ............         99.6      Pacific                111.1
Other ...................         32.2      South Atlantic          87.6
                                            West North Central      16.6
                                            West South Central      48.6
                                            Other                    3.5
                                ------                           -------

                                $433.1                           $ 433.1
                                ======                           =======

  At December 31, 1999, the fair values of the commercial and agricultural
mortgage loans portfolios were $323.5 million and $98.2 million, respectively.
The corresponding amounts as of December 31, 1998 were approximately $331.3
million and $70.0 million, respectively.

  The maximum and minimum lending rates for mortgage loans during 1999 were
14.24% and 6.84% for agricultural loans, 7.45% and 7.00% 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.

                                      67


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

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 1999 were $594.9 million, $132.8 million, and $13.6 million,
respectively.  The corresponding amounts in 1998 were $590.2 million, $63.2
million, and $8.2 million, respectively.

  Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders.  The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements.  Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible.  To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the 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 agreement 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, 1999 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.

8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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



                                                                                    ASSETS (LIABILITIES)
                                          NUMBER OF CONTRACTS/         -------------------------------------------------
                                            NOTIONAL AMOUNTS                   1999                      1998
                                                                       CARRYING                  CARRYING
                                           1999            1998         VALUE       FAIR VALUE     VALUE      FAIR VALUE
                                          ------          ------       --------                  --------     ----------
                                                                           (IN MILLIONS)
                                                                                            
Futures contracts to sell securities       362.0           947.0          $0.6        $  0.6       $(0.5)       $ (0.5)
Interest rate swap agreements             $965.0          $365.0            --          11.5          --         (17.7)
Interest rate cap agreements               239.4            89.4           5.6           5.6         3.1           3.1
Currency rate swap agreements               15.8            15.8            --          (1.6)         --          (3.3)


                                      68



                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

  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 2000.  The interest rate swap agreements
expire in 2000 to 2011.  The interest rate cap agreements expire in 2006 to
2008.  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.

9. POLICY RESERVES POLICYHOLDERS' AND BENIFICIARIES' FUNDS AND OBLIGATIONS
   RELATED TO SEPARATE ACCOUNTS

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


                                                 DECEMBER 31, 1999    PERCENT
                                                 -----------------    -------
                                                          (IN MILLIONS)
Subject to discretionary withdrawal (with
adjustment)
With market value adjustment ..................          $3.8            0.1%
At book value less surrender charge ...........          40.5            1.5
At market value ...............................       2,326.6           87.1
                                                    ---------         ------
     Total with adjustment ....................       2,370.9           88.7
Subject to discretionary withdrawal
   at book value (without adjustment) .........         287.1           10.7
Not subject to discretionary
   withdrawal--general account ................          15.4            0.6
                                                    ---------         ------

Total annuity reserves and deposit
   liabilities .................................    $ 2,673.4          100.0%

                                      69


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

10. COMMITMENTS AND CONTINGENCIES

  The Company has extended commitments to purchase long-term bonds and issue
real estate mortgages totaling $15.4 million and $3.5 million, respectively, at
December 31, 1999.  The Company monitors the creditworthiness of borrowers under
long-term bonds 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 $19.4 million at December 31, 1999.  The majority of these commitments
expire in 2000.

  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, 1999.  It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

  During 1997, John Hancock entered into a court-approved settlement relating to
a class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996.  In entering into the settlement, John Hancock
specifically denied any wrongdoing.  During 1999, the Company recorded a $194.9
million reserve, through a direct charge to its unassigned deficit, representing
the Company's share of the settlement and John Hancock contributed $194.9
million of capital to the Company.  The reserve held at December 31, 1999
amounted to $136.5 million and is based on a number of factors, including the
estimated number of claims, the expected type of relief to be sought by class
members (general relief or alternative dispute resolution), the estimated cost
per claim and the estimated costs to administer the claims.

  Given the uncertainties associated with estimating the reserve, it is
reasonably possible that the final cost of the settlement could differ
materially from the amounts presently provided for by the Company.  John Hancock
and the Company will continue to update their estimate of the final cost of the
settlement as claims are processed and more specific information is developed,
particularly as the actual cost of the claims subject to alternative dispute
resolution becomes available.  However, based on information available at this
time, and the uncertainties associated with the final claim processing and
alternative dispute resolution, the range of any additional costs related to the
settlement cannot be reasonably estimated.  If the Company's share of the
settlement increases, John Hancock will contribute additional capital to the
Company so that the Company's total stockholder's equity would not be impacted.

                                      70


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                            DECEMBER 31,
                                    1999                      1998
                             -------------------      ---------------------
                             CARRYING      FAIR       CARRYING        FAIR
                              AMOUNT       VALUE       AMOUNT         VALUE
                             --------     ------      --------        -----
                                            (IN MILLIONS)
ASSETS
   Bonds--Note 6           $1,216.3     $1,163.2     $1,185.8      $1,231.5
   Preferred
     stocks--Note 6            35.9         35.9         36.5          36.5
   Common stocks--Note 6        3.2          3.2          3.1           3.1
   Mortgage loans on real
     estate--Note 6           433.1        421.7        388.1         401.3
   Policy loans--Note 1       172.1        172.1        137.7         137.7
   Cash items--Note 1         250.1        250.1         19.9          19.9


Derivatives assets
 (liabilities) relating
   to: --Note 8
   Futures contracts            0.6        0.6      (0.5)             (0.5)
   Interest rate swaps           --       11.5         --            (17.7)
   Currency rate swaps           --      (1.6)         --             (3.3)
   Interest rate caps           5.6        5.6        3.1               3.1

LIABILITIES
   Commitments--Note 10          --       19.4         --              32.1

  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.

12. SUBSEQUENT EVENTS

REORGANIZATION AND INITIAL PUBLIC OFFERING

  Pursuant to a Plan of Reorganization approved by the policyholders of John
Hancock and the Commonwealth of Massachusetts Division of Insurance, effective
February 1, 2000, John Hancock converted from a mutual life insurance company to
a stock life insurance company (i.e., demutualized) and became a wholly owned
subsidiary of John Hancock Financial Services, Inc., which is a holding company.
In connection with the reorganization, John Hancock changed its name to John
Hancock Life Insurance Company.  In addition, on February 1, 2000, John Hancock
Financial Services, Inc. completed its initial public offering and 102 million
shares of common stock were issued at an initial public offering price of $17
per share.

                                       71


                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENT--(CONTINUED)

13. IMPACT OF YEAR 2000 (UNAUDITED)

  The Company participated in the Year 2000 remediation project of its parent,
John Hancock. By late 1999, John Hancock and the Company completed their Year
2000 readiness plan to address issues that could result from computer programs
written using two digits to define the applicable year rather than four to
define the applicable year and century. As a result, John Hancock and the
Company were prepared for the transition to the Year 2000 and did not experience
any significant Year 2000 problems with respect to mission critical information
technology ("IT") or non-IT systems, applications or infrastructure. During the
date rollover to the year 2000, John Hancock and the Company implemented and
monitored their millennium rollover plan and conducted business as usual on
Monday, January 3, 2000.

  Since January 3, 2000, the information systems, including mission critical
systems, which in the event of a Year 2000 failure would have the greatest
impact on operations, have functioned properly. In addition, neither John
Hancock nor the Company have experienced any significant Year 2000 issues
related to interactions with material business partners. No disruptions have
occurred which impact John Hancock or the Company's ability to process claims,
update customer accounts, process financial transactions, or report accurate
data to management and no business interruptions due to Year 2000 issues have
been experienced. While John Hancock and the Company continue to monitor their
systems, and those of material business partners, closely to ensure that no
unexpected Year 2000 issues develop, neither John Hancock nor the Company have
reason to expect any such issues.

  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, 1999, John Hancock has incurred and
expensed approximately $20.8 million in related payroll costs for internal IT
personnel on the project. The estimated remaining IT personnel costs of the
project are approximately $1.0 million. Through December 31, 1999, John Hancock
has incurred and expensed approximately $47.0 million in external costs for the
project. John Hancock's estimated remaining external cost of the project is
approximately $2.0 million. The total costs of the Year 2000 project to John
Hancock, based on management's best estimates, include approximately $21.7
million in internal IT personnel, $14.6 million in the external modification of
software, $18.3 million for external solution providers, $9.1 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 $72.5 million. John Hancock's total Year 2000 project costs
include the estimated impact of external solution providers based on presently
available information.

                                      72



                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                               THIRD QUARTER 2000

                                      73


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

                               SEPTEMBER 30, 2000




                                         ACTIVE
                                          BOND       INTERNATIONAL
                         LARGE CAP     SUBACCOUNT       EQUITY        SMALL CAP
                           GROWTH       (FORMERLY        INDEX         GROWTH
                         SUBACCOUNT   ACTIVE BOARD)   SUBACCOUNT     SUBACCOUNT
                        ------------  -------------  -------------  -------------
                                                        
ASSETS
Cash  ...............   $         --  $         --    $        --    $        --
Investments in shares
 of portfolios of
 John Hancock
 Variable Series
 Trust I, at value ..    169,201,606   239,694,443     28,083,661     15,567,067
Investments in shares
 of portfolios of M
 Fund Inc., at
 value ..............             --            --             --             --
Policy loans and
 accrued interest
 receivable .........     24,055,883    58,671,334      3,001,563             --
Receivable from:
 John Hancock
 Variable Series
 Trust I ............             --     1,368,970         32,120             --
 M Fund Inc. ........             --            --             --             --
                        ------------  ------------    -----------    -----------
Total assets ........    193,257,489   299,734,747     31,117,344     15,567,067
LIABILITIES
Payable to:
 John Hancock
  Variable Life
  Insurance
  Company ...........             --            --             --             --
 M Fund Inc. ........             --            --             --             --
Asset charges
 payable ............          2,954         4,543            476            251
                        ------------  ------------    -----------    -----------
Total liabilities ...          2,954         4,543            476            251
                        ------------  ------------    -----------    -----------
Net assets ..........   $193,254,535  $299,730,204    $31,116,868    $15,566,816
                        ============  ============    ===========    ===========




                            GLOBAL
                           BALANCED
                          SUBACCOUNT       MID CAP     LARGE CAP        MONEY
                           (FORMERLY       GROWTH        VALUE         MARKET
                        INT'L BALANCED)  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                        ---------------  -----------  ------------  -------------
                                                        
ASSETS
Cash .................    $       --     $        --            --   $        --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ...............     1,000,737      26,427,867    12,189,522    62,437,394
Investments in shares
 of portfolios of M
 Fund Inc., at
 value ...............            --              --            --            --
Policy loans and
 accrued interest
 receivable ..........            --              --            --    13,980,926
Receivable from:
 John Hancock Variable
  Series Trust I .......       1,718              --        14,337        32,883
 M Fund Inc. ...........          --              --            --            --
                          ----------     -----------  ------------   -----------
Total assets ...........   1,002,455      26,427,867    12,203,859    76,451,203
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ..............          --              --            --            --
 M Fund Inc. ...........          --              --            --            --
Asset charges payable ..          17             429           198         3,465
                          ----------     -----------  ------------   -----------
Total liabilities ......          17             429           198         3,465
                          ----------     -----------  ------------   -----------
Net assets .............  $1,002,438     $26,427,438   $12,203,661   $76,447,738
                          ==========     ===========  ============   ===========


See accompanying notes.

                                       74


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

          STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)

                               SEPTEMBER 30, 2000




                                                                            SMALL/MID CAP
                                                                               GROWTH
                                                                MID CAP      SUBACCOUNT    REAL ESTATE      GROWTH &
                                                                 VALUE       (FORMERLY       EQUITY          INCOME
                                                              SUBACCOUNT    DIVERSIFIED)   SUBACCOUNT      SUBACCOUNT
                                                            --------------  ------------  ------------   --------------
                                                                                            
ASSETS
Cash ......................................................  $          --   $        --   $        --   $           --
Investments in shares of portfolios of John Hancock
 Variable Series Trust I, at value ........................      7,184,523    13,434,978    14,125,819    1,023,259,688
Investments in shares of portfolios of M Fund Inc.,
 at value .................................................             --            --            --               --
Policy loans and accrued interest receivable ..............             --            --     2,176,747      196,547,234
Receivable from:
 John Hancock Variable Series Trust I .....................          2,048            --       123,872          655,013
 M Fund Inc. ..............................................             --            --            --               --
                                                             -------------   -----------   -----------   --------------
Total assets ..............................................      7,186,571    13,434,978    16,426,438    1,220,461,935
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance Company .............             --            --            --               --
 M Fund Inc. ..............................................             --            --            --               --
Asset charges payable .....................................            117           220           254           18,435
                                                             -------------   -----------   -----------   --------------
Total liabilities .........................................            117           220           254           18,435
                                                             -------------   -----------   -----------   --------------
Net assets ................................................  $   7,186,454   $13,434,758   $16,426,184   $1,220,443,500
                                                             =============   ===========   ===========   ==============


                                                                                            SMALL CAP
                                                                                             EQUITY
                                                                                           SUBACCOUNT
                                                                             SHORT-TERM     (FORMERLY    INTERNATIONAL
                                                               MANAGED          BOND        SMALL CAP    OPPORTUNITIES
                                                              SUBACCOUNT     SUBACCOUNT       VALUE)       SUBACCOUNT
                                                            --------------  ------------   -----------   --------------
                                                                                            
ASSETS
Cash ......................................................  $          --   $        --   $        --   $           --
Investments in shares of portfolios of John Hancock
 Variable Series Trust I, at value ........................    410,996,305     1,088,934     5,404,005        5,917,002
Investments in shares of portfolios of Fund Inc.,
 at value .................................................             --            --            --               --
Policy loans and accrued interest receivable ..............     80,493,435            --            --               --
Receivable from:
 John Hancock Variable Series Trust I .....................        913,067         5,276         6,002               --
 M Fund Inc. ..............................................             --            --            --               --
                                                             -------------   -----------   -----------   --------------
Total assets ..............................................    492,402,807     1,094,210     5,410,007        5,917,002
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance Company .............             --            --            --               --
 M Fund Inc. ..............................................             --            --            --               --
Asset charges payable .....................................          7,429            18            88               96
                                                             -------------   -----------   -----------   --------------
Total liabilities .........................................          7,429            18            88               96
                                                             -------------   -----------   -----------   --------------
Net assets ................................................  $ 492,395,378   $ 1,094,192   $ 5,409,919   $    5,916,906
                                                             =============   ===========   ===========   ==============


See accompanying notes

                                      75



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

          STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)

                               SEPTEMBER 30, 2000




                                                                                     TURNER        BRANDES
                                                            EQUITY       GLOBAL       CORE      INTERNATIONAL
                                                             INDEX        BOND       GROWTH        EQUITY
                                                          SUBACCOUNT   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                                                          -----------  ----------  ----------  ---------------
                                                                                  
ASSETS
Cash ..................................................   $        --  $       --   $     --      $     --
Investments in shares of portfolios of John Hancock
 Variable Series Trust I, at value ....................    26,993,113   1,727,454         --            --
Investments in shares of portfolios of M Fund Inc.,
 at value .............................................            --          --    480,459       653,092
Policy loans and accrued interest receivable ..........            --          --         --            --
Receivable from:
 John Hancock Variable Series Trust I .................        18,457       6,156         --            --
 M Fund Inc. ..........................................            --          --         --            --
                                                          -----------  ----------   --------      --------
Total assets ..........................................    27,011,570   1,733,610    480,459       653,092
LIABILITIES
Payable to:
   John Hancock Variable Life Insurance Company .......            --          --         --            --
   M Fund Inc. ........................................            --          --         --            --
Asset charges payable .................................           445          27          8            10
                                                          -----------  ----------   --------      --------
Total liabilities .....................................           445          27          8            10
                                                          -----------  ----------   --------      --------
Net assets ............................................   $27,011,125  $1,733,583   $480,451      $653,082
                                                          ===========  ==========   ========      ========

                                                                                  INTERNATIONAL
                                                                                  OPPORTUNITIES
                                                          FRONTIER     EMERGING         II
                                                          CAPITAL      MARKETS      SUBACCOUNT        BOND
                                                        APPRECIATION    EQUITY      (FORMERLY        INDEX
                                                         SUBACCOUNT   SUBACCOUNT  GLOBAL EQUITY)   SUBACCOUNT
                                                        ------------  ----------  --------------  ------------
                                                                                      
ASSETS
Cash ..................................................   $        --  $       --   $     --      $     --
Investments in shares of portfolios of John Hancock
 Variable Series Trust I, at value ....................            --   1,189,041    286,802       823,747
Investments in shares of portfolios of M Fund Inc.,
 at value .............................................     1,016,030          --         --            --
Policy loans and accrued interest receivable  .........            --          --         --            --
Receivable from:
 John Hancock Variable Series Trust I .................            --          --         --         4,641
 M Fund Inc. ..........................................            --          --         --            --
                                                          -----------  ----------   --------      --------
Total assets ..........................................     1,016,030   1,189,041    286,802       828,388
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance Company .........            --          --         --            --
 M Fund Inc. ..........................................            --          --         --            --
Asset charges payable .................................            15          19          5            13
                                                          -----------  ----------   --------      --------
Total liabilities .....................................            15          19          5            13
                                                          -----------  ----------   --------      --------
Net assets ............................................   $ 1,016,015  $1,189,022   $286,797      $828,375
                                                          ===========  ==========   ========      ========


See accompanying notes.

                                      76


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

          STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)

                               SEPTEMBER 30, 2000




                                           HIGH       CLIFTON
                            SMALL/MID     YIELD      ENHANCED
                             CAP CORE      BOND     U.S. EQUITY   AIM V.I. VALUE
                            SUBACCOUNT  SUBACCOUNT  SUBACCOUNT      SUBACCOUNT
                            ----------  ----------  -----------  ----------------
                                                     
ASSETS
Cash ......................   $     --     $     --      $    --        $   --
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value ........   295,159      318,260           --            --
Investments in shares of
 portfolios of M Fund
 Inc., at value ...........        --           --       17,533             9
Policy loans and accrued
 interest receivable ......        --           --           --            --
Receivable from:
 John Hancock Variable
  Series Trust I ..........       191        2,455           --            --
 M Fund Inc. ..............        --           --           --            --
                             --------     --------      -------        ------
Total assets ..............   295,350      320,715       17,533             9
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company...        --           --           --            --
 M Fund Inc. ..............        --           --           --            --
Asset charges payable .....         4            5           --            --
                             --------     --------      -------        ------
Total liabilities .........         4            5           --            --
                             --------     --------      -------        ------
Net assets ................  $295,346     $320,710      $17,533        $    9
                             ========     ========      =======        ======




                                                       JANUS ASPEN   JANUS ASPEN
                             FIDELITY VIP                GLOBAL       WORLDWIDE
                                GROWTH      FIDELITY      TECH           GR.
                              SUBACCOUNT   CONTRAFUND  SUBACCOUNT    SUBACCOUNT
                             ------------  ----------  -----------  -------------
                                                        
ASSETS
Cash ......................  $     --      $    --       $   --        $   --
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value ........        --           --           --            --
Investments in shares of
 portfolios of M Fund
 Inc., at value ...........         6           --        5,155         5,110
Policy loans and accrued
 interest receivable ......        --           --           --            --
Receivable from:
 John Hancock Variable
  Series Trust I ..........        --           --           --            --
 M Fund Inc. ..............        --           --           --            --
                             --------     --------      -------        ------
Total assets ..............         6           --        5,155         5,110
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company...        --           --           --            --
 M Fund Inc. ..............        --           --           --            --
Asset charges payable .....        --           --           --            --
                                   --           --           --            --
Total liabilities .........        --           --           --            --
                             --------     --------      -------        ------
                                   --           --           --            --
                             --------     --------      -------        ------
Net assets ................  $      6     $     --      $ 5,155        $5,110
                             ========     ========      =======        ======


See accompanying notes.

                                      77


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

          STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)

                               SEPTEMBER 30, 2000




                                             MFS
                                             NEW
                                          DISCOVERY   FUNDAMENTAL
                                            SEARCH      MID CAP        CORE
                                            SERIES      GROWTH         BOND
                                          SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                                          ----------  -----------  ------------
                                                          
ASSETS
Cash ..................................     $   --       $ --          $ --
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value .............................         --         --            --
Investments in shares of portfolios of
 M Fund Inc., at value ................      7,850         --            --
Policy Loans and accrued interest
 receivable ...........................         --         --            --
Receivable from:
 John Hancock Variable Series Trust I .         --         --            --
 M Fund Inc. ..........................         --         --            --
                                            ------       ----          ----
Total assets ..........................      7,850         --            --
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance
  Company .............................         --         --            --
 M Fund Inc. ..........................         --         --            --
Asset charges payable .................         --         --            --
                                            ------       ----          ----
Total liabilities .....................         --         --            --
                                            ------       ----          ----
Net assets ............................     $7,850       $ --          $ --
                                            ======       ====          ====




                                          AMERICAN
                                           LEADERS      LARGE CAP
                                          LARGE CAP    AGGRESSIVE    TEMPLETON
                                            VALUE        GROWTH    INTERNATIONAL
                                          SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                          ----------   ----------  -------------
                                                       
ASSETS
Cash ..................................     $   --     $   --        $   --
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value .............................         --         --            --
Investments in shares of portfolios of
 M Fund Inc., at value ................         --         --            --
Policy Loans and accrued interest
 receivable ...........................
Receivable from:......................          --         --            --
 John Hancock Variable Series Trust I .         --         --            --
 M Fund Inc. ..........................         --         --            --
                                            ------       ----          ----
Total assets ..........................         --         --            --
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance
  Company .............................         --         --            --
 M Fund Inc. ..........................         --         --            --
Asset charges payable .................         --         --            --
                                            ------       ----          ----
Total liabilities .....................         --         --            --

                                            ------       ----          ----
Net assets ............................     $   --       $ --          $ --
                                            ======       ====          ====
 

 See accompanying notes.

                                      78


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                      STATEMENTS OF OPERATIONS (UNAUDITED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                                                                                            ACTIVE BOND SUBACCOUNT
                                                   LARGE CAP GROWTH SUBACCOUNT                (FORMERLY, SOVEREIGN BOND)
                                              ----------------------------------------  ----------------------------------------
                                                  2000          1999          1998          2000          1999          1998
                                              ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                 
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I ....    $    233,658  $ 24,007,195  $ 11,641,271  $ 11,435,390  $ 17,792,726  $ 19,685,096
 M Fund Inc. .............................              --            --            --            --            --            --
 Interest income on policy loans .........       1,166,645     1,211,333     1,008,607     3,206,774     4,084,783     4,027,376
                                              ------------  ------------  ------------  ------------  ------------  ------------
Total investment income ..................       1,400,303    25,218,528    12,649,878    14,642,164    21,877,509    23,712,472
Expenses:
 Mortality and expense risks .............         779,068       828,714       624,665     1,215,761     1,643,861     1,642,615
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net investment income (loss) .............         621,235    24,389,814    12,025,213    13,426,403    20,233,648    22,087,857
Net realized and unrealized gain (loss)
 on investments:
 Net realized gain (loss) ................       3,814,060     4,239,424     3,520,199         3,376       192,098     1,600,539
 Net unrealized appreciation
  (depreciation) during the period .......      (3,423,088)    1,727,703    18,509,310     3,156,858   (20,304,536)   (2,317,324)
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain (loss)
 on investments ..........................         390,972     5,967,127    22,029,509     3,160,234   (20,112,438)     (716,785)
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease) in net assets
 resulting from operations ...............    $  1,012,207  $ 30,356,941  $ 34,054,722  $ 16,586,637  $   (121,210) $ 21,371,072
                                              ============  ============  ============  ============  ============  ============


                                                INTERNATIONAL EQUITY INDEX SUBACCOUNT          SMALL CAP GROWTH SUBACCOUNT
                                              ----------------------------------------  ----------------------------------------
                                                  2000          1999          1998          2000          1999          1998
                                              ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                 
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I ....    $    339,916  $    917,904  $  3,394,842  $          0  $  1,272,230  $         --
 M Fund Inc. .............................              --            --            --            --            --            --
 Interest income on policy loans .........         163,489       179,345       170,285            --            --            --
                                              ------------  ------------  ------------  ------------  ------------  ------------
Total investment income ..................         503,405     1,097,249     3,565,127             0     1,272,230            --
Expenses:
 Mortality and expense risks .............         137,485       147,126       124,891        62,665        37,386        20,335
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net investment income (loss) .............         365,920       950,123     3,440,236       (62,665)    1,234,844       (20,335)
Net realized and unrealized gain (loss)
 on investments:
 Net realized gain (loss) ................         944,473       168,248       148,419     1,987,667       491,241        55,393
 Net unrealized appreciation
  (depreciation) during the period .......      (5,382,322)    5,712,567       105,161    (2,061,321)    2,317,857       518,731
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain (loss)
 on investments ..........................      (4,437,849)    5,880,815       253,580       (73,654)    2,809,098       574,124
                                              ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease) in net assets
 resulting from operations ...............    $ (4,071,929) $  6,830,938  $  3,693,816  $   (136,319) $  4,043,942  $    553,789
                                              ============  ============  ============  ============  ============  ============


See accompanying notes.

                                      79


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                            GLOBAL BALANCED SUBACCOUNT
                         (FORMERLY, INTERNATIONAL BALANCED)        MID CAP GROWTH SUBACCOUNT
                        -----------------------------------  --------------------------------------
                          2000        1999         1998         2000          1999         1998
                        ----------  ----------  -----------  ------------  ----------  ------------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I .....  $  19,234   $  99,184   $   57,587   $        --   $2,117,559   $  461,919
 M Fund Inc. .........         --          --           --            --           --           --
 Interest income on
  policy loans .......         --          --           --            --           --           --
                        ---------   ---------   ----------   -----------   ----------   ----------
Total investment
 income ..............     19,234      99,184       57,587            --    2,117,559      461,919
Expenses:
 Mortality and expense
  risks ..............      4,458       6,368        4,696       114,567       58,898       16,758
                        ---------   ---------   ----------   -----------   ----------   ----------
Net investment income
 (loss) ..............     14,776      92,816       52,891      (114,567)   2,058,661      445,161
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain ...     (8,764)      4,711       (4,506)    2,185,984      773,222       73,958
 Net unrealized
  appreciation
  (depreciation)
  during the period ..    (91,173)    (38,997)      78,455    (5,360,691)   6,801,000      647,137
                        ---------   ---------   ----------   -----------   ----------   ----------
Net realized and
 unrealized gain
 (loss) on
 investments .........    (99,937)    (34,286)      73,949    (3,174,707)   7,574,222      721,095
                        ---------   ---------   ----------   -----------   ----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........  $ (85,161)  $  58,530   $  126,840   $(3,289,274)  $9,632,883   $1,166,256
                        =========   =========   ==========   ===========   ==========   ==========




                            LARGE CAP VALUE SUBACCOUNT              MONEY MARKET SUBACCOUNT
                        -----------------------------------   -------------------------------------
                          2000        1999         1998          2000         1999         1998
                        ----------  ----------  ------------  -----------  ----------  ------------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I .....  $ 166,438   $ 648,532   $   433,626   $ 2,761,882  $2,943,852   $2,888,490
 M Fund Inc. .........         --          --            --            --          --           --
 Interest income on
  policy loans .......         --          --            --       746,509     985,509      973,241
                        ---------   ---------   -----------   -----------  ----------   ----------
Total investment
 income ..............    166,438     648,532       433,626     3,508,391   3,929,361    3,861,731
Expenses:
 Mortality and expense
  risks ..............     46,188      54,610        44,753       314,406     411,487      380,002
                        ---------   ---------   -----------   -----------  ----------   ----------
Net investment income     120,250     593,922       388,873     3,193,985   3,517,874    3,481,729
Net realized and
 unrealized gain
 (loss)
 on investments:
 Net realized gain ...     26,539     165,556       673,582            --          --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period ..    284,190    (569,216)     (479,093)           --          --           --
                        ---------   ---------   -----------   -----------  ----------   ----------
Net realized and
 unrealized gain
 (loss)
 on investments ......     31,729    (403,660)      194,489            --          --           --
                        ---------   ---------   -----------   -----------  ----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........  $ 430,979   $ 190,262   $   583,362   $ 3,193,985  $3,517,874   $3,481,729
                        =========   =========   ===========   ===========  ==========   ==========


See accompanying notes.

                                      80


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                                                MID CAP VALUE SUBACCOUNT               SMALL/MID CAP GROWTH SUBACCOUNT
                                          -------------------------------------   -------------------------------------------
                                             2000        1999          1998          2000           1999             1998
                                          ----------   ---------   ------------   -----------   -------------    ------------
                                                                                              
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .   $   16,932   $  31,306   $     40,338   $        --   $   1,903,687    $    217,686
 M Fund Inc. ..........................           --          --             --            --              --              --
 Interest income on policy loans ......           --          --             --            --              --              --
                                          ----------   ---------   ------------   -----------   -------------    ------------
Total investment income ...............       16,932      31,306         40,338            --       1,903,687         217,686
Expenses:
 Mortality and expense risks ..........       26,010      29,798         23,760        55,910          69,847          63,334
                                          ----------   ---------   ------------   -----------   -------------    ------------
Net investment income .................       (9,078)      1,508         16,578       (55,910)      1,833,840         154,352
Net realized and unrealized gain (loss)
 on investments:
 Net realized gain (loss) .............       35,124    (241,740)      (422,902)     (295,929)        (13,020)         56,968
 Net unrealized appreciation
  (depreciation) during the period ....    1,099,998     469,537       (260,362)    1,949,027      (1,274,161)        334,213
                                          ----------   ---------   ------------   -----------   -------------    ------------
Net realized and unrealized gain (loss)
 on investments .......................    1,135,122     227,797       (683,264)    1,653,098      (1,287,181)        391,181
                                          ----------   ---------   ------------   -----------   -------------    ------------
Net increase (decrease) in net assets
 resulting from operations ............   $1,126,044   $ 229,305   $   (666,686)  $ 1,597,188   $     546,659    $    545,533
                                          ==========   =========   ============   ===========   =============    ============




                                              REAL ESTATE EQUITY SUBACCOUNT               GROWTH & INCOME SUBACCOUNT
                                          --------------------------------------   -------------------------------------------
                                             2000         1999          1998           2000            1999           1998
                                          ----------   -----------   -----------   -------------   ------------   ------------
                                                                                               
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .   $  652,081   $   771,050   $   817,633   $   7,975,176   $124,750,392   $ 96,326,313
 M Fund Inc. ..........................           --            --            --              --             --             --
 Interest income on policy loans ......      104,737       131,461       145,212      10,602,981     12,877,539     11,727,553
                                          ----------   -----------   -----------   -------------   ------------   ------------
Total investment income ...............      756,818       902,511       962,845      18,578,157    137,627,931    108,053,866
Expenses:
 Mortality and expense risks ..........       62,144        78,893        86,610       5,057,893      6,531,512      5,589,689
                                          ----------   -----------   -----------   -------------   ------------   ------------
Net investment income .................      694,674       823,618       876,235      13,520,264    131,096,419    102,464,177
Net realized and unrealized gain (loss)
 on investments:
 Net realized gain (loss) .............     (519,846)      123,591       442,876      24,488,512     22,802,197     22,835,488
 Net unrealized appreciation
  (depreciation) during the period ....    2,788,827    (1,106,755)   (3,720,942)    (52,597,621)     7,687,109    112,457,395
                                          ----------   -----------   -----------   -------------   ------------   ------------
Net realized and unrealized gain (loss)
 on investments .......................    2,268,981      (983,164)   (3,278,066)    (28,109,109)    30,489,306    135,292,883
                                          ----------   -----------   -----------   -------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from operations ............   $2,963,655   $  (159,546)  $(2,401,831)  $(14,588,845)   $161,585,725   $237,757,060
                                          ==========   ===========   ===========   =============   ============   ============


See accompanying notes.

                                      81


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                                                        MANAGED SUBACCOUNT                   SHORT-TERM BOND SUBACCOUNT
                                              ---------------------------------------  --------------------------------------
                                                 2000          1999          1998           2000           1999         1998
                                              ------------  ------------  -----------  ---------------  -----------  -----------
                                                                                                   
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .....   $ 9,379,040   $39,951,885   $37,907,821  $       48,158   $   53,689    $ 31,261
 M Fund Inc. ..............................            --            --            --              --           --          --
 Interest income on policy loans ..........     4,245,392     5,217,121     4,949,021              --           --          --
                                              -----------   -----------   -----------  --------------   ----------    --------
Total investment income ...................    13,624,432    45,169,006    42,856,842          48,158       53,689      31,261
Expenses:
 Mortality and expense risks ..............     2,013,835     2,636,085     2,381,406           4,632        5,065       3,052
                                              -----------   -----------   -----------  --------------   ----------    --------
Net investment income .....................    11,610,597    42,532,921    40,475,436          43,526       48,624      28,209
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) .................     5,593,279     5,060,826     5,853,076         (14,388)      (3,107)      2,008
 Net unrealized appreciation (depreciation)
  during the period .......................    (6,847,915)   (9,288,287)   24,834,482          20,120      (23,648)     (5,287)
                                              -----------   -----------   -----------  --------------   ----------    --------
Net realized and unrealized gain (loss) on
 investments ..............................    (1,254,636)   (4,227,461)   30,687,558           5,732      (26,755)     (3,279)
                                              -----------   -----------   -----------  --------------   ----------    --------
Net increase (decrease) in net assets
 resulting from operations ................   $10,355,961   $38,305,460   $71,162,994  $       49,258   $   21,869    $ 24,930
                                              ===========   ===========   ===========  ==============   ==========    ========




                           SMALL CAP EQUITY SUBACCOUNT          INTERNATIONAL OPPORTUNITIES
                           (FORMERLY, SMALL CAP VALUE)                  SUBACCOUNT
                        ----------------------------------   ----------------------------------
                          2000        1999         1998         2000          1999        1998
                        ----------  ----------  -----------  ------------  ----------  ----------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ...... $  56,414   $  97,290   $   24,781   $    26,702   $  354,646   $ 27,799
 M Fund Inc. ..........        --          --           --            --           --         --
 Interest income on
  policy loans ........        --          --           --            --           --         --
                        ---------   ---------   ----------   -----------   ----------   --------
Total investment
 income ...............    56,414      97,290       24,781        26,702      354,646     27,799
Expenses:
 Mortality and expense
  risks ...............    19,954      24,661       23,711        26,221       24,257     19,481
                        ---------   ---------   ----------   -----------   ----------   --------
Net investment income..    36,460      72,629        1,070           481      330,389      8,318
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) ..............  (188,550)   (217,582)      61,917       725,677      123,861     64,757
 Net unrealized
  appreciation
  (depreciation)
  during the period ...   545,649     (40,472)    (364,339)   (1,429,396)     839,140    339,709
                        ---------   ---------   ----------   -----------   ----------   --------
Net realized and
 unrealized gain
 (loss) on
 investments ..........   357,099    (258,054)    (302,422)     (703,719)     963,001    404,466
                        ---------   ---------   ----------   -----------   ----------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations ........... $ 393,559   $(185,425)  $ (301,352)  $  (703,238)  $1,293,390   $412,784
                        =========   =========   ==========   ===========   ==========   ========


See accompanying notes.

                                      82



             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                              EQUITY INDEX SUBACCOUNT             GLOBAL BOND SUBACCOUNT
                        ------------------------------------  --------------------------------
                           2000          1999        1998       2000       1999        1998
                        ------------  ----------  ----------  ---------  ----------  ---------
                                                                   
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ...... $   205,343   $  921,698  $  367,284  $ 44,897   $  91,316    $62,244
 M Fund Inc. ..........          --           --          --        --          --         --
 Interest income on
  policy loans ........          --           --          --        --          --         --
                        -----------   ----------  ----------  --------   ---------    -------
Total investment
 income ...............     205,343      921,698     367,284    44,897      91,316     62,244
Expenses:
 Mortality and expense
  risks ...............     110,017      103,983      60,274     7,241       9,736      7,516
                        -----------   ----------  ----------  --------   ---------    -------
Net investment income..      95,326      817,715     307,010    37,656      81,580     54,728
Net realized and
 unrealized gain (loss)
 on  investments:
 Net realized gain
  (loss) ..............     720,233      471,802     132,619   (39,928)     (1,996)    32,917
 Net unrealized
  appreciation
  (depreciation)
  during the period ...  (1,267,708)   2,019,913   2,082,107    64,988    (126,001)    11,342
                        -----------   ----------  ----------  --------   ---------    -------
Net realized and
 unrealized gain
 (loss) on
 investments ..........    (547,475)   2,491,715   2,214,726    25,060    (127,997)    44,259
                        -----------   ----------  ----------  --------   ---------    -------
Net increase
 (decrease) in net
 assets resulting
 from operations ...... $  (452,149)  $3,309,430  $2,521,736  $ 62,716   $ (46,417)   $98,987
                        ===========   ==========  ==========  ========   =========    =======




                                                              BRANDES INTERNATIONAL
                         TURNER CORE GROWTH SUBACCOUNT          EQUITY SUBACCOUNT
                        -------------------------------  --------------------------------
                          2000        1999       1998      2000       1999        1998
                        ----------  ---------  --------  ---------  ----------  ---------
                                                              
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ...... $     --    $     --   $    --   $     --   $     --     $    --
 M Fund Inc. ..........    5,157     368,038     5,535      8,116     18,453      13,237
 Interest income on
  policy loans ........       --          --        --         --         --          --
                        --------    --------   -------   --------   --------     -------
Total investment
 income ...............    5,157     368,038     5,535      8,116     18,453      13,237
Expenses:
 Mortality and expense
  risks ...............    2,331       2,102     1,022      2,726      1,904       1,143
                        --------    --------   -------   --------   --------     -------
Net investment income..    2,826      35,936     4,513      5,390     16,549      12,094
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) ..............  102,105      44,245    14,364      9,926      7,704       1,184
 Net unrealized
  appreciation
  (depreciation)
  during the period ...  (68,169)     37,727    49,605    (10,886)   119,400      15,813
                        --------    --------   -------   --------   --------     -------
Net realized and
 unrealized gain
 (loss) on
 investments ..........   33,936      81,972    63,969       (960)   127,104      16,997
                        --------    --------   -------   --------   --------     -------
Net increase
 (decrease) in net
 assets resulting
 from operations ...... $ 36,762    $117,908   $68,482   $  4,430   $143,653     $29,091
                        ========    ========   =======   ========   ========     =======


See accompanying notes.

                                      83


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                         FRONTIER CAPITAL APPRECIATION      EMERGING MARKETS EQUITY
                                   SUBACCOUNT                     SUBACCOUNT
                        ------------------------------    -----------------------------
                          2000       1999       1998         2000        1999     1998
                        ---------  ---------  --------    -----------  --------  ------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ...... $     --   $     --   $     --    $       --   $ 13,510   $   1
 M Fund Inc. ..........   24,107     20,787      1,888            --         --      --
 Interest income on
  policy loans ........       --         --         --            --         --      --
                        --------   --------   --------    ----------   --------   -----
Total investment
 income ...............   24,107     20,787      1,888            --     13,510       1
Expenses:
 Mortality and expense
  risks ...............    4,027      3,019      2,096         4,733        720      --
                        --------   --------   --------    ----------   --------   -----
Net investment income..   20,080     17,768       (208)       (4,733)    12,790       1
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) ..............   91,532     22,678     12,123      (136,688)     5,339      --
 Net unrealized
  appreciation
  (depreciation)
  during the period ...    3,207    164,599    (17,930)     (215,341)    86,570      10
                        --------   --------   --------    ----------   --------   -----
Net realized and
 unrealized gain
 (loss) on
 investments ..........   94,739    187,277     (5,807)     (352,029)    91,909      10
                        --------   --------   --------    ----------   --------   -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations ........... $114,819   $205,045   $ (6,015)   $ (356,762)  $104,699   $  11
                        ========   ========   ========    ==========   ========   =====




                               INTERNATIONAL
                        OPPORTUNITIES II SUBACCOUNT              BOND INDEX
                         (FORMERLY, GLOBAL EQUITY)               SUBACCOUNT
                        -----------------------------  ----------------------------------
                          2000       1999      1998       2000         1999       1998*
                        ----------  -------  --------  -----------  -----------  --------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ...... $   2,906   $   508  $      1  $   38,196   $   17,417    $ 149
 M Fund Inc. ..........        --        --        --          --           --       --
 Interest income on
  policy loans ........        --        --        --          --           --       --
                        ---------   -------  --------  ----------   ----------    -----
Total investment
 income ...............     2,906       508         1      38,196       17,417      149
Expenses:
 Mortality and expense
  risks ...............     1,018       267        --       3,217        1,565        3
                        ---------   -------  --------  ----------   ----------    -----
Net investment
 income ...............     1,888       241         1      34,979       15,852      146
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) ..............    13,096       602         1      (3,038)      (1,422)      (1)
 Net unrealized
  appreciation
  (depreciation)
  during the period ...   (37,065)   13,424        45      17,202      (22,820)    (196)
                        ---------   -------  --------  ----------   ----------    -----
Net realized and
 unrealized gain
 (loss) on
 investments ..........   (23,969)   14,026        46      14,164      (24,242)    (197)
                        ---------   -------  --------  ----------   ----------    -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations ........... $ (22,081)  $14,267  $     47  $   49,143   $   (8,390)   $ (51)
                        =========   =======  ========  ==========   ==========    =====


See accompanying notes.

                                      84




             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                          SMALL/MID CAP CORE           HIGH YIELD BOND
                              SUBACCOUNT                  SUBACCOUNT
                        ------------------------  -----------------------------
                         2000      1999    1998     2000      1999      1998
                        --------  ------  ------  ---------  -------  ---------
                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ......  $  683   $6,810   $ --   $ 16,967   $2,748    $  19
 M Fund Inc. ..........      --       --     --         --       --       --
 Interest income on
  policy loans ........      --       --     --         --       --       --
                        -------   ------   ----   --------   ------    -----
Total investment
 income ...............     683    6,810     --     16,967    2,748       19
Expenses:
 Mortality and expense
  risks ...............     759      178     --      1,149      206        1
                        -------   ------   ----   --------   ------    -----
Net investment income..     (76)   6,632     --     15,818    2,542       18
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss) ..............  10,871      252     --     (9,067)    (186)      --
 Net unrealized
  appreciation
  (depreciation)
  during the period ...  (1,191)   3,005      6    (10,278)    (511)     (26)
                        -------   ------   ----   --------   ------    -----
Net realized and
 unrealized gain
 (loss) on
 investments ..........   9,680    3,257      6    (19,345)    (697)     (26)
                        -------   ------   ----   --------   ------    -----
Net increase
 (decrease) in net
 assets resulting
 operations ........... $ 9,604   $9,889   $  6   $ (3,527)  $1,845    $  (8)
                        =======   ======   ====   ========   ======    =====




                             CLIFTON          AIM V.I.   FIDELITY VIP   FIDELITY    JANUS ASPEN
                          ENHANCED U.S.        VALUE        GROWTH     CONTRAFUND   GLOBAL TECH
                        EQUITY SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                        ------------------   ----------  ------------  ----------  -------------
                         2000       1999        2000         2000         2000         2000
                        --------  ---------  ----------  ------------  ----------  -------------
                                                                 
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I .....   $  --     $   --     $  --        $  --         $  --        $  --
 M Fund Inc. .........     476      1,117        --           --            --           --
 Interest income on
  policy loans .......      --         --        --           --            --           --
                         -----     ------     -----        -----         -----        -----
Total investment
 income ..............     476      1,117        --           --            --           --
Expenses:
 Mortality and expense
  risks ..............      76          4        --           --            --           --
                         -----     ------     -----        -----         -----        -----
Net investment income
 (loss) ..............     400      1,113        --           --            --           --
Net realized and
 unrealized gain
 (loss)
 on investments:
 Net realized gains
  (losses) ...........    (106)        91        --           --            --           (1)
 Net unrealized
  appreciation
  (depreciation)
  during the period ..    (541)      (879)       (1)          (0)           --         (245)
                         -----     ------     -----        -----         -----        -----
Net realized and
 unrealized gain
 (loss) on
 investments .........    (647)      (788)       (1)          (0)           --         (246)
                         -----     ------     -----        -----         -----        -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations ..........   $(247)    $  325     $  (1)       $  (0)        $ --         $(246)
                         =====     ======     =====        =====         ====         =====


See accompanying notes.

                                       85


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                                                                                 AMERICAN
                              JANUS ASPEN   MFS NEW    FUNDAMENTAL               LEADERS    LARGE CAP
                               WORLDWIDE   DISCOVERY     MID CAP       CORE     LARGE CAP   AGGRESSIVE     TEMPLETON
                                  GR.        SERIES      GROWTH        BOND       VALUE       GROWTH     INTERNATIONAL
                              SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                              -----------  ----------  -----------  ----------  ----------  ----------  ---------------
                                 2000         2000        2000         2000        2000        2000          2000
                              -----------  ----------  -----------  ----------  ----------  ----------  ---------------
                                                                                   
Investment income:
Distributions received from:                                            888                                   888
 John Hancock Variable
  Series Trust I  ..........    $  --        $  --        $ --         $ --        $ --        $ --          $ --
 M Fund Inc. ...............       --           --          --           --          --          --            --
 Interest income on policy
  loans ....................       --           --          --           --          --          --            --
                                -----        -----        ----         ----        ----        ----          ----
Total investment income ....       --           --          --           --          --          --            --
Expenses:
 Mortality and expense risks       --           --          --           --          --          --            --
                                -----        -----        ----         ----        ----        ----          ----
Net investment income (loss)       --           --          --           --          --          --            --
Net realized and unrealized
 gain (loss) on investments:
 Net realized gain (loss) ..       (1)          (1)         --           --          --          --            --
 Net unrealized appreciation
  (depreciation) during
  the period ...............     (280)        (265)         --           --          --          --            --
                                -----        -----        ----         ----        ----        ----          ----
Net realized and unrealized
 gain (loss) on
 investments ...............     (281)        (266)         --           --          --          --            --
                                -----        -----        ----         ----        ----        ----          ----
Net increase (decrease) in
 net assets resulting
 from operations ...........    $(281)       $(266)       $ --         $ --        $ --        $ --          $ --
                                =====        =====        ====         ====        ====        ====          ====


See accompanying notes.

                                      86


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                                                                                ACTIVE BOND SUBACCOUNT
                                                LARGE CAP GROWTH SUBACCOUNT                   (FORMERLY, SOVEREIGN BOND)
                                         ------------------------------------------   -------------------------------------------
                                             2000           1999           1998           2000           1999            1998
                                         ------------   ------------   ------------   ------------   ------------    ------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)........... $    621,235   $ 24,389,814   $ 12,025,213   $ 13,426,403   $ 20,233,648    $ 22,087,857
 Net realized gain (loss)...............    3,814,060      4,239,424      3,520,199          3,376        192,098       1,600,539
 Net unrealized appreciation
  (depreciation) during
  the period............................   (3,423,088)     1,727,703     18,509,310      3,156,858    (20,304,536)     (2,317,324)
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations..............    1,012,207     30,356,941     34,054,722     16,586,637        121,210      21,371,072
From policyholder transactions:
 Net premiums from
  policyholders.........................   44,384,261     37,307,814     21,681,632     18,417,337     26,114,799      32,901,747
 Net benefits to policyholders..........  (32,940,678)   (25,817,420)   (21,510,240)   (29,904,344)   (35,577,616)    (39,577,750)
 Net increase in policy loans...........    3,736,413             --      2,561,877      1,509,775             --       1,607,456
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net increase in net assets resulting
 from policyholder transactions.........   15,179,996     11,490,394      2,733,269     (9,977,232)    (9,462,817)     (5,068,547)
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net increase in net assets..............   16,192,203     41,847,335     36,787,991      6,609,405     (9,341,607)     16,302,525
Net assets at beginning of period.......  177,062,332    135,214,997     98,427,006    293,120,799    302,462,406     286,159,881
                                         ------------   ------------   ------------   ------------   ------------    ------------
Net assets at end of period............. $193,254,535   $177,062,332   $135,214,997   $299,730,204   $293,120,799    $302,462,406
                                         ============   ============   ============   ============   ============    ============


                                            INTERNATIONAL EQUITY INDEX SUBACCOUNT             SMALL CAP GROWTH SUBACCOUNT
                                         -------------------------------------------  ------------------------------------------
                                             2000           1999           1998           2000          1999           1998
                                         -------------  -------------  -------------  ------------  ------------  --------------
                                                                                                 
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)........... $    365,920   $   950,123      $ 3,440,236   $   (62,665)  $ 1,234,844    $  (20,335)
 Net realized gain (loss)...............      944,473       168,248          148,419     1,987,667       491,241        55,393
 Net unrealized appreciation
  (depreciation) during
  the period............................   (5,382,322)    5,712,567          105,161    (2,061,321)    2,317,857       518,731
                                         ------------   -----------      -----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations..............   (4,071,929)    6,830,938        3,693,816      (136,319)    4,043,942       553,789
From policyholder transactions:
 Net premiums from
  policyholders.........................   15,022,955     7,373,967        6,549,988    12,805,299     4,316,218     2,382,203
 Net benefits to policyholders..........  (11,875,750)   (6,834,914)      (5,210,982)   (7,927,742)   (2,206,402)     (998,381)
 Net increase in policy loans...........      142,553            --           86,200            --            --            --
                                         ------------   -----------      -----------   -----------   -----------    ----------
Net increase in net assets resulting
 from policyholder transactions.........    3,289,758       539,053        1,452,206     4,877,557     2,109,816     1,383,822
                                         ------------   -----------      -----------   -----------   -----------    ----------
Net increase in net assets..............     (782,171)    7,369,991        5,119,022     4,741,238     6,153,758     1,937,611
Net assets at beginning of period.......   31,899,039    24,529,048       19,410,026    10,825,578     4,671,820     2,734,209
                                         ------------   -----------      -----------   -----------   -----------    ----------
Net assets at end of period............. $ 31,116,868   $31,899,039      $24,529,048   $15,566,816   $10,825,578    $4,671,820
                                         ============   ===========      ===========   ===========   ===========    ==========


See accompanying notes

                                       87


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                                    GLOBAL BALANCED SUBACCOUNT
                                                (FORMERLY, INTERNATIONAL BALANCED)             MID CAP GROWTH SUBACCOUNT
                                              ---------------------------------------   -----------------------------------------
                                                 2000          1999           1998         2000           1999           1998
                                              -----------   -----------    ----------   -----------    -----------    -----------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)................ $    14,776   $    92,816    $   52,891   $  (114,567)   $ 2,058,661    $   445,161
 Net realized gain (loss)....................      (8,764)        4,711        (4,506)    2,185,984        773,222         73,958
 Net unrealized appreciation
  (depreciation) during the period...........     (91,173)      (38,997)       78,445    (5,360,691)     6,801,000        647,137
                                              -----------   -----------    ----------   -----------    -----------    -----------
Net increase (decrease) in net assets
 resulting from operations...................     (85,161)       58,530       126,840    (3,289,274)     9,632,883      1,166,256
From policyholder transactions:
 Net premiums from policyholders.............     242,576       377,958       341,482    17,804,733      8,941,124      3,164,065
 Net benefits to policyholders...............    (332,208)     (131,331)     (310,766)   (8,940,276)    (2,937,257)      (612,975)
 Net increase (decrease) in policy loans.....          --            --            --            --             --             --
                                              -----------   -----------    ----------   -----------    -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions....     (89,632)      246,627       307,169     8,864,457      6,003,867      2,551,090
                                              -----------   -----------    ----------   -----------    -----------    -----------
Net increase (decrease) in net assets........    (174,794)      305,157       157,556     5,575,183     15,636,750      3,717,346
Net assets at beginning of period............   1,177,232       872,075       714,519    20,852,255      5,215,505      1,498,159
                                              -----------   -----------    ----------   -----------    -----------    -----------
Net assets at end of period.................. $ 1,002,438   $ 1,177,232    $  872,075   $26,427,438    $20,852,255    $ 5,215,505
                                              ===========   ===========    ==========   ===========    ===========    ===========


                                                  LARGE CAP VALUE SUBACCOUNT                   MONEY MARKET SUBACCOUNT
                                            ---------------------------------------   -------------------------------------------
                                               2000          1999          1998           2000           1999            1998
                                            -----------   -----------   -----------   ------------   ------------    ------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income (loss).............. $   120,250   $   593,922   $   388,873   $  3,193,985   $  3,517,874    $  3,481,729
 Net realized gain (loss)..................      26,539       165,556       673,582             --             --              --
 Net unrealized appreciation
  (depreciation) during the period.........     284,190      (569,216)     (479,093)            --             --              --
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations.................     430,979       190,262       583,362      3,193,985      3,517,874       3,481,729
From policyholder transactions:
 Net premiums from policyholders...........   5,876,189     3,166,658     4,214,076     57,979,084     33,694,123      24,612,731
 Net benefits to policyholders.............  (3,656,800)   (1,903,017)   (3,212,048)   (61,210,718)   (30,672,090)    (24,024,723)
 Net increase (decrease) in policy loans...          --            --            --       (153,254)       421,166         390,775
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions..   2,219,389     1,263,641     1,002,028     (3,384,888)     3,022,033       1,009,174
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets......   2,650,368     1,453,903     1,585,390       (190,903)     6,539,907       4,490,903
Net assets at beginning of period..........   9,553,293     8,099,390     6,514,000     76,638,641     70,098,734      65,607,831
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period................ $12,203,661   $ 9,553,293   $ 8,099,390   $ 76,447,738   $ 76,638,641    $ 70,098,734
                                            ===========   ===========   ===========   ============   ============    ============


See accompanying notes

                                       88


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                           MID CAP VALUE SUBACCOUNT                    SMALL/MID CAP GROWTH SUBACCOUNT
                                    ---------------------------------------   ---------------------------------------------------
                                       2000          1999          1998            2000              1999              1998
                                    -----------   -----------   -----------   ---------------   --------------    ---------------
                                                                                               
Increase (decrease) in net assets
 from operations:
 Net investment income............. $    (9,078)  $     1,508   $    16,578   $       (55,910)  $    1,833,840    $       154,352
 Net realized gain (loss)..........      35,124      (241,740)     (422,902)         (295,929)         (13,020)            56,698
 Net unrealized appreciation
  (depreciation) during the
  period...........................   1,099,998       469,537      (260,362)        1,949,027       (1,274,161)           334,123
                                    -----------   -----------   -----------   ---------------   --------------    ---------------
Net increase (decrease) in net
 assets resulting from operations..   1,126,044       229,305      (666,686)        1,597,188          546,659            545,533
From policyholder transactions:
 Net premiums from policyholders...   3,657,742     1,886,594     5,997,691         3,303,996        3,493,643          3,953,326
 Net benefits to policyholders.....  (2,833,912)   (1,745,112)   (2,912,034)       (3,875,999)      (3,105,108)        (3,311,846)
 Net increase (decrease) in policy
  loans............................          --            --            --                --               --                 --
                                    -----------   -----------   -----------   ---------------   --------------    ---------------
Net increase (decrease) in net
 assets resulting from
 policyholder transactions.........     823,830       141,482     3,085,657          (572,003)         388,535            641,480
                                    -----------   -----------   -----------   ---------------   --------------    ---------------
Net increase (decrease) in net
 assets............................   1,949,874       370,787     2,418,971         1,025,185          935,194          1,187,013
Net assets at beginning of period..   5,236,580     4,865,793     2,446,822        12,409,573       11,474,379         10,287,366
                                    -----------   -----------   -----------   ---------------   --------------    ---------------
Net assets at end of period........ $ 7,186,454   $ 5,236,580   $ 4,865,793   $    13,434,758   $   12,409,573    $    11,474,379
                                    ===========   ===========   ===========   ===============   ==============   ================


                                           REAL ESTATE EQUITY SUBACCOUNT                   GROWTH & INCOME SUBACCOUNT
                                      ---------------------------------------   -------------------------------------------------
                                         2000          1999          1998            2000             1999              1998
                                      -----------   -----------   -----------   --------------   --------------    --------------
                                                                                                
Increase (decrease) in net assets
 from operations:
 Net investment income............... $   694,674   $   823,618   $   876,235   $   13,520,264   $   11,096,419    $  102,464,177
 Net realized gain (loss)............    (519,846)      123,591       442,876       24,488,512       22,802,197        22,835,488
 Net unrealized appreciation
  (depreciation) during the
  period.............................   2,788,827    (1,106,755)   (3,720,942)     (52,597,621)       7,687,109       112,457,395
                                      -----------   -----------   -----------   --------------   --------------    --------------
Net increase (decrease) in net
 assets resulting from operations....   2,963,655      (159,546)   (5,401,931)     (14,588,845)     161,585,725       237,757,060
From policyholder transactions:
 Net premiums from policyholders.....   7,419,486     2,304,591     6,295,255       66,706,125      101,973,160        92,955,980
 Net benefits to policyholders.......  (7,604,722)   (3,311,591)   (5,507,305)    (118,470,137)    (133,701,210)     (134,661,151)
 Net increase (decrease) in policy
  loans..............................     269,293       (83,216)      265,517        8,056,803               --        18,165,114
                                      -----------   -----------   -----------   --------------   --------------    --------------
Net increase (decrease) in net
 assets resulting from policyholder
 transactions........................      84,057    (1,007,000)      704,734      (43,707,209)     (31,728,050)      (23,540,057)
                                      -----------   -----------   -----------   --------------   --------------    --------------
Net increase (decrease) in net
 assets..............................   3,047,712    (1,166,546)   (1,697,097)     (58,296,054)     129,857,675       214,217,003
Net assets at beginning of period....  13,378,472    14,545,018    16,242,115    1,278,739,554    1,148,881,879       934,664,876
                                      -----------   -----------   -----------   --------------   --------------    --------------
Net assets at end of period.......... $16,426,184   $13,378,472   $14,545,018   $1,220,443,500   $1,278,739,554    $1,148,881,879
                                      ===========   ===========   ===========   ==============   ==============    ==============


See accompanying notes

                                       89


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                                          MANAGED SUBACCOUNT                    SHORT-TERM BOND SUBACCOUNT
                                              ------------------------------------------   --------------------------------------
                                                  2000           1999           1998          2000         1999          1998
                                              ------------   ------------   ------------   ----------   ----------    -----------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income....................... $ 11,610,597   $ 42,532,921   $ 40,475,436   $   43,526   $   48,624    $    28,209
 Net realized gain (loss)....................    5,593,279      5,060,826      5,853,076      (14,388)      (3,107)         2,008
 Net unrealized appreciation
  (depreciation) during the period...........   (6,847,915)    (9,288,287)    24,834,482       20,120      (23,648)        (5,287)
                                              ------------   ------------   ------------   ----------   ----------    -----------
Net increase in net assets resulting from
 operations..................................   10,355,961     38,305,460     71,162,994       49,258       21,869         24,930
From policyholder transactions:
 Net premiums from policyholders.............   30,876,272     44,546,082     40,631,684      321,510      690,849        435,150
 Net benefits to policyholders...............  (51,526,685)   (55,332,758)   (55,447,667)    (406,059)    (178,124)      (274,762)
 Net increase in policy loans................    2,617,080             --      5,379,590           --           --             --
                                              ------------   ------------   ------------   ----------   ----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions....  (18,033,333)   (10,786,676)    (9,436,393)     (84,549)     512,725        160,388
                                              ------------   ------------   ------------   ----------   ----------    -----------
Net increase (decrease) in net assets........   (7,677,372)    27,518,784     61,726,601      (35,291)     534,594        185,318
Net assets at beginning of period............  500,072,750    472,553,966    410,827,365    1,129,483      594,889        409,571
                                              ------------   ------------   ------------   ----------   ----------    -----------
Net assets at end of period.................. $492,395,378   $500,072,750   $472,553,966   $1,094,192   $1,129,483    $   594,889
                                              ============   ============   ============   ==========   ==========    ===========


                                                     SMALL CAP EQUITY SUBACCOUNT
                                                     (FORMERLY, SMALL CAP VALUE)           INTERNATIONAL OPERATIONS SUBACCOUNT
                                               ---------------------------------------   ----------------------------------------
                                                  2000          1999          1998          2000          1999           1998
                                               -----------   -----------   -----------   -----------   -----------    -----------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income........................ $    36,460   $    72,629   $     1,070   $       481   $   330,389    $     8,318
 Net realized gain (loss).....................    (188,550)     (217,582)       61,917       725,677       123,861         64,757
 Net unrealized appreciation
  (depreciation) during the period............     545,649       (40,472)     (364,359)   (1,429,396)      839,140        339,709
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations....................     393,559      (185,425)     (301,352)     (703,238)    1,293,390        412,784
From policyholder transactions:
 Net premiums from policyholders..............   2,449,450     1,446,109     2,644,808     8,147,324     1,632,955      2,203,753
 Net benefits to policyholders................  (1,544,506)   (1,547,128)   (1,288,464)   (6,837,766)   (1,315,539)    (1,443,700)
 Net increase in policy loans.................          --            --            --            --            --             --
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions.....     904,944      (101,019)    1,356,344     1,309,558       317,416        760,053
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net increase (decrease) in net assets.........   1,298,503      (286,444)    1,054,972       606,320     1,610,806      1,172,837
Net assets at beginning of period.............   4,111,416     4,397,860     3,342,888     5,310,586     3,699,780      2,526,943
                                               -----------   -----------   -----------   -----------   -----------    -----------
Net assets at end of period................... $ 5,409,919   $ 4,111,416   $ 4,397,860   $ 5,916,906   $ 5,310,586    $ 3,699,780
                                               ===========   ===========   ===========   ===========   ===========    ===========


See accompanying notes

                                       90


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                                    EQUITY INDEX SUBACCOUNT                  GLOBAL BOND SUBACCOUNT
                                            ---------------------------------------   --------------------------------------
                                               2000          1999          1998          2000         1999          1998
                                            -----------   -----------   -----------   ----------   ----------    -----------
                                                                                              
Increase (decrease) in net assets from
 operations:
 Net investment income..................... $    95,326   $   817,715   $   307,010   $   37,656   $   81,580    $    54,728
 Net realized gain (loss)..................     720,233       471,802       132,619      (39,928)      (1,996)        32,917
 Net unrealized appreciation
  (depreciation) during the period.........  (1,267,708)    2,019,913     2,082,107       64,988     (126,001)        11,342
                                            -----------   -----------   -----------   ----------   ----------    -----------
Net increase (decrease) in net assets
 resulting from operations.................    (452,149)    3,309,430     2,521,736       62,716      (46,417)        98,987
From policyholder transactions:
 Net premiums from policyholders...........   9,225,298     7,762,529     4,632,113      558,069    1,115,699        798,933
 Net benefits to policyholders.............  (3,879,648)   (2,563,485)   (1,120,852)    (769,877)    (292,075)    (1,158,109)
 Net increase in policy loans..............          --            --            --           --           --             --
                                            -----------   -----------   -----------   ----------   ----------    -----------
Net increase in net assets resulting from
 policyholder transactions.................   5,345,650     5,199,044     3,511,261     (211,808)     823,624       (359,176)
                                            -----------   -----------   -----------   ----------   ----------    -----------
Net increase in net assets.................   4,893,501     8,508,474     6,032,997     (149,902)     777,207       (260,189)
Net assets at beginning of period..........  22,117,624    13,609,150     7,576,153    1,882,675    1,105,468      1,365,657
                                            -----------   -----------   -----------   ----------   ----------    -----------
Net assets at end of period................ $27,011,125   $22,117,624   $13,609,150   $1,733,583   $1,882,675    $ 1,105,468
                                            ===========   ===========   ===========   ==========   ==========    ===========


                                              TURNER CORE GROWTH SUBACCOUNT      BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                                             --------------------------------    ---------------------------------------
                                               2000        1999        1998        2000          1999            1998
                                             ---------   ---------   --------    --------      --------       ----------
                                                                                            
Increase (decrease) in net assets from
 operations:
 Net investment income....................  $   2,826   $  35,936   $  4,513     $  5,390      $ 16,549       $ 12,094
 Net realized gain (loss).................    102,105      44,245     14,364        9,926         7,704          1,184
 Net unrealized appreciation
  (depreciation) during the period........    (68,169)     37,727     49,605      (10,886)      119,400         15,813
                                            ---------   ---------   --------     --------      --------       --------
Net increase (decrease) in net assets
 resulting from operations................     36,762     117,908     68,482        4,430       143,653         29,091
From policyholder transactions:
 Net premiums from policyholders..........    285,472     240,351    203,590      115,832       239,618         55,021
 Net benefits to policyholders............   (377,975)   (136,661)   (77,651)     (55,308)      (29,502)       (10,341)
 Net increase in policy loans.............         --          --         --           --            --             --
                                            ---------   ---------   --------     --------      --------       --------
Net increase in net assets resulting
 from policyholder transactions...........    (92,503)    103,690    125,939       60,524       210,098         44,680
                                            ---------   ---------   --------     --------      --------       --------
Net increase in net assets................    (55,741)    221,598    194,421       64,954       353,751         73,771
Net assets at beginning of period.........    536,192     314,594    120,173      588,128       234,377        160,606
                                            ---------   ---------   --------     --------      --------       --------
Net assets at end of period...............  $ 480,451   $ 536,192   $314,594     $653,082      $588,128       $234,377
                                            =========   =========   ========     ========      ========       ========


See accompanying notes

                                       91


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                                                 FRONTIER CAPITAL APPRECIATION SUBACCOUNT    EMERGING MARKETS EQUITY SUBACCOUNT
                                                 ----------------------------------------    ------------------------------------
                                                    2000           1999           1998           2000          1999         1998
                                                 ----------      --------      ----------    -----------    ---------     -------
                                                                                                       
Increase (decrease) in net assets from
 operations:
 Net investment income........................   $   20,080      $ 17,768      $     (208)   $    (4,733)   $  12,790     $     1
 Net realized gain (loss).....................       91,532        22,678          12,123       (136,688)       5,339          --
 Net unrealized appreciation
  (depreciation) during the period............        3,207       164,599         (17,930)      (215,341)      86,570          10
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase (decrease) in net assets
 resulting from operations....................      114,819       205,045          (6,015)      (356,762)     104,699          11
From policyholder transactions:
 Net premiums from policyholders..............      412,703       255,268         128,779      8,406,642      433,406       2,018
 Net benefits to policyholders................     (240,181)      (89,136)       (146,083)    (7,256,592)    (144,400)         --
 Net increase in policy loans.................           --            --              --             --           --          --
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase in net assets resulting from
 policyholder transactions....................      172,522       166,132         (17,304)     1,150,050      289,006       2,018
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase in net assets....................      287,341       371,177         (23,319)       793,288      393,705       2,029
Net assets at beginning of period.............      728,674       357,497         380,816        395,734        2,029          --
                                                 ----------      --------      ----------    -----------    ---------     -------
Net assets at end of period...................   $1,016,015      $728,674      $  357,497    $ 1,189,022    $ 395,734     $ 2,029
                                                 ==========      ========      ==========    ===========    =========     =======


                                                INTERNATIONAL OPPORTUNITIES II SUBACCOUNT
                                                         (FORMERLY, GLOBAL EQUITY)                   BOND INDEX SUBACCOUNT
                                                -----------------------------------------   -------------------------------------
                                                    2000           1999           1998          2000          1999         1998*
                                                -----------      --------      ----------   ------------   ----------     -------
                                                                                                       
Increase (decrease) in net assets from
 operations:
 Net investment income........................   $    1,888      $    241      $        1    $    34,979    $  15,852     $   146
                                                 ----------      --------      ----------    -----------    ---------     -------
 Net realized gain (loss).....................       13,096           602               1         (3,038)      (1,422)         (1)
 Net unrealized appreciation
  (depreciation) during the period............      (37,065)       13,424              45         17,202      (22,820)       (196)
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase (decrease) in net assets
  resulting from operations...................      (22,081)       14,267              47         49,143       (8,390)        (51)
From policyholder transactions:
 Net premiums from policyholders..............      263,934     1,084,209             915        441,780      412,326      10,254
 Net benefits to policyholders................      (67,628)      (11,064)            (13)       (50,311)     (26,307)        (69)
 Net increase in policy loans.................           --            --              --             --           --          --
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase in net assets resulting from
 policyholder transactions....................      196,306        97,356             902        391,469      386,019      10,185
                                                 ----------      --------      ----------    -----------    ---------     -------
Net increase in net assets....................      174,225       111,623             949        440,612      377,629      10,134
Net assets at beginning of period.............      112,572           949              --        387,763       10,134          --
                                                 ----------      --------      ----------    -----------    ---------     -------
Net assets at end of period...................   $  286,797      $112,572      $      949    $   828,375    $ 387,763     $10,134
                                                 ==========      ========      ==========    ===========    =========     =======


See accompanying notes

                                       92


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,



                            SMALL/MID CAP CORE SUBACCOUNT       HIGH YIELD BOND SUBACCOUNT
                            ------------------------------    -------------------------------
                              2000       1999       1998        2000        1999      1998*
                            --------   --------   --------    --------    --------   --------
                                                                  
Increase (decrease) in
 net assets from
 operations:
 Net investment income...   $    (76)  $  6,632         --    $ 15,818    $  2,542   $     18
 Net realized gain
  (loss).................     10,871        252         --      (9,067)       (186)        --
 Net unrealized
  appreciation
  (depreciation)
  during the
  period.................     (1,191)     3,005          6     (10,278)       (511)       (26)
                            --------   --------   --------    --------    --------   --------
Net increase
 (decrease) in net
 assets resulting
 from operations.........      9,604      9,889          6      (3,527)      1,845         (8)
From policyholder
 transactions:
 Net premiums from
  policyholders..........    555,833     97,385        104   1,583,188      98,955      2,887
 Net benefits to
  policyholders..........   (369,572)    (7,901)        (2) (1,349,561)    (13,078)        --
 Net increase in
  policy loans...........         --         --         --          --          --         --
                            --------   --------   --------   ---------    --------   --------
Net increase in net
 assets resulting from
 policyholder
 transactions............    186,261     89,484        102     233,627      85,877      2,887
                            --------   --------   --------   ---------    --------   --------
Net increase
 (decrease) in net
 assets..................    195,865     99,373        108     230,100      87,222      2,879
Net assets at
 beginning of period          99,481        108         --      90,610       2,879         --
                           ---------   --------   --------   ---------    --------   --------
Net assets at end of
 period..................  $ 295,346   $ 99,481   $    108   $ 320,710    $ 90,610   $  2,879
                           =========   ========   ========   =========    ========   ========


                                                        CLIFTON ENHANCED
                                                     U S. EQUITY SUBACCOUNT
                                                     -----------------------
                                                         2000        1999
                                                     ----------- -----------
Increase (decrease) in net assets from operations:
 Net investment income............................       $   400     $ 1,113
 Net realized gain (loss).........................          (106)         91
 Net unrealized appreciation (depreciation) during
  the period......................................          (541)       (879)
                                                         -------     -------
Net increase (decrease) in net assets resulting
 from operations                                            (247)        325
From policyholder transactions:
 Net premiums from policyholders                           4,510      13,814
 Net benefits to policyholders                              (869)         --
 Net increase in policy loans                                 --          --
                                                         -------     -------
Net increase (decrease) in net assets resulting
 from policyholder transactions                            3,641      13,814
                                                         -------     -------
Net increase (decrease) in net assets                      3,394      14,139
Net assets at beginning of period                         14,139          --
                                                         -------     -------
Net assets at end of period  . . . . . . . . . . .       $17,533     $14,139
                                                         =======     =======

See accompanying notes

                                       93


             JOHN HANCOCK MUTUAL VARIABLE LIFE INSURANCE ACCOUNT U

          STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

                     YEARS AND PERIODS ENDED SEPTEMBER 30,




                                                                                  JANUS ASPEN
                             AIM V.I.    FIDELITY VIP    FIDELITY    JANUS ASPEN   WORLDWIDE  NEW DISCOVERY
                              VALUE         GROWTH      CONTRAFUND   GLOBAL TECH    GROWTH       SERIES
                            SUBACCOUNT    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                            ----------    ----------    ----------   ----------   ----------   ----------
                               2000          2000          2000         2000         2000         2000
                            ----------    ----------    ----------   ----------   ----------   ----------
                                                                            
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss).................         $ --          $ --         $  --       $   --       $   --       $   --
 Net realized gain
  (loss).................           --            --            --           (1)          (1)          (1)
 Net unrealized
  appreciation
  (depreciation)
  during the
  period.................           (1)           (0)           --         (245)        (280)        (265)
                                ------        ------        ------       ------       ------       ------
Net increase
 (decrease) in net
 assets resulting from
 operations..............           (1)           (0)           --         (246)        (281)        (266)
From policyholder
 transactions:
 Net premiums from
  policyholders..........            6             4            --        4,808        3,247        4,058
 Net benefits to
  policyholders..........            4             2            --          593        2,144        4,058
                                ------        ------        ------       ------       ------       ------
 Net increase in
  policy loans...........
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions............           10             6            --        5,401        5,391        8,116
                                ------        ------        ------       ------       ------       ------
Net increase
 (decrease) in net
 assets..................            9             6            --        5,155        5,110        7,850
Net assets at
 beginning of period.....           --            --            --           --           --           --
                                ------        ------        ------       ------       ------       ------
Net assets at end of
 period..................         $  9          $  6         $  --       $5,155       $5,110       $7,850
                                ======        ======        ======       ======       ======       ======

                                                                     AMERICAN
                                          FUNDAMENTAL                 LEADERS     LARGE CAP
                                            MID CAP        CORE      LARGE CAP    AGGRESSIVE    TEMPLETON
                                            GROWTH         BOND        VALUE        GROWTH    INTERNATIONAL
                                          SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                          ----------    ----------   ----------   ----------   ----------
                                             2000          2000         2000         2000         2000
                                          ----------    ----------   ----------   ----------   ----------
                                                                               
Increase (decrease) in
 net assets from
 operations:
 Net investment income..................         $--           $--          $--          $--          $--
 Net realized gain
  (loss)................................          --            --           --           --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period.....................          --            --           --           --           --
                                               -----         -----        -----        -----        -----
Net increase
 (decrease) in net
 assets resulting from
 operations.............................          --            --           --           --           --
From policyholder
 transactions:
 Net premiums from
  policyholders.........................          --            --           --           --           --
 Net benefits to
  policyholders.........................          --            --           --           --           --
 Net increase in
  policy loans..........................          --            --           --           --           --
Net increase
 (decrease) in net assets
 resulting from policyholder
 transactions...........................          --           --            --           --           -
                                               -----        -----         -----        -----        -----
Net increase
 (decrease) in net
 assets.................................          --           --            --           --           --
Net assets at
 beginning of period....................          --           --            --           --           --
                                               -----        -----         -----         -----       -----
Net assets at end of
 period.................................         $--          $--           $--           $--         $--
                                               =====        =====         =====         =====       =====



                                       94


                     JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                              SEPTEMBER 30, 2000

1.  ORGANIZATION

  John Hancock Variable Life Account U (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
thirty-two 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 thirty-eight Portfolios
of the Fund and M Fund which are currently available are the Large Cap Growth,
Active Bond (formerly, Sovereign Bond), International Equity Index, Small Cap
Growth, Global Balanced (formerly, International Balanced), Mid Cap Growth,
Large Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth (formerly,
Diversified Mid Cap Growth), Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity (formerly, Small Cap Value), International
Opportunities, Equity Index, Global Bond (formerly, Strategic Bond), Turner Core
Growth, Brandes International Equity, Frontier Capital Appreciation, Emerging
Markets Equity, International Opportunities II (formerly, Global Equity), Bond
Index, Small/Mid Cap CORE, High Yield Bond, Clifton Enhanced US Equity, Aim V.I.
Value, Fidelity VIP Growth, Fidelity Contrafund, Janus Aspen Global Tech, Janus
Aspen Worldwide Gr., MFS New Discovery Series, Fundamental Mid Growth (formerly,
Fundamental Mid Cap Growth), Core Bond, American Leaders Large Cap Value, Large
Cap Aggressive Growth, and Templeton International. 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.



                                       95


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--CONTINUED

 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.

 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.

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 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, 2000, 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.


                                       96


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

              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 December 31, 2000 were as follows:




         PORTFOLIO            SHARES OWNED       COST            VALUE
         ---------            ------------   ------------   --------------
                                                 
Large Cap Growth............     6,168,344   $136,402,496   $  169,201,606
Active Bond.................    25,928,698    251,003,887      239,694,444
International Equity Index..     1,664,035     28,588,291       28,083,661
Small Cap Growth............       803,544     14,589,738       15,567,067
Global Balanced.............       103,030      1,090,819        1,000,737
Mid Cap Growth..............       997,461     24,144,879       26,427,867
Large Cap Value.............       881,144     12,223,281       12,189,522
Money Market................     6,243,739     62,437,394       62,437,394
Mid Cap Value...............       466,477      5,938,149        7,184,523
Small/Mid Cap Growth........       838,364     12,758,593       13,434,978
Real Estate Equity..........     1,027,531     13,843,808       14,125,820
Growth & Income.............    52,508,595    781,278,745    1,023,259,688
Managed.....................    26,678,218    358,347,374      410,996,304
Short-Term Bond.............       111,464      1,096,747        1,088,934
Small Cap Equity............       458,183      5,245,734        5,404,005
International Opportunities.       440,808      6,251,196        5,917,002
Equity Index................     1,350,342     22,951,726       26,993,113
Global Bond.................       172,871      1,773,633        1,727,455
Turner Core Growth..........        19,381        448,471          480,459
Brandes International
 Equity.....................        42,271        525,746          653,092
Frontier Capital
 Appreciation...............        41,641        823,509        1,016,030
Emerging Markets Equity.....       128,874      1,317,802        1,189,041
International Opportunities
 II.........................        25,860        310,399          286,802
Bond Index..................        87,071        829,562          823,747
Small/Mid Cap Core..........        27,868        293,339          295,159
High Yield Bond.............        38,615        329,075          318,260
Clifton Enhanced Capital
 App........................           885         18,953           17,533
Aim V.I. Value..............         0.287             10                9
Fidelity VIP Growth.........         0.125              6                6
Fidelity Contrafund.........            --             --               --
Janus Aspen Global Tech.....           121          5,400            5,155
Janus Aspen
 Worldwide Gr...............           554          5,390            5,110
MFS New
 Discovery Series...........           427          8,115            7,850
Fundamental Growth..........            --             --               --
Core Bond...................            --             --               --
American Leaders Large
 Cap Value..................            --             --               --
Large Cap
 Aggressive Growth..........            --             --               --
Templeton International.....            --             --               --



                                       97


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED)--CONTINUED
4.  DETAILS OF INVESTMENTS (CONTINUED)

  Purchases, including reinvestment of dividend distributions, and proceeds from
sales of shares in the Portfolios of the Fund and of M Fund during 2000 were as
follows:




              PORTFOLIO                  PURCHASES       SALES
              ---------                 -----------  ------------
                                               
Large Cap Growth.....................   $19,723,408   $ 7,844,017
Active Bond..........................    18,574,025    18,239,873
International Equity Index...........    10,754,542     7,288,968
Small Cap Growth.....................     9,625,296     4,810,154
Global Balanced......................       223,702       300,260
Mid Cap Growth.......................    12,944,237     4,193,918
Large Cap Value......................     4,776,481     2,450,981
Money Market.........................    33,484,878    33,567,470
Mid Cap Value........................     2,622,367     1,809,547
Small/Mid Cap Growth.................     2,420,377     3,048,070
Real Estate Equity...................     6,306,868     5,932,736
Growth & Income......................    13,980,215    53,661,822
Managed..............................    12,842,692    23,264,222
Short-Term Bond......................       295,488       341,769
Small Cap Equity.....................     2,051,864     1,116,374
International Opportunities..........     7,054,343     5,744,208
Equity Index.........................     7,092,160     1,669,197
Global Bond..........................       466,410       646,690
Turner Core Growth...................       298,221       387,890
Brandes International Equity.........        93,206        27,282
Frontier Capital Appreciation........       419,266       226,648
Emerging Markets Equity..............     6,693,159     5,547,822
International Opportunities II.......       368,019       169,819
Bond Index...........................       473,412        51,591
Small/Mid Cap Core...................       520,317       334,319
High Yield Bond......................     1,585,215     1,338,221
Clifton Enhanced Capital App.........         4,954           914
Aim V.I. Value.......................            10            --
Fidelity VIP Growth..................             6            --
Fidelity Contrafund..................            --            --
Janus Aspen Global Tech..............         5,423            22
Janus Aspen Worldwide Gr.............         5,413            22
MFS New Discovery Series.............         8,149            33
Fundamental Growth...................            --            --
Core Bond............................            --            --
American Leaders Large Cap Value.....            --            --
Large Cap Aggressive Growth..........            --            --
Templeton International..............            --            --



                                       98


                 REPORT ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Policyholders of
John Hancock Variable Life Account U
  of John Hancock Variable Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Account U (the Account) (comprising, respectively, the
Large Cap Growth, Sovereign Bond, International Equity Index, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Small/Mid Cap Growth (formerly, Diversified Mid Cap Growth), Real Estate
Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Value,
International Opportunities, Equity Index, Global Bond (formerly, Strategic
Bond), Turner Core Growth, Brandes International Equity, Frontier Capital
Appreciation, Emerging Markets Equity, Global Equity, Bond Index, Small/Mid Cap
CORE, High Yield Bond and Enhanced U.S. Equity Subaccounts) as of December 31,
1999, and the related statements of operations and 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 auditing standards generally
accepted in the United States. 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 U at December 31,
1999, the results of their operations and the changes in their net assets for
each of the periods indicated, in conformity with accounting principles
generally accepted in the United States.

                                                               ERNST & YOUNG LLP
Boston, Massachusetts
February 11, 2000


                                       99


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1999



                                                                            INTERNATIONAL
                                                LARGE CAP      SOVEREIGN       EQUITY         SMALL CAP
                                                  GROWTH          BOND          INDEX          GROWTH
                                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
                                               ------------   ------------   ------------   ------------
                                                                                
ASSETS
Cash ........................................  $     18,374   $     31,159    $     3,363    $     1,196
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value ...................................   156,931,243    236,200,057     29,055,936     10,825,578
Policy loans and accrued interest
 receivable .................................    20,131,090     56,920,743      2,843,104             --
Receivable from:
 John Hancock Variable Series
 Trust I ....................................       166,807         45,107         32,276         20,662
 M Fund Inc. ................................            --             --             --             --
                                               ------------   ------------   ------------   ------------
Total assets ................................   177,247,514    293,197,066     31,934,679     10,847,436
LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ..........................       164,174         40,650         31,788         20,488
Asset charges payable .......................        21,008         35,617          3,852          1,370
                                               ------------   ------------   ------------   ------------
                                                    185,182         76,267         35,640         21,858
                                               ------------   ------------   ------------   ------------
Net assets ..................................  $177,062,332   $293,120,799    $31,899,039    $10,825,578
                                               ============   ============   ============   ============


                                               INTERNATIONAL    MID CAP        LARGE CAP       MONEY
                                                 BALANCED       GROWTH           VALUE         MARKET
                                                SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                               ------------   ------------   ------------   ------------
                                                                                
ASSETS
Cash ........................................  $        133   $      2,329    $     1,091    $     4,680
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value ...................................     1,177,232     20,852,255      9,553,293     62,519,986
Policy loans and accrued interest
 receivable .................................            --             --             --     14,118,655
Receivable from:
 John Hancock Variable Series Trust I .......           970        103,804          6,237        159,443
 M Fund Inc. ................................            --             --             --             --
                                               ------------   ------------    -----------    -----------
Total assets ................................     1,178,335     20,958,388      9,560,621     76,802,764
LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company ..........................           950        103,466          6,081        158,266
Asset charges payable .......................           153          2,667          1,247          5,857
                                               ------------   ------------    -----------    -----------
                                                      1,103        106,133          7,328        164,123
                                               ------------   ------------    -----------    -----------
Net assets ..................................  $  1,177,232   $ 20,852,255    $ 9,553,293    $76,638,641
                                               ============   ============    ===========    ===========



See accompanying notes.


                                      100


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1999


                                       SMALL/MID
                         MID CAP          CAP        REAL ESTATE     GROWTH &
                          VALUE          GROWTH        EQUITY         INCOME
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
                       ------------   ------------   ------------  -------------
ASSETS
Cash.................  $        589   $      1,386   $      1,428  $     132,575
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value...............     5,236,581     12,409,573     11,482,706  1,091,050,404
Policy loans and
 accrued interest
 receivable..........            --             --      1,895,766    187,689,150
Receivable from:
 John Hancock Variable
  Series Trust I.....        27,820         34,285          1,966        333,111
 M Fund Inc..........            --             --             --             --
                       ------------   ------------   ------------  -------------
Total assets.........     5,264,990     12,445,244     13,381,866  1,279,205,240
LIABILITIES
Payable to John
 Hancock Variable Life
 Insurance Company...        27,735         34,083          1,758        314,139
Asset charges payable           675          1,588          1,636        151,547
                       ------------   ------------   ------------ --------------
Total liabilities....        28,410         35,671          3,394        465,686
                       ------------   ------------   ------------ --------------
Net assets...........  $  5,236,580   $ 12,409,573   $ 13,378,472 $1,278,739,554
                       ============   ============   ============ ==============

                                       SHORT-TERM     SMALL CAP    INTERNATIONAL
                          MANAGED         BOND          VALUE      OPPORTUNITIES
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                       ------------   ------------   ------------   ------------
ASSETS
Cash.................  $     52,222    $       129   $        460   $        593
Investments in shares
 of portfolios of
 John Hancock
 Variable Series
 Trust I, at value...   422,672,470      1,129,483      4,111,416      5,310,586
Policy loans and
 accrued interest
 receivable..........    77,400,280             --             --             --
Receivable from:
 John Hancock
 Variable Series
 Trust I.............       123,268            218          2,954          5,072
 M Fund Inc..........            --             --             --             --
                       ------------   ------------   ------------   ------------
Total assets.........   500,248,240      1,129,830      4,114,830      5,316,251
LIABILITIES
Payable to John
 Hancock Variable
 Life Insurance
 Company.............       115,790            199          2,887          4,985
Asset charges
 payable.............        59,700            148            527            680
                       ------------   ------------   ------------   ------------
Total liabilities....       175,490            347          3,414          5,665
                       ------------   ------------   ------------   ------------
Net assets...........  $500,072,750   $  1,129,483   $  4,111,416   $  5,310,586
                       ============   ============   ============   ============

See accompanying notes.


                                      101


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1999


                                                        TURNER        BRANDES
                          EQUITY         GLOBAL          CORE      INTERNATIONAL
                           INDEX          BOND          GROWTH         EQUITY
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                       ------------   ------------   ------------   ------------
ASSETS
Cash.................  $      2,517   $        216   $         60   $         65
Investments in
 shares of portfolios
 of John Hancock
 Variable Series Trust
 I, at value.........    22,117,624      1,882,675             --             --
Investments in shares
 of portfolios of M
 Fund Inc., at value.            --             --        536,192        588,128
Policy loans and
 accrued interest
 receivable..........            --             --             --             --
Receivable from:
 John Hancock Variable
  Series Trust I.....        19,259             31             --             --
 M Fund Inc..........            --             --              9             10
                       ------------   ------------   ------------   ------------
Total assets.........    22,139,400      1,882,922        536,261        588,203
LIABILITIES
Payable to John
 Hancock Variable
 Life Insurance
 Company.............        18,897             --             --             --
Asset charges
 payable.............         2,879            247             69             75
                       ------------   ------------   ------------   ------------
Total liabilities....        21,776            247             69             75
                       ------------   ------------   ------------   ------------
Net assets...........  $ 22,117,624   $  1,882,675   $    536,192   $    588,128
                       ============   ============   ============   ============


                          FRONTIER      EMERGING
                          CAPITAL        MARKETS        GLOBAL
                       APPRECIATION      EQUITY         EQUITY       BOND INDEX
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                       ------------   ------------   ------------   ------------
ASSETS
Cash.................  $         80   $         43   $         12   $         45
Investments in shares
 of portfolios of
 John Hancock Variable
 Series Trust I,
 at value............            --        395,733        112,572        387,762
Investments in shares
 of portfolios of M
 Fund Inc., at
 value...............       728,674             --             --             --
Policy loans and
 accrued interest
 receivable..........            --             --             --             --
Receivable from:
 John Hancock Variable
  Series Trust I.....            --          2,536              2          1,123
 M Fund Inc..........            12             --             --             --
                       ------------   ------------   ------------   ------------
Total assets.........       728,766        398,312        112,586        388,930
LIABILITIES
Payable to John
 Hancock Variable
 Life Insurance
 Company.............            --          2,529             --          1,116
Asset charges
 payable.............            92             49             14             51
                       ------------   ------------   ------------   ------------
Total liabilities....            92          2,578             14          1,167
                       ------------   ------------   ------------   ------------
Net assets...........  $    728,674   $    395,734   $    112,572   $    387,763
                       ============   ============   ============   ============

See accompanying notes.


                                      102


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 1999


                                          SMALL/MID   HIGH YIELD    ENHANCED
                                           CAP CORE      BOND     U.S. EQUITY
                                          SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                                          ----------  ----------  ------------
ASSETS
Cash....................................     $     9     $    --       $     1
Investments in shares of portfolios of
 John Hancock Variable Series Trust I,
 at value...............................      99,481      90,611            --
Investments in shares of portfolios of M
 Fund Inc., at value....................          --          --        14,140
Policy loans and accrued interest
 receivable.............................          --          --            --
Receivable from:
 John Hancock Variable Series Trust I...      16,714       1,478            --
 M Fund Inc.............................          --          --            --
                                             -------     -------       -------
Total assets............................     116,204      92,089        14,141
LIABILITIES
Payable to John Hancock Variable Life
 Insurance Company......................      16,712       1,477            --
Asset charges payable...................          11          11             2
                                             -------     -------       -------
Total liabilities.......................      16,723       1,488             2
                                             -------     -------       -------
Net assets..............................     $99,481     $90,601       $14,139
                                             =======     =======       =======

See accompanying notes.


                                      103


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                            STATEMENT OF OPERATIONS

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                  LARGE CAP GROWTH SUBACCOUNT              SOVEREIGN BOND SUBACCOUNT
                                             -------------------------------------  --------------------------------------
                                                1999         1998         1997          1999         1998          1997
                                             -----------  -----------  -----------  ------------  -----------  -----------
                                                                                              
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I.................................   $24,007,195  $11,641,271  $ 7,675,850  $ 17,792,726  $19,685,096  $17,409,990
 M Fund Inc...............................            --           --           --            --           --           --
Interest income on policy loans...........     1,211,333    1,008,607      875,892     4,084,783    4,027,376    3,926,698
                                             -----------  -----------  -----------  ------------  -----------  -----------
Total investment income...................    25,218,528   12,649,878    8,551,742    21,877,509   23,712,472   21,336,688
Expenses:
 Mortality and expense risks..............       828,714      624,665      480,057     1,643,861    1,624,615    1,514,127
                                             -----------  -----------  -----------  ------------  -----------  -----------
Net investment income.....................    24,389,814   12,025,213    8,071,685    20,233,648   22,087,857   19,822,561
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain........................     4,239,424    3,520,199    4,216,904       192,098    1,600,539    1,088,488
 Net unrealized appreciation (depreciation)
  during the period.......................     1,727,703   18,509,310    7,920,403   (20,304,536)  (2,317,324)   2,987,952
                                             -----------  -----------  -----------  ------------   ----------   ---------
Net realized and unrealized gain (loss) on
 investments..............................     5,967,127   22,029,509   12,137,307   (20,112,438)    (716,785)   4,076,440
                                             -----------  -----------  -----------  ------------   ----------   ----------
Net increase in net assets resulting from
 operations...............................   $30,356,941  $34,054,722  $20,208,992  $    121,210  $21,371,072  $23,899,001
                                             ===========  ===========  ===========  ============  ===========  ===========


                                             INTERNATIONAL EQUITY INDEX SUBACCOUNT        SMALL CAP GROWTH SUBACCOUNT
                                             -------------------------------------   -------------------------------------
                                                 1999        1998          1997         1999          1998         1997
                                             -----------  -----------  -----------   -----------  -----------  -----------
                                                                                            
Investment income:
Distributions received
 from:
 John Hancock Variable Series
  Trust I.................................   $   917,904  $ 3,394,842  $   840,616   $ 1,272,230  $        --  $       976
 M Fund Inc...............................            --           --           --            --           --           --
Interest income on policy loans...........       179,345      170,285      170,905            --           --           --
                                             -----------  -----------  -----------   -----------  -----------  -----------
Total investment income...................     1,097,249    3,565,127    1,011,521     1,272,230           --          976
Expenses:
 Mortality and expense risks..............       147,126      124,891      107,415        37,386       20,335       11,175
                                             -----------  -----------  -----------   -----------  -----------  -----------
Net investment income (loss)..............       950,123    3,440,236      904,106     1,234,844      (20,335)     (10,199)
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain........................       168,248     148,419       209,781       491,241       55,393       34,153
 Net unrealized appreciation
  (depreciation) during the period........     5,712,567      105,161   (2,036,425)    2,317,857      518,731      226,085
                                             -----------  -----------  -----------   -----------  -----------  -----------
Net realized and unrealized gain
 (loss) on investments....................     5,880,815      253,580   (1,826,644)    2,809,098      574,124      260,238
                                             -----------  -----------  -----------   -----------  -----------  -----------
Net increase (decrease) in net
 assets resulting from operations.........   $ 6,830,938  $ 3,693,816  $  (922,538)  $ 4,043,942  $   553,789  $   250,039
                                             ===========  ===========  ===========   ===========  ===========  ===========


See accompanying notes.


                                      104


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,





                         INTERNATIONAL BALANCED SUBACCOUNT         MID CAP GROWTH SUBACCOUNT
                        ------------------------------------   ----------------------------------
                            1999         1998        1997         1999        1998        1997
                        -----------  -----------  ----------   ----------  ----------  ----------
                                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I.....   $    99,184  $   57,587   $   30,867   $2,117,559   $ 461,919  $       --
 M Fund Inc..........            --          --           --           --          --          --
Interest income on
 policy loans........            --          --           --           --          --          --
                        -----------  -----------  ----------   ----------  ----------  ----------
Total investment
 income..............        99,184       57,587      30,867    2,117,559     461,919          --
Expenses:
 Mortality and expense
  risks..............         6,368        4,696       2,758       58,898      16,758       5,801
                        -----------  -----------  ----------   ----------  ----------  ----------
Net investment income
 (loss)..............        92,816       52,891      28,109    2,058,661     445,161      (5,801)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss).............         4,711       (4,506)     12,000      773,222      73,958         394
 Net unrealized
  appreciation
  (depreciation)
  during the period..       (38,997)      78,455     (41,999)   6,801,000     647,137     199,441
                        -----------  -----------  ----------   ----------  ----------  ----------
Net realized and
 unrealized gain
 (loss) on
 investments.........       (34,286)      73,949     (29,999)   7,574,222     721,095     199,835
                        -----------  -----------  ----------   ----------  ----------  ----------
Net increase
 (decrease) in net
 assets resulting from
 operations..........   $    58,530  $   126,840  $   (1,890)  $9,632,883  $1,166,256  $  194,034
                        ===========  ===========  ==========   ==========  ==========  ==========


                          LARGE CAP VALUE SUBACCOUNT           MONEY MARKET SUBACCOUNT
                        --------------------------------  ------------------------------------
                          1999        1998        1997       1999        1998         1997
                        ----------  ----------  --------  ----------  ----------  ------------
                                                                
Investment income:
Distributions received
 from:
 John Hancock
 Variable Series
 Trust I.............   $   648,532  $   433,626  $  266,440   $2,943,852  $2,888,490  $2,746,662
 M Fund Inc..........            --           --          --           --          --          --
Interest income on
 policy loans........            --           --          --      985,509     973,241     957,390
                        -----------  -----------  ----------   ----------  ----------  ----------
Total investment
 income..............       648,532      433,626     266,440    3,929,361   3,861,731   3,704,052
Expenses:
 Mortality and expense
  risks..............        54,610       44,753      25,295      411,487     380,002     361,409
                        -----------  -----------  ----------   ----------  ----------  ----------
Net investment income       593,922      388,873     241,145    3,517,874   3,481,729   3,342,643
Net realized and
 unrealized gain
 (loss) on
 investments:
Net realized gain....       165,556      673,582     217,073           --          --          --
Net unrealized
 appreciation
 (depreciation)
 during the  period..      (569,216)    (479,093)    532,936           --          --          --
                        -----------  -----------  ----------   ----------  ----------  ----------
Net realized and
 unrealized gain
 (loss) on
 investments.........      (403,660)     194,489     750,009           --          --          --
                        -----------  -----------  ----------   ----------  ----------  ----------
Net increase in net
 assets resulting from
 operations..........   $   190,262  $   583,362  $  991,154   $3,517,874  $3,481,729  $3,342,643
                        ===========  ===========  ==========   ==========  ==========  ==========


See accompanying notes.


                                      105


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,





                                                    MID CAP VALUE SUBACCOUNT                SMALL/MID CAP GROWTH SUBACCOUNT
                                             ---------------------------------------  ------------------------------------------
                                                1999          1998           1997          1999           1998           1997
                                             ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I.................................   $     31,306  $     40,338  $    178,590  $  1,903,687  $    217,686  $  1,022,881
 M Fund Inc...............................             --            --            --            --            --            --
Interest income on policy loans...........             --            --            --            --            --            --
                                             ------------  ------------  ------------  ------------  ------------  ------------
Total investment income...................         31,306        40,338       178,590     1,903,687       217,686     1,022,881
Expenses:
 Mortality and expense risks..............         29,798        23,760         6,329        69,847        63,334        54,469
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net investment income.....................          1,508        16,578       172,261     1,833,840       154,352       968,412
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss).................       (241,740)     (422,902)      121,152       (13,020)       56,968       533,297
 Net unrealized appreciation (depreciation)
  during the period.......................        469,537      (260,362)      (86,033)   (1,274,161)      334,213    (1,073,252)
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain (loss) on
 investments..............................        227,797      (683,264)       35,119    (1,287,181)      391,181      (539,955)
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease) in net assets
 resulting from operations................   $    229,305  $   (666,686) $    207,380  $    546,659  $    545,533  $    428,457
                                             ============  ============  ============  ============  ============  ============


                                                  REAL ESTATE EQUITY SUBACCOUNT               GROWTH & INCOME SUBACCOUNT
                                             ----------------------------------------  ----------------------------------------
                                                 1999          1998          1997          1999          1998          1997
                                             ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I.................................   $    771,050  $    817,633  $    957,079  $124,750,392  $ 96,326,313  $ 99,799,718
 M Fund Inc...............................             --            --            --            --            --            --
Interest income on policy loans...........        131,461       145,212       140,517    12,877,539    11,727,553    10,448,315
                                             ------------  ------------  ------------  ------------  ------------  ------------
Total investment income...................        902,511       962,845     1,097,596   137,627,931   108,053,866   110,248,033
Expenses:
 Mortality and expense risks..............         78,893        86,610        76,454     6,531,512     5,589,689     4,658,703
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net investment income.....................        823,618       876,235     1,021,142   131,096,419   102,464,177   105,589,330
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain........................        123,591       442,876       551,925    22,802,197    22,835,488    16,543,458
 Net unrealized appreciation (depreciation)
  during the period.......................     (1,106,755)   (3,720,942)      447,661     7,687,109   112,457,395    67,250,127
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain (loss) on
 investments..............................       (983,164)   (3,278,066)      999,586    30,489,306   135,292,883    83,793,585
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease) in net assets
 resulting from operations................   $   (159,546) $ (2,401,831) $  2,020,728  $161,585,725  $237,757,060  $189,382,915
                                             ============  ============  ============  ============  ============  ============


See accompanying notes.


                                      106


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                        MANAGED SUBACCOUNT                   SHORT-TERM BOND SUBACCOUNT
                                             ----------------------------------------  ----------------------------------------
                                                 1999          1998          1997          1999          1998          1997
                                             ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I ................................   $ 39,951,885  $ 37,907,821   $32,757,460   $    53,689   $    31,261  $     22,079
 M Fund Inc. .............................             --            --            --            --            --            --
Interest income on policy loans ..........      5,217,121     4,949,021     4,669,363            --            --            --
                                             ------------  ------------  ------------  ------------  ------------  ------------
Total investment income ..................     45,169,006    42,856,842    37,426,823        53,689        31,261        22,079
Expenses:
 Mortality and expense risks .............      2,636,085     2,381,406     2,111,314         5,065         3,052         2,202
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net investment income ....................     42,532,921    40,475,436    35,315,509        48,624        28,209        19,877
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ................      5,060,826     5,853,076     5,663,060        (3,107)        2,008           235
 Net unrealized appreciation
  (depreciation) during the period .......     (9,288,287)   24,834,482    16,843,903       (23,648)       (5,287)        1,405
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain
 (loss) on investments ...................     (4,227,461)   30,687,558    22,506,963       (26,755)       (3,279)        1,640
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net increase in net assets resulting from
 operations ..............................   $ 38,305,460  $ 71,162,994  $ 57,822,472  $     21,869  $     24,930  $     21,517
                                             ============  ============  ============  ============  ============  ============


                                                     SMALL CAP VALUE SUBACCOUNT         INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                                             ----------------------------------------  ----------------------------------------
                                                 1999          1998          1997          1999          1998           1997
                                             ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I ................................   $     97,290  $     24,781  $    256,363  $    354,646  $     27,799  $     35,111
 M Fund Inc. .............................             --            --            --            --            --            --
Interest income on policy loans ..........             --            --            --            --            --            --
                                             ------------  ------------  ------------  ------------  ------------  ------------
Total investment income ..................         97,290        24,781       256,363       354,646        27,799        35,111
Expenses:
 Mortality and expense risks .............         24,661        23,711        10,530        24,257        19,481        11,575
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net investment income ....................         72,629         1,070       245,833       330,389         8,318        23,536
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ................       (217,582)       61,917       129,604       123,861        64,757        78,058
 Net unrealized appreciation
  (depreciation) during the period .......        (40,472)     (364,339)      (32,439)      839,140       339,709      (141,034)
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net realized and unrealized gain
 (loss) on investments ...................       (258,054)     (302,422)       97,165       963,001       404,466       (62,976)
                                             ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease) in net
 assets resulting from operations ........   $   (185,425) $   (301,352) $    342,998  $  1,293,390  $    412,784  $    (39,440)
                                             ============  ============  ============  ============  ============  ============


See accompanying notes.


                                      107


                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                             EQUITY INDEX SUBACCOUNT           GLOBAL BOND SUBACCOUNT
                        ----------------------------------  ----------------------------
                           1999        1998        1997       1999       1998      1997
                        ----------  ----------  ----------  ----------  -------  ----------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series
  Trust I.............. $  921,698  $  367,284  $  220,686  $  91,316   $62,244   $84,597
 M Fund Inc. ..........         --          --          --         --        --        --
Interest income on
 policy loans..........         --          --          --         --        --        --
                        ----------  ----------  ----------  ---------   -------   -------
Total investment
 income................    921,698     367,284     220,686     91,316    62,244    84,597
Expenses:
 Mortality and expense
  risks................    103,983      60,274      28,637      9,736     7,516     5,827
                        ----------  ----------  ----------  ---------   -------   -------
Net investment income..    817,715     307,010     192,049     81,580    54,728    78,770
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain
  (loss)...............    471,802     132,619      38,987     (1,996)   32,917     5,891
 Net unrealized
  appreciation
  (depreciation)
  during the period....  2,019,913   2,082,107   1,193,531   (126,001)   11,342    (3,195)
                        ----------  ----------  ----------  ---------   -------   -------
Net realized and
 unrealized gain
 (loss) on
 investments...........  2,491,715   2,214,726   1,232,518   (127,997)   44,259     2,696
                        ----------  ----------  ----------  ---------   -------   -------
Net increase
 (decrease) in net
 assets resulting from
 operations............ $3,309,430  $2,521,736  $1,424,567  $ (46,417)  $98,987   $81,466
                        ==========  ==========  ==========  =========   =======   =======







                         TURNER CORE GROWTH SUBACCOUNT    BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                        ------------------------------    ----------------------------------------
                           1999       1998       1997         1999           1998          1997
                        ----------  ---------  ---------  -------------  ------------  -------------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series
  Trust I..............  $     --    $    --    $    --     $     --       $    --        $   --
 M Fund Inc. ..........    38,038      5,535     11,090       18,453        13,237         2,278
Interest income on
 policy loans..........        --         --         --           --            --            --
                         --------    -------    -------     --------       -------        ------
Total investment
 income................    38,038      5,535     11,090       18,453        13,237         2,278
Expenses:
 Mortality and expense
  risks................     2,102      1,022        505        1,904         1,143           746
                         --------    -------    -------     --------       -------        ------
Net investment income..    35,936      4,513     10,585       16,549        12,094         1,532
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gain.....    44,245     14,364      3,166        7,704         1,184           133
 Net unrealized
  appreciation during
  the period...........    37,727     49,605     12,370      119,400        15,813         2,674
                         --------    -------    -------     --------       -------        ------
Net realized and
 unrealized gain on
 investments...........    81,972     63,969     15,536      127,104        16,997         2,807
                         --------    -------    -------     --------       -------        ------
Net increase in net
 assets resulting from
 operations............  $117,908    $68,482    $26,121     $143,653       $29,091        $4,339
                         ========    =======    =======     ========       =======        ======




See accompanying notes.

                                       108



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENT OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                   FRONTIER CAPITAL APPRECIATION    EMERGING MARKETS EQUITY         GLOBAL
                                                            SUBACCOUNT                    SUBACCOUNT          EQUITY SUBACCOUNT
                                                  ------------------------------   ------------------------   ------------------
                                                    1999       1998        1997        1999         1998*       1999      1998*
                                                  --------   --------    -------     --------       -------   -------    -------
                                                                                                   
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I..........   $     --   $           $    --     $ 13,510       $   1     $   508    $     1
 M Fund Inc. ..................................     20,787      1,888      8,986           --          --          --         --
Interest income on policy loans................         --         --         --           --          --          --         --
                                                  --------   --------    -------     --------       -----     -------    -------
Total investment income........................     20,787      1,888      8,986       13,510           1         508          1
Expenses:
 Mortality and expense risks...................      3,019      2,096      1,464          720          --         267         --
                                                  --------   --------    -------     --------       -----     -------    -------
Net investment income (loss)...................     17,768       (208)     7,522       12,790           1         241          1
Net realized and unrealized gain on investments:
 Net realized gain.............................     22,678     12,123      9,048        5,339          --         602          1
 Net unrealized appreciation (depreciation)
  during the period............................    164,599    (17,930)    40,541       86,570          10      13,424         45
                                                  --------   --------    -------     --------       -----     -------    -------
Net realized and unrealized gain (loss) on
 investments...................................    187,277     (5,807)    49,589       91,909          10      14,026         46
                                                  --------   --------    -------     --------       -----     -------    -------
Net increase (decrease) in net assets resulting
 from operations...............................   $205,045   $ (6,015)   $57,111     $104,699       $  11     $14,267    $    47
                                                  ========   ========    =======     ========       =====     =======    =======




                                                    SMALL/MID                          ENHANCED
                                                    CAP CORE        HIGH YIELD        U.S. EQUITY
                        BOND INDEX SUBACCOUNT      SUBACCOUNT     BOND SUBACCOUNT     SUBACCOUNT
                        -----------------------  ---------------  ----------------  --------------
                           1999         1998*     1999    1998*    1999     1998*       1999**
                        ------------  ---------  ------  -------  --------  ------  --------------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I.......  $ 17,417      $ 149     $6,810  $    --     $2,748    $ 19       $   --
 M Fund Inc. ..........        --         --         --       --                           1,117
Interest income on
 policy loans..........        --         --         --       --         --      --           --
                         --------      -----     ------  -------     ------    ----       ------
Total investment
 income................    17,417        149      6,810               2,748      19        1,117
Expenses:
 Mortality and expense
  risks................     1,565          3        178       --        206       1            4
                         --------      -----     ------  -------     ------    ----       ------
Net investment income..    15,852        146      6,632       --      2,542      18        1,113
Net realized and
 unrealized gain (loss)
 on investments........

 Net realized gain
  (loss)...............    (1,422)        (1)       252       --       (186)     --           91
 Net unrealized
  appreciation
  (depreciation)
  during the period....   (22,820)      (196)     3,005        6       (511)    (26)        (879)
                         --------      -----     ------  -------     ------    ----       ------
Net realized and
 unrealized gain (loss)
 on investments........   (24,242)      (197)     3,257        6       (697)    (26)        (788)
                         --------      -----     ------  -------     ------    ----       ------
Net increase (decrease)
 in net assets
 resulting from
 operations............  $ (8,390)     $ (51)    $9,889  $     6     $1,845    $ (8)      $  325
                         ========      =====     ======  =======     ======    ====       ======




- ---------
* From May 1, 1998 (commencement of operations).
** From March 9, 1999 (commencement of operations).

See accompanying notes.

                                       109



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                      STATEMENTS OF CHANGES IN NET ASSETS

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                               LARGE CAP GROWTH SUBACCOUNT                   SOVEREIGN BOND SUBACCOUNT
                                        ------------------------------------------   -------------------------------------------
                                            1999           1998           1997           1999           1998            1997
                                        ------------   ------------   ------------   ------------   ------------    ------------
                                                                                                 
Increase (decrease) in net assets from
 operations:
 Net investment income................. $ 24,389,814   $ 12,025,213   $  8,071,685   $ 20,233,648   $ 22,087,857    $ 19,822,561
 Net realized gains....................    4,239,424      3,520,199      4,216,904        192,098      1,600,539       1,088,488
 Net unrealized appreciation
  (depreciation) during the period.....    1,727,703     18,509,310      7,920,403    (20,304,536)    (2,317,324)      2,987,952
                                        ------------   ------------   ------------   ------------   ------------    ------------
Net increase in net assets resulting
 from operations.......................   30,356,941     34,054,722     20,208,992        121,210     21,371,072      23,899,001
From policyholder transactions:
 Net premiums from policyholders.......   37,307,814     21,681,632     18,819,133     26,114,799     32,901,747      31,136,450
 Net benefits to policyholders.........  (25,817,420)   (21,510,240)   (19,915,971)   (35,577,616)   (39,577,750)    (39,506,771)
 Net increase (decrease) in policy
  loans................................           --      2,561,877        (41,068)            --      1,607,456       1,612,490
                                        ------------   ------------   ------------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions..........................   11,490,394      2,733,269     (1,137,906)    (9,462,817)    (5,068,547)     (6,757,831)
                                        ------------   ------------   ------------   ------------   ------------    ------------
Net increase (decrease) in net assets..   41,847,335     36,787,991     19,071,086     (9,341,607)    16,302,525      17,141,170
Net assets at beginning of
 period................................  135,214,997     98,427,006     79,355,920    302,462,406    286,159,881     269,018,711
                                        ------------   ------------   ------------   ------------   ------------    ------------
Net assets at end of period............ $177,062,332   $135,214,997   $ 98,427,006   $293,120,799   $302,462,406    $286,159,881
                                        ============   ============   ============   ============   ============    ============







                                         INTERNATIONAL EQUITY INDEX SUBACCOUNT         SMALL CAP GROWTH SUBACCOUNT
                                        ---------------------------------------   --------------------------------------
                                           1999          1998          1997          1999          1998          1997
                                        -----------   -----------   -----------   -----------   ----------    ----------
                                                                                           
Increase (decrease) in net assets from
 operations:
 Net investment income (loss).......... $   950,123   $ 3,440,236   $   904,106   $ 1,234,844   $  (20,335)   $  (10,199)
 Net realized gains....................     168,248       148,419       209,781       491,241       55,393        34,153
 Net unrealized appreciation
  (depreciation) during the period.....   5,712,567       105,161    (2,036,425)    2,317,857      518,731       226,085
                                        -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets
 resulting from operations.............   6,830,938     3,693,816      (922,538)    4,043,942      553,789       250,039
From policyholder transactions:
 Net premiums from policyholders.......   7,373,967     6,549,988     6,398,146     4,316,218    2,382,203     1,906,439
 Net benefits to policyholders.........  (6,834,914)   (5,210,982)   (4,052,306)   (2,206,402)    (998,381)     (626,114)
 Net increase in policy loans..........          --        86,200        41,466            --           --            --
                                        -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets resulting
 from policyholder transactions........     539,053     1,425,206     2,387,306     2,109,816    1,383,822     1,280,325
                                        -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets.............   7,369,991     5,119,022     1,464,768     6,153,758    1,937,611     1,530,364
Net assets at beginning of
 period................................  24,529,048    19,410,026    17,945,258     4,671,820    2,734,209     1,203,845
                                        -----------   -----------   -----------   -----------   ----------    ----------
Net assets at end of period............ $31,899,039   $24,529,048   $19,410,026   $10,825,578   $4,671,820    $2,734,209
                                        ===========   ===========   ===========   ===========   ==========    ==========




See accompanying notes.

                                      110



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                               INTERNATIONAL BALANCED SUBACCOUNT              MID CAP GROWTH SUBACCOUNT
                                            ---------------------------------------   -------------------------------------------
                                               1999          1998          1997           1999           1998            1997
                                            -----------   -----------   -----------   ------------   ------------    ------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)............   $    92,816   $    52,891   $    28,109   $  2,058,661   $    445,161    $     (5,801)
 Net realized gains (losses).............         4,711        (4,506)       12,000        773,222         73,958             394
 Net unrealized appreciation
  (depreciation) during the period.......       (38,997)       78,455       (41,999)     6,801,000        647,137         199,441
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations...............        58,530       126,840        (1,890)     9,632,883      1,166,256         194,034
From policyholder transactions:
 Net premiums from policyholders.........       377,958       341,482       602,033      8,941,124      3,164,065       1,031,218
 Net benefits to policyholders...........      (131,331)     (310,766)     (102,953)    (2,937,257)      (612,975)       (294,344)
 Net increase in policy loans............            --            --            --             --             --              --
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets resulting from
 policyholder transactions...............       246,627        30,716       499,080      6,003,867      2,551,090         736,874
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets...............       305,157       157,556       497,190     15,636,750      3,717,346         930,908
Net assets at beginning of period........       872,075       714,519       217,329      5,215,505      1,498,159         567,251
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period..............   $ 1,177,232   $   872,075   $   714,519   $ 20,852,255   $  5,215,505    $  1,498,159
                                            ===========   ===========   ===========   ============   ============    ============







                                                  LARGE CAP VALUE SUBACCOUNT                   MONEY MARKET SUBACCOUNT
                                            ---------------------------------------   -------------------------------------------
                                               1999          1998          1997           1999           1998            1997
                                            -----------   -----------   -----------   ------------   ------------    ------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income...................   $   593,922   $   388,873   $   241,145   $  3,517,874   $  3,481,729    $  3,342,641
 Net realized gains......................       165,556       673,582       217,073             --             --              --
 Net unrealized appreciation
  (depreciation) during the period.......      (569,216)     (479,093)      532,936             --             --              --
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets resulting from
 operations..............................       190,262       583,362       991,154      3,517,874      3,481,729       3,342,641
From policyholder transactions:
 Net premiums from policyholders.........     3,166,658     4,214,076     3,739,319     33,694,123     24,612,731      19,023,054
 Net benefits to policyholders...........    (1,903,017)   (3,212,048)   (1,140,574)   (30,672,090)   (24,024,723)    (20,817,572)
 Net increase in policy loans............            --            --            --             --        421,166         390,775
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions............................     1,263,641     1,002,028     2,598,745      3,022,033      1,009,174      (1,403,743)
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net increase in net assets...............     1,453,903     1,585,390     3,589,899      6,539,907      4,490,903       1,938,898
Net assets at beginning of period........     8,099,390     6,514,000     2,924,101     70,098,734     65,607,831      63,668,933
                                            -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period..............   $ 9,553,293   $ 8,099,390   $ 6,514,000   $ 76,638,641   $ 70,098,734    $ 65,607,831
                                            ===========   ===========   ===========   ============   ============    ============




See accompanying notes.

                                       111



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                MID CAP VALUE SUBACCOUNT                  SMALL/MID CAP GROWTH SUBACCOUNT
                                         ---------------------------------------   ----------------------------------------------
                                            1999          1998          1997           1999            1998             1997
                                         -----------   -----------   -----------   -------------   -------------    -------------
                                                                                                 
Increase (decrease) in net assets from
 operations:
 Net investment income................   $     1,508   $    16,578   $   172,261   $   1,833,840   $     154,352    $     968,412
 Net realized gains (losses)..........      (241,740)     (422,902)      121,152         (13,020)         56,968          533,297
 Net unrealized appreciation
  (depreciation) during the period....       469,537      (260,362)      (86,033)     (1,274,161)        334,213       (1,073,252)
                                         -----------   -----------   -----------   -------------   -------------    -------------
Net increase (decrease) in net assets
 resulting from operations............       229,305      (666,686)      207,380         546,659         545,533          428,457
From policyholder transactions:
 Net premiums from policyholders......     1,886,594     5,997,691     2,070,644       3,493,643       3,953,326        6,338,416
 Net benefits to policyholders........    (1,745,112)   (2,912,034)     (190,430)     (3,105,108)     (3,311,846)      (3,379,629)
 Net increase in policy loans.........            --            --            --              --              --               --
                                         -----------   -----------   -----------   -------------   -------------    -------------
Net increase in net assets resulting
 from policyholder transactions.......       141,482     3,085,657     1,880,214         388,535         641,480        2,958,787
                                         -----------   -----------   -----------   -------------   -------------    -------------
Net increase in net assets............       370,787     2,418,971     2,087,594         935,194       1,187,013        3,387,244
Net assets at beginning of period.....     4,865,793     2,446,822       359,228      11,474,379      10,287,366        6,900,122
                                         -----------   -----------   -----------   -------------   -------------    -------------
Net assets at end of period...........   $ 5,236,580   $ 4,865,793   $ 2,446,822   $  12,409,573   $  11,474,379    $  10,287,366
                                         ===========   ===========   ===========   =============   =============    =============







                                            REAL ESTATE EQUITY SUBACCOUNT                  GROWTH & INCOME SUBACCOUNT
                                       ---------------------------------------   ------------------------------------------------
                                          1999          1998          1997            1999             1998             1997
                                       -----------   -----------   -----------   --------------   --------------    -------------
                                                                                                 
Increase (decrease) in net assets
 from operations:
 Net investment income................ $   823,618   $   876,235   $ 1,021,142   $  131,096,419   $  102,464,177    $ 105,589,330
 Net realized gains...................     123,591       442,876       551,925       22,802,197       22,835,488       16,543,458
 Net unrealized appreciation
  (depreciation) during the period....  (1,106,755)   (3,720,942)      447,661        7,687,109      112,457,395       67,250,127
                                       -----------   -----------   -----------   --------------   --------------    -------------
Net increase (decrease) in net assets
 resulting from operations............    (159,546)   (2,401,831)    2,020,728      161,585,725      237,757,060      189,382,915
From policyholder transactions:
 Net premiums from policyholders......   2,304,591     6,295,255     7,786,904      101,973,160       92,955,980       86,308,294
 Net benefits to policyholders........  (3,311,591)   (5,507,305)   (5,481,110)    (133,701,210)    (134,661,151)    (115,839,460)
 Net increase (decrease) in policy
  loans...............................          --       (83,216)      265,517               --       18,165,114       18,568,293
                                       -----------   -----------   -----------   --------------   --------------    -------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions.........................  (1,007,000)      704,734     2,571,311      (31,728,050)     (23,540,057)     (10,962,873)
                                       -----------   -----------   -----------   --------------   --------------    -------------
Net increase (decrease) in net assets   (1,166,546)   (1,697,097)    4,592,039      129,857,675      214,217,003      178,420,042
Net assets at beginning of period.....  14,545,018    16,242,115    11,650,076    1,148,881,879      934,664,876      756,244,834
                                       -----------   -----------   -----------   --------------   --------------    -------------
Net assets at end of period........... $13,378,472   $14,545,018   $16,242,115   $1,278,739,554   $1,148,881,879    $ 934,664,876
                                       ===========   ===========   ===========   ==============   ==============    =============




See accompanying notes.

                                      112



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                     MANAGED SUBACCOUNT                    SHORT-TERM BOND SUBACCOUNT
                                         ------------------------------------------   ---------------------------------------
                                             1999           1998           1997          1999           1998          1997
                                         ------------   ------------   ------------   -----------   -----------    ----------
                                                                                               
Increase (decrease) in net assets from
 operations:
 Net investment income................   $ 42,532,921   $ 40,475,436   $ 35,315,509   $    48,624   $    28,209    $   19,877
 Net realized gains (losses)..........      5,060,826      5,853,076      5,663,060        (3,107)        2,008           235
 Net unrealized appreciation
  (depreciation) during the period....     (9,288,287)    24,834,482     16,843,903       (23,648)       (5,287)        1,405
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations............     38,305,460     71,162,994     57,822,472        21,869        24,930        21,517
From policyholder transactions:
 Net premiums from policyholders......     44,546,082     40,631,684     40,318,523       690,849       435,150       278,114
 Net benefits to policyholders........    (55,332,758)   (55,447,667)   (54,498,285)     (178,124)     (274,762)     (218,771)
 Net increase in policy loans.........             --      5,379,590      4,761,829            --            --            --
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions.........................    (10,786,676)    (9,436,393)    (9,417,933)      512,725       160,388        59,343
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase in net assets............     27,518,784     61,726,601     48,404,539       534,594       185,318        80,860
Net assets at beginning of period.....    472,553,966    410,827,365    362,422,826       594,889       409,571       328,711
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net assets at end of period...........   $500,072,750   $472,553,966   $410,827,365   $ 1,129,483   $   594,889    $  409,571
                                         ------------   ------------   ------------   -----------   -----------    ----------


                                                SMALL CAP VALUE SUBACCOUNT            INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                                         ------------------------------------------   ---------------------------------------
                                             1999           1998           1997          1999          1998           1997
                                         ------------   ------------   ------------   -----------   -----------    ----------
                                                                                               
Increase (decrease) in net assets from
 operations:
 Net investment income................   $     72,629   $      1,070   $    245,833   $   330,389   $     8,318    $  23,536
 Net realized gains (losses)..........       (217,582)        61,917        129,604       123,861        64,757       78,058
 Net unrealized appreciation
  (depreciation) during the period....        (40,472)      (364,359)       (32,439)      839,140       339,709     (141,034)
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations............       (185,425)      (301,372)       342,998     1,293,390       412,784      (39,440)
From policyholder transactions:
 Net premiums from policyholders......      1,446,109      2,644,808      2,466,836     1,632,955     2,203,753    1,969,364
 Net benefits to policyholders........     (1,547,128)    (1,288,464)      (358,679)   (1,315,539)   (1,443,700)    (709,490)
 Net increase in policy loans.........             --             --             --            --            --           --
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions.........................       (101,019)     1,356,344      2,108,157       317,416       760,053    1,259,874
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net increase (decrease) in net assets        (286,444)     1,054,972      2,451,155     1,610,806     1,172,837     1,220,434
Net assets at beginning of period.....      4,397,860      3,342,888        891,733     3,699,780     2,526,943     1,306,509
                                         ------------   ------------   ------------   -----------   -----------    ----------
Net assets at end of period...........   $  4,111,416   $  4,397,860   $  3,342,888   $ 5,310,586   $ 3,699,780    $2,526,943
                                         ============   ============   ============   ===========   ===========    ==========




See accompanying notes.

                                     113



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                         EQUITY INDEX SUBACCOUNT                  GLOBAL BOND SUBACCOUNT
                                                  --------------------------------------   -------------------------------------
                                                     1999          1998          1997         1999         1998           1997
                                                  ------------  ------------  -----------  -----------  ------------  -------------
                                                                                                    
Increase (decrease) in net assets from
 operations:
 Net investment income.........................   $   817,715   $   307,010   $  192,049   $   81,580   $    54,728    $   78,770
 Net realized gains (losses)...................       471,802       132,619       38,987       (1,996)       32,917         5,891
 Net unrealized appreciation (depreciation)
  during the period............................     2,019,913     2,082,107    1,193,531     (126,001)       11,342        (3,195)
                                                  -----------   -----------   ----------   ----------   -----------    ----------
Net increase (decrease) in net assets resulting
 from operations...............................     3,309,430     2,521,736    1,424,567      (46,417)       98,987        81,466
From policyholder transactions:
 Net premiums from policyholders...............     7,762,529     4,632,113    6,068,371    1,115,699       798,933       807,985
 Net benefits to policyholders.................    (2,563,485)   (1,120,852)    (260,531)    (292,075)   (1,158,109)     (201,240)
 Net increase in policy loans..................            --            --           --           --            --            --
                                                  -----------   -----------   ----------   ----------   -----------    ----------
Net increase (decrease) in net assets resulting
 from policyholder transactions................     5,199,044     3,511,261    5,807,840      823,624      (359,176)      606,745
                                                  -----------   -----------   ----------   ----------   -----------    ----------
Net increase (decrease) in net assets..........     8,508,474     6,032,997    7,232,407      777,207      (260,189)      688,211
Net assets at beginning of period..............    13,609,150     7,576,153      343,746    1,105,468     1,365,657       677,446
                                                  -----------   -----------   ----------   ----------   -----------    ----------
Net assets at end of period....................   $22,117,624   $13,609,150   $7,576,153   $1,882,675   $ 1,105,468    $1,365,657
                                                  ===========   ===========   ==========   ==========   ===========    ==========




                                                   TURNER CORE  GROWTH SUBACCOUNT    BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                                                   -------------------------------   ----------------------------------------
                                                     1999        1998       1997        1999          1998           1997
                                                   ----------  ---------  ---------  ------------  ------------  --------------
                                                                                               
Increase (decrease) in net assets from
 operations:
 Net investment income..........................   $  35,936   $  4,513   $ 10,585    $ 16,549      $ 12,094       $  1,532
 Net realized gains.............................      44,245     14,364      3,166       7,704         1,184            133
 Net unrealized appreciation during the period..      37,727     49,605     12,370     119,400        15,813          2,674
                                                   ---------   --------   --------    --------      --------       --------
Net increase in net assets resulting from
 operations.....................................     117,908     68,482     26,121     143,653        29,091          4,339
From policyholder transactions:
 Net premiums from policyholders................     240,351    203,590     91,440     239,618        55,021        146,796
 Net benefits to policyholders..................    (136,661)   (77,651)    (9,878)    (29,520)      (10,341)       (34,985)
 Net increase in policy loans...................         --         --         --          --            --             --
                                                   ---------   --------   --------    --------      --------       --------
Net increase in net assets resulting from
 policyholder transactions......................     103,690    125,939     81,562     210,098        44,680        111,811
                                                   ---------   --------   --------    --------      --------       --------
Net increase in net assets......................     221,598    194,421    107,683     353,751        73,771        116,150
Net assets at beginning of period                    314,594    120,173     12,490     234,377       160,606         44,456
                                                   ---------   --------   --------    --------      --------       --------
Net assets at end of period.....................   $ 536,192   $314,594   $120,173    $588,128      $234,377       $160,606
                                                   =========   ========   ========    ========      ========       ========




See accompanying notes.

                                       114



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                FRONTIER CAPITAL           EMERGING MARKETS EQUITY          GLOBAL
                                             APPRECIATION SUBACCOUNT             SUBACCOUNT            EQUITY SUBACCOUNT
                                         --------------------------------  ------------------------  ---------------------
                                           1999       1998        1997        1999         1998*       1999       1998*
                                         ---------  ----------  ---------  ------------  ----------  ---------  ----------
                                                                                           
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)..........  $ 17,768   $    (208)  $  7,522    $  12,790     $      1   $    241    $     1
 Net realized gains....................    22,678      12,123      9,048        5,339           --        602          1
 Net unrealized appreciation
  (depreciation) during the period.....   164,599     (17,930)    40,541       86,570           10     13,424         45

                                         --------   ---------   --------    ---------     --------   --------    -------
Net increase (decrease) in net assets
 resulting from operations.............   205,045      (6,015)    57,111      104,699           11     14,267         47
From policyholder transactions:
 Net premiums from policyholders.......   255,268     128,779    327,804      433,406        2,018    108,420        915

 Net benefits to policyholders.........   (89,136)   (146,083)   (47,276)    (144,400)          --    (11,064)       (13)
 Net increase in policy loans..........        --          --         --           --           --         --         --
                                         --------   ---------   --------    ---------     --------   --------    -------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions..........................   166,132     (17,304)   280,528      289,006        2,018     97,356        902
                                         --------   ---------   --------    ---------     --------   --------    -------
Net increase (decrease) in net assets..   371,177     (23,319)   337,639      393,705        2,029    111,623        949
Net assets at beginning of period......   357,497     380,816     43,177        2,029            0        949          0
                                         --------   ---------   --------    ---------     --------   --------    -------
Net assets at end of period............  $728,674   $ 357,497   $380,816    $ 395,734     $  2,029   $112,572    $   949
                                         ========   =========   ========    =========     ========   ========    =======





                                                                                                               ENHANCED U.S.
                                                                        SMALL/MID            HIGH YIELD           EQUITY
                                          BOND INDEX SUBACCOUNT    CAP CORE SUBACCOUNT     BOND SUBACCOUNT      SUBACCOUNT
                                         -----------------------  ---------------------  ------------------  ---------------
                                             1999        1998*       1999       1998*       1999     1998*        1999**
                                         -----------  ----------  ----------  ---------  ---------  -------  ---------------
                                                                                        
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)..........   $ 15,852     $   146     $ 6,632      $ --     $  2,542   $   18      $ 1,113
 Net realized gains (losses)...........     (1,422)         (1)        252        --         (186)      --           91
 Net unrealized appreciation
  (depreciation) during the period.....    (22,820)       (196)      3,005         6         (511)     (26)        (879)
                                          --------     -------     -------      ----     --------   ------      -------
Net increase (decrease) in net assets
 resulting from operations.............     (8,390)        (51)      9,889         6        1,845       (8)         325
From policyholder transactions:
 Net premiums from policyholders.......    412,326      10,254      97,385       104       98,955    2,887       13,814
 Net benefits to policyholders.........    (26,307)        (69)     (7,901)       (2)     (13,078)      --           --
 Net increase in policy loans..........         --          --          --        --           --       --           --
                                          --------     -------     -------      ----     --------   ------      -------
Net increase in net assets resulting
 from policyholder transactions........    386,019      10,185      89,484       102       85,877    2,887       13,814
                                          --------     -------     -------      ----     --------   ------      -------
Net increase in net assets.............    377,629      10,134      99,373       108       87,722    2,879       14,139
Net assets at beginning of period......     10,134           0         108         0        2,879        0            0
                                          --------     -------     -------      ----     --------   ------      -------
Net assets at end of period............   $387,763     $10,134     $99,481      $108     $ 90,601   $2,879      $14,139
                                          ========     =======     =======      ====     ========   ======      =======




- ---------
*  From May 1, 1998 (commencement of operations).
** From March 9, 1999 (commencement of operations).

See accompanying notes.

                                       115



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

1. ORGANIZATION

   John Hancock Variable Life Account U (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, Small Cap
Growth, International Balanced, Mid Cap Growth, Large Cap Value, Money Market,
Mid Cap Value, Small/Mid Cap Growth (formerly, Diversified Mid Cap Growth), Real
Estate Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Value,
International Opportunities, Equity Index, Global Bond (formerly, Strategic
Bond), Turner Core Growth, Brandes International Equity, Frontier Capital
Appreciation, Emerging Markets Equity, Global Equity, Bond Index, Small/Mid Cap
CORE, High Yield Bond, and Enhanced U.S. Equity 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 underlying 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.

                                      116



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                    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 an annual rate of .50% of net
assets (excluding policy loans) of the Account. Additionally, a monthly charge
at varying levels for the cost of extra insurance is deducted from the net
assets of the Account.

    JHVLICO makes certain deductions for administrative expenses and state
premium taxes from premium payments before amounts are transferred to the
Account. With respect to the single premium policy, during the first nine years
after policy issue, JHVLICO assesses a contingent deferred sales charge at
varying levels in the event of early surrender of the variable life insurance
policy.

 Policy Loans

    Policy loans represent outstanding loans plus accrued interest. Interest is
accrued (net of a charge for policy loan administration determined at an annual
rate of .75% of the aggregate amount of policyowner indebtedness) and compounded
daily.

3.  TRANSACTIONS 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.

                                      117



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                    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, 1999 are as follows:

            PORTFOLIO             SHARES OWNED      COST            VALUE
            ---------             ------------  ------------  ----------------
  Large Cap Growth...............   5,741,593   $120,709,045   $  156,931,243
  Sovereign Bond.................  25,890,030    250,666,359      236,200,057
  International Equity Index.....   1,479,056     24,178,244       29,055,936
  Small Cap Growth...............     566,326      7,786,928       10,825,578
  International Balanced.........     109,967      1,176,141        1,177,232
  Mid Cap Growth.................     713,403     13,208,576       20,852,255
  Large Cap Value................     708,140      9,871,242        9,553,293
  Money Market...................   6,251,999     62,519,986       62,519,986
  Mid Cap Value..................     409,851      5,090,205        5,236,581
  Small/Mid Cap Growth...........     884,190     13,682,215       12,409,573
  Real Estate Equity.............   1,000,760     13,989,522       11,482,706
  Growth & Income................  54,521,668    796,471,840    1,091,050,404
  Managed........................  27,360,590    363,175,625      422,672,470
  Short-Term Bond................     116,179      1,157,416        1,129,483
  Small Cap Value................     376,603      4,498,794        4,111,416
  International Opportunities....     350,017      4,215,384        5,310,586
  Equity Index...................   1,081,124     16,808,530       22,117,624
  Global Bond....................     191,740      1,993,841        1,882,675
  Turner Core Growth.............      23,384        436,035          536,192
  Brandes International Equity...      37,895        449,896          588,128
  Frontier Capital Appreciation..      34,502        539,359          728,674
  Emerging Markets Equity........      32,273        309,153          395,733
  Global Equity..................       9,277         99,103          112,572
  Bond Index.....................      41,614        410,779          387,762
  Small/Mid Cap CORE.............      10,135         96,470           99,481
  High Yield Bond................      10,083         91,148           90,611
  Enhanced U.S. Equity...........         674         15,019           14,140




                                      118



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT U

                    NOTES TO FINANCIAL STATEMENTS--CONTINUED

  Purchases, including reinvestment of dividend distributions, and proceeds from
the sales of shares in the Portfolios of the Fund and of M Fund during 1999,
were as follows:


                    PORTFOLIO                 PURCHASES        SALES
                    ---------                ------------  -------------
       Large Cap Growth....................  $ 40,147,156   $ 8,250,657
       Sovereign Bond......................    27,217,744    17,748,511
       International Equity Index..........     4,421,148     3,377,977
       Small Cap Growth....................     4,824,260     1,479,601
       International Balanced..............       640,162       300,719
       Mid Cap Growth......................     9,490,182     1,427,655
       Large Cap Value.....................     2,984,422     1,126,859
       Money Market........................    21,519,371    15,378,894
       Mid Cap Value.......................     1,426,492     1,283,502
       Small/Mid Cap Growth................     3,998,048     1,775,674
       Real Estate Equity..................     1,670,570     1,772,028
       Growth & Income.....................   133,888,047    52,458,290
       Managed.............................    46,301,140    19,231,354
       Short-Term Bond.....................       682,313       120,964
       Small Cap Value.....................     1,054,005     1,082,396
       International Opportunities.........     1,758,914     1,111,110
       Equity Index........................     7,177,051     1,160,291
       Global Bond.........................     1,188,656       283,452
       Turner Core Growth..................       279,803       140,177
       Brandes International Equity........       255,671        29,025
       Frontier Capital Appreciation.......       401,413       217,513
       Emerging Markets Equity.............       454,479       152,683
       Global Equity.......................       107,485         9,888
       Bond Index..........................       429,057        27,186
       Small/Mid Cap CORE..................       106,540        10,425
       High Yield Bond.....................        99,666        11,238
       Enhanced U.S. Equity................        26,361        11,432






                                      119



                   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....................    33        minimum premiums............     6
account value..............     9        modified endowment..........    41
Additional Sum Insured.....    17        monthly deduction date......    35
asset-based risk charge....    10        Option A; Option B..........    17
asset rebalancing..........    15        optional benefits charge....    10
attained age...............    10        owner.......................     5
Basic Sum Insured..........    17        partial withdrawal..........    15
beneficiary................    44        partial withdrawal charge...    11
business day...............    34        payment options.............    21
changing Option A or B.....    20        Planned Premium.............     6
changing the Total Sum                   policy anniversary..........    35
 Insured...................    20        policy year.................    35
charges....................     9        premium; premium payment....     5
Code.......................    40        prospectus..................     2
cost of insurance rates....    10        receive; receipt............    24
date of issue..............    35        reinstate; reinstatement....     8
death benefit..............     5        sales charges...............     9
deductions.................     9        SEC.........................     2
dollar cost averaging......    15        Separate Account U..........    33
expenses of the Trusts.....    11        Servicing Office............     2
fixed investment option....    34        special loan account........    16
full surrender.............    15        subaccount..................    33
funds......................     2        surrender...................     5
grace period...............     8        surrender value.............    15
guaranteed death benefit                 Target Premium..............     9
 feature...................     7        tax considerations..........    40
Guaranteed Death Benefit                 telephone transactions......    24
 Premium...................     7        Total Sum Insured...........    17
insurance charge...........    10        transfers of account value..    14
insured person.............     5        Trusts......................     2
investment options.........     1        variable investment options.     1
JHVLICO....................    33        we; us......................    33
lapse......................     7        withdrawal..................    15
loan.......................    16        withdrawal charge...........    11
loan interest..............    16        you; your...................     5
Maximum Monthly Benefit....    19
maximum premiums...........     6
Minimum Initial Premium....    34
minimum insurance amount...    17



                                      120



                                    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 containing 120 pages.

      The undertaking regarding indemnification.

      The undertaking to file reports.

      The signatures.


     The following exhibits:

1.A.  (1) JHVLICO Board Resolution establishing the separate account included in
          Post-Effective Amendment No. 2 on Form S-6 Registration Statement to
          File No. 33-76660, filed March 5, 1996 is incorporated by reference.

      (2) Not Applicable.

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

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

          (c) Schedule of Sales Commissions included in I. A. (3)(a) above.

      (4) Not Applicable.

      (5) Form of flexible premium variable insurance policy included in the
          initial registration statement on Form S-6 of this account for
          flexible premium policies, filed March 18, 1994 (File No. 33-76660) is
          incorporated by reference.

      (6) Certificate of Incorporation and By-Laws of John Hancock Variable Life
          Insurance Company included in Post-Effective Amendment No. 2 on Form
          S-6 Registration Statement to File 76660, filed March 5, 1996 is
          incorporated by reference.

      (7) Not Applicable.

      (8) Not Applicable.

      (9) Not Applicable.

     (10) Form of application for Policy included in Post-Effective Amendment
          No. 2 on Form S-6 Registration Statement, filed March 5, 1996 to File
          No. 33-76660 is incorporated by reference.

     (11) Not Applicable. The Registrant invests only in shares of open-end
          Funds.



2. Included as exhibit 1.A (5) above.

3. Opinion and consent of counsel as to securities being registered, (previously
   filed in Pre-Effective Amendment No. 1 on February 27, 2001).

4. Not Applicable.

5. Not Applicable.

6. Opinion and consent of actuary (previously filed in the Initial Registration
   Statement on December 19, 2000).

7. Consent of independent auditors (previously filed in Pre-Effective Amendment
   No. 1 on February 27, 2001).

8. Memorandum describing John Hancock's issuance, transfer and redemption
   procedures for flexible premium policies pursuant to Rule
   6e-3(T)(b)(12)(iii), included in Post-Effective Amendment No. 2 on
   Form S-6 Registration Statement to File No. 33-76660, filed March 5, 1996 is
   incorporated by reference.

9. Powers of Attorney for Bruce M. Jones and Paul Strong, incorporated by
   reference from Post-Effective Amendment No. 2 to File No. 333-81127, filed on
   May 4, 2000. 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 March 28, 1997. Powers of
   attorney for Tomlinson, D'Alessandro, Shaw, Luddy, Lee, Reitano, Van Leer and
   Paster included in Post-Effective Amendment No. 2 on Form S-6 Registration
   Statement to File No. 33-76660, filed March 5, 1996 is incorporated by
   reference.

10. Representations, Description and Undertaking pursuant to Rule
    6e-3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940 included in
    Post-Effective Amendment No. 2 on Form S-6 Registration Statement to File
    No. 33-76660, filed March 5, 1996 is incorporated by reference.




                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Variable Life Insurance Company has duly caused this Pre-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
5th day of March, 2001.

                                 JOHN HANCOCK VARIABLE LIFE
                                 INSURANCE COMPANY

(SEAL)

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



Attest:    /s/ PETER SCAVONGELLI
           ---------------------
           Peter Scavongelli
           Assistant Secretary


      Pursuant to the requirements of the Securities Act of 1933, this
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/ EARL W. BAUCOM
- -------------------
Earl W. Baucom             Controller (Principal Accounting   March 5, 2001
                           Officer)

/s/ JULIE H. INDGE
- -------------------
Julie H. Indge             Treasurer (Principal Financial     March 5, 2001
                           Officer)

/s/ MICHELE G. VAN LEER
- -----------------------
Michele G. Van Leer        Vice Chairman of the Board         March 5, 2001
for herself and as         and President(Acting Principal
Attorney-in-Fact           Executive Officer)

      For:  David F. D'Alessandro  Chairman of the Board
            Robert S. Paster       Director
            Thomas J. Lee          Director
            Bruce M. Jones         Director
            Paul Strong            Director
            Barbara L. Luddy       Director
            Ronald J. Bocage       Director
            Robert R. Reitano      Director