As filed with the Securities and Exchange Commission on October 24, 2001

                                             Registration No. 333-67744
                                                              ----------
________________________________________________________________________________


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

                                    FORM S-6

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933                    [ ]
                          PRE-EFFECTIVE AMENDMENT NO. 1               [X]
                          POST-EFFECTIVE AMENDMENT NO.                [ ]
                             ----------------------

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

                      JOHN HANCOCK 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 life contracts.

The Registration 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.



                        PROSPECTUS DATED OCTOBER __, 2001
--------------------------------------------------------------------------------
                             VARIABLE MASTER PLAN PLUS
--------------------------------------------------------------------------------

           a flexible premium variable life insurance policy issued by

               JOHN HANCOCK LIFE INSURANCE COMPANY ("JOHN HANCOCK")

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




VARIABLE INVESTMENT OPTION                                             MANAGED BY
--------------------------                                             ----------
                                                                    
Equity Index.....................................................    State Street Global Advisors
Growth & Income..................................................    Independence Investment LLC and Putnam Investment
                                                                      Management, LLC
Large Cap Value..................................................    T. Rowe Price Associates, Inc.
Large Cap Value CORE /SM/........................................    Goldman Sachs Asset Management
Large Cap Growth.................................................    Independence Investment LLC
Large Cap Aggressive Growth......................................    Alliance Capital Management L.P.
Large/Mid Cap Value..............................................    Wellington Management Company, LLP
Fundamental Growth...............................................    Putnam Investment Management, LLC
Mid Cap Growth...................................................    Janus Capital Corporation
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 Value..................................................    T. Rowe Price Associates, Inc.
Small Cap Growth.................................................    John Hancock Advisers, Inc.
V.A. Relative Value..............................................    John Hancock Advisers, Inc.
AIM V.I. Value...................................................    A I M Advisors, Inc.
AIM V.I. Growth..................................................    A I M Advisors, Inc.
Fidelity VIP Growth..............................................    Fidelity Management and Research Company
Fidelity VIP Contrafund/(R)/.....................................    Fidelity Management and Research Company
MFS Investors Growth Stock.......................................    MFS Investment Management/(R)/
MFS Research.....................................................    MFS Investment Management/(R)/
MFS New Discovery................................................    MFS Investment Management/(R)/
International Equity Index.......................................    Independence Investment LLC
International Opportunities......................................    T. Rowe Price International, Inc.
International Equity.............................................    Goldman Sachs Asset Management
Emerging Markets Equity..........................................    Morgan Stanley Investment Management Inc.
Janus Aspen Worldwide Growth.....................................    Janus Capital Corporation
Real Estate Equity...............................................    Independence Investment LLC and Morgan Stanley
                                                                      Investment Management Inc.
Health Sciences..................................................    Putnam Investment Management, LLC
V.A. Financial Industries........................................    John Hancock Advisers, Inc.
Janus Aspen Global Technology....................................    Janus Capital Corporation
Managed..........................................................    Independence Investment LLC and Capital Guardian Trust
                                                                      Company
Global Balanced..................................................    Capital Guardian Trust Company
Short-Term Bond..................................................    Independence Investment LLC
Bond Index.......................................................    Mellon Bond Associates, LLP
Active Bond......................................................    John Hancock Advisers, Inc.
V.A. Strategic Income............................................    John Hancock Advisers, Inc.
High Yield Bond..................................................    Wellington Management Company, LLP
Global Bond......................................................    Capital Guardian Trust Company
Money Market.....................................................    Wellington Management Company, LLP
Brandes International Equity.....................................    Brandes Investment Partners, L.P.
Turner Core Growth...............................................    Turner Investment Partners, Inc.
Frontier Capital Appreciation....................................    Frontier Capital Management Company, LLC
Clifton Enhanced U.S. Equity.....................................    The Clifton Group





  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 John Hancock
Declaration Trust, the AIM Variable Insurance Funds, Fidelity's Variable
Insurance Products Fund (Service Class) and Variable Insurance Products Fund II
(Service Class), the MFS Variable Insurance Trust (Initial Class Shares), the
Janus Aspen Series (Service Shares Class), and the M Fund, Inc. (together, "the
Series Funds"). In this prospectus, the investment options of the Series Funds
are referred to as "funds".   In the prospectuses for the Series Funds, the
investment options may be referred to as "funds", "portfolios" or "series".

  Each Series Fund 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 Series Funds. Each of the funds is separately managed and has
its own investment objective and strategies. Attached at the end of this
prospectus are prospectuses for the Series Funds. The Series Fund 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.

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

                        JOHN HANCOCK LIFE SERVICING OFFICE
                        ----------------------------------

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


                             Phone: 1-800-521-1234

                              Fax: 1-617-572-6956

                                       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 is in a
       question and answer format. We suggest you read the Basic Information
       section before reading any other section of the prospectus.

     . Behind the Basic Information section are illustrations of
       hypothetical policy benefits that help clarify how the policy works.
       These start on page 21.

     . Behind the illustrations is a section called "Additional Information"
       that gives more details about the policy. It generally does not
                                                                   ---
       repeat information that is in the Basic Information section. A table
       of contents for the Additional Information section appears on page
       28.

     . Behind the Additional Information section are the financial
       statements for John Hancock and Separate Account UV. These start on
       page 42.

     . Finally, there is an Alphabetical Index of Key Words and Phrases at
       the back of the prospectus on page 182.

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

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

                                       3



                                BASIC INFORMATION

  This part of the prospectus 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 I invest money in the policy?........................         5
 .Is there a minimum amount I must invest?.....................         6
 .How will the value of my investment in the policy change
  over time?..................................................         7
 .What charges will John Hancock deduct from my investment
  in the policy?..............................................         8
 .What charges will the Series Funds deduct from my
  investment in the policy?...................................         9
 .What other charges could John Hancock impose in the
  future?.....................................................        12
 .How can I change my policy's investment allocations?.........        12
 .How can I access my investment in the policy?................        13
 .How much will John Hancock pay when the insured person
  dies?.......................................................        14
 .How can I change my policy's insurance coverage?.............        16
 .Can I cancel my policy after it's issued?....................        16
 .Can I choose the form in which John Hancock pays out
  policy proceeds?............................................        17
 .To what extent can John Hancock vary the terms and
  conditions of its policies in particular cases?.............        18
 .How will my policy be treated for income tax purposes?.......        18
 .How do I communicate with John Hancock?......................        19




                                       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. 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. If the life insurance
protection described in this prospectus is provided under a master group policy,
the term "policy" as used in this prospectus refers to any group certificate we
issue and not to the master group policy.

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

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

     . Borrow or withdraw amounts you have in the investment options

     . Change the beneficiary who will receive the death benefit

     . Change the amount of insurance

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

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

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

WHO OWNS THE POLICY?

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

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

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

                                       5



Minimum premium payment

  Each premium payment must be at least $100.

Maximum premium payments

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

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

     . the insured person doesn't provide us with adequate evidence that he
       or she continues to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy or the guaranteed minimum death benefit feature from terminating.

Ways to pay premiums

  If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "John Hancock Life." We will not accept
credit card checks.  We will not accept starter or third party checks if they
fail to satisfy our administrative requirements. Premiums after the first must
be sent to the John Hancock 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, or

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

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

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

  The Policy Specifications page of your policy will show the "Planned Premium"
for the policy. You choose this amount in the policy application. The premium
reminder notice we send you is based on this amount. You will also choose how
often to pay premiums-- annually, semi-annually, quarterly or monthly. The date
on which such a payment is "due" is referred to in the policy as a "modal
processing date." However, payment of Planned Premiums is not necessarily

                                       6



required. You need only invest enough to keep the policy in force (see "Lapse
and reinstatement" below).

Lapse and reinstatement

  Your policy can terminate (i.e., "lapse") for failure to pay charges due under
the policy. If the policy's surrender value is not sufficient to pay the charges
on a monthly deduction date, we will notify you of how much you will need to pay
to keep the policy in force. You will have a 61 day "grace period" to make that
payment. If you don't pay at least the required amount by the end of the grace
period, your policy will lapse. If your policy lapses, all coverage under the
policy will cease. Even if the policy terminates in this way, you can still
reactivate (i.e., "reinstate") it within 1 year 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 insured person dies during
the grace period, we will deduct any unpaid monthly charges from the death
benefit. During such a grace period, you cannot make a partial withdrawal or
policy loan.

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

  From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" beginning on page 31.)

  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 a Series Fund and had reinvested all fund dividends
and distributions in additional fund shares; except that we will deduct certain
additional charges which will reduce your account value. We describe these
charges under "What charges will John Hancock deduct from my investment in the
policy?" below.

  The amount you've invested in the fixed investment option will earn interest
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
                                                                         ---
subject to the mortality and expense risk charge described on page 9. 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,

                                       7



     . 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 on page 33.

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

Deductions from premium payments

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

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

 .    Sales charge - A charge to help defray our sales costs. The current charge
     ------------
     is 9% of premiums received in each of the first 10 policy years up to the
     Target Premium, 3% of premiums received in each of policy years 11 through
     20 up to the Target Premium, and 0% of premiums received in each policy
     year thereafter up to the Target Premium. We reserve the right to increase
     the percentages for policy years 11 through 20 and thereafter up to 5% and
     3%, respectively. Because policies of this type were first offered in 1994,
     the lower current rates after the tenth policy year are not yet applicable
     to any policy. No charge is currently deducted from premiums received in
     excess of the Target Premium, but we reserve the right to impose such a
     charge of up to 3% of such excess premiums received in any policy year. The
     "Target Premium" is determined at the time the policy is issued and will
     appear in the "Policy Specifications" section of the policy.

 .    Optional enhanced cash value rider charge - A charge imposed if you elect
     -----------------------------------------
     this rider. The charge is .50% of premiums received in each of the first
     seven policy years. The charge is imposed on premiums received in each
     policy year up to an amount equal to five times the Target Premium.

Deductions from account value

 .    Issue charge - A monthly charge to help defray our administrative costs.
     ------------
     This charge has two parts: (1) a flat dollar charge of $12.50 deducted only
     during the first three policy years, and (2) a charge per $1,000 of Sum
     Insured at issue that varies by age and that is deducted only during the
     first ten policy years. Both parts of this charge will appear in the
     "Policy Specifications" section of the policy. As an example, the second
     part of this monthly charge for a 45 year old is 3.4c per $1,000 of Sum
     Insured.

 .    Administrative charge - A monthly charge to help defray our administrative
     ---------------------
     costs. This charge also has two parts: (1) a flat dollar charge of up to $4
     (currently $2.50), and (2) a charge of up to 1.2c per $1,000 of Sum Insured
     at issue (currently .4c per $1,000 of Sum Insured at issue).

                                       8



 .    Insurance charge - A monthly charge for the cost of insurance. To determine
     ----------------
     the charge, we multiply the amount of insurance for which we are at risk by
     a cost of insurance rate. The rate is derived from an actuarial table. The
     table in your policy will show the maximum cost of insurance rates. The
                                        -------
     cost of insurance rates that we currently apply are generally less than the
     maximum rates. We will review the cost of insurance rates at least every 5
     years and may change them from time to time. However, those rates will
     never be more than the maximum rates shown in the policy. The table of
     rates we use will depend on the insurance risk characteristics and
     (usually) gender of the insured person, the Sum Insured and the length of
     time the policy has been in effect. Regardless of the table used, cost of
     insurance rates generally increase each year that you own your policy, as
     the insured person's attained age increases. (The insured person's
     "attained age" on any date is his or her age on the birthday nearest that
     date.) Higher current insurance rates are generally applicable to policies
     issued on a "guaranteed issue" basis, where only very limited underwriting
     information is obtained. This is often the case with policies issued to
     trustees, employers and similar entities.

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

 .    M&E charge - A daily charge for mortality and expense risks we assume.
     ----------
     This charge is deducted from the variable investment options. It does not
     apply to the fixed investment option. The current charge is at an effective
     annual rate of .05% of the value of the assets in each variable investment
     option. We guarantee that this charge will never exceed an effective annual
     rate of .40%.

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

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

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

  The funds 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 also receive
payments from a fund or its affiliates at an annual rate of up to approximately
0.35% 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 2000, except as 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.

                                       9





                                                                                               Total Fund        Total Fund
                                              Investment  Distribution and  Other Operating    Operating          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):
Equity Index. . . . . . . . . . . .             0.13%           N/A              0.06%           0.19%             0.19%
Growth & Income . . . . . . . . . .             0.68%           N/A              0.08%           0.76%             0.76%
Large Cap Value . . . . . . . . . .             0.75%           N/A              0.05%           0.80%             0.80%
Large Cap Value CORE /SM/ . . . . .             0.75%           N/A              0.10%           0.85%             1.09%
Large Cap Growth. . . . . . . . . .             0.36%           N/A              0.10%           0.46%             0.46%
Large Cap Aggressive Growth . . . .             0.90%           N/A              0.10%           1.00%             1.05%
Large/Mid Cap Value . . . . . . . .             0.95%           N/A              0.10%           1.05%             1.36%
Fundamental Growth* . . . . . . . .             0.90%           N/A              0.10%           1.00%             1.04%
Mid Cap Growth. . . . . . . . . . .             0.92%           N/A              0.04%           0.96%             0.96%
Small/Mid Cap CORE /SM/ . . . . . .             0.80%           N/A              0.10%           0.90%             1.23%
Small/Mid Cap Growth. . . . . . . .             0.97%           N/A              0.10%           1.07%             1.07%
Small Cap Equity* . . . . . . . . .             0.90%           N/A              0.10%           1.00%             1.03%
Small Cap Value*. . . . . . . . . .             0.95%           N/A              0.10%           1.05%             1.29%
Small Cap Growth. . . . . . . . . .             1.05%           N/A              0.07%           1.12%             1.12%
International Equity Index. . . . .             0.18%           N/A              0.10%           0.28%             0.37%
International Opportunities . . . .             1.13%           N/A              0.10%           1.23%             1.39%
International Equity. . . . . . . .             1.20%           N/A              0.10%           1.30%             1.96%
Emerging Markets Equity . . . . . .             1.50%           N/A              0.10%           1.60%             2.77%
Real Estate Equity. . . . . . . . .             1.01%           N/A              0.09%           1.10%             1.10%
Health Sciences . . . . . . . . . .             1.00%           N/A              0.10%           1.10%             1.10%
Managed . . . . . . . . . . . . . .             0.66%           N/A              0.09%           0.75%             0.75%
Global Balanced . . . . . . . . . .             1.05%           N/A              0.10%           1.15%             1.44%
Short-Term Bond . . . . . . . . . .             0.60%           N/A              0.06%           0.66%             0.66%
Bond Index. . . . . . . . . . . . .             0.15%           N/A              0.10%           0.25%             0.27%
Active Bond . . . . . . . . . . . .             0.62%           N/A              0.10%           0.72%             0.74%
High Yield Bond . . . . . . . . . .             0.80%           N/A              0.10%           0.90%             1.02%
Global Bond . . . . . . . . . . . .             0.85%           N/A              0.10%           0.95%             1.05%
Money Market. . . . . . . . . . . .             0.25%           N/A              0.04%           0.29%             0.29%


JOHN HANCOCK DECLARATION TRUST (NOTE 2):
V.A. Relative Value . . . . . . . .             0.60%           N/A              0.19%           0.79%             0.79%
V.A. Financial Industries . . . . .             0.80%           N/A              0.10%           0.90%             0.90%
V.A. Strategic Income . . . . . . .             0.60%           N/A              0.16%           0.76%             0.76%


AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Value. . . . . . . . . . .             0.61%           N/A              0.23%           0.84%             0.84%
AIM V.I. Growth . . . . . . . . . .             0.61%           N/A              0.22%           0.83%             0.83%

VARIABLE INSURANCE PRODUCTS FUND -
 SERVICE CLASS  (NOTE 3):
Fidelity VIP Growth . . . . . . . .             0.57%          0.10%             0.09%           0.76%             0.76%

VARIABLE INSURANCE PRODUCTS FUND II
 - SERVICE CLASS  (NOTE 3):
Fidelity VIP Contrafund(R). . . . .             0.57%          0.10%             0.09%           0.76%             0.76%

MFS VARIABLE INSURANCE TRUST -
 INITIAL CLASS SHARES (NOTE 4):
MFS Investors Growth Stock* . . . .             0.75%          0.00%             0.16%           0.91%             0.92%
MFS Research. . . . . . . . . . . .             0.75%          0.00%             0.10%           0.85%             0.85%


                                      10




                                                                                               Total Fund        Total Fund
                                              Investment  Distribution and  Other Operating    Operating          Operating
                                              Management      Service        Expenses With    Expenses With    Expenses Absent
Fund Name                                         Fee       (12b-1) Fees     Reimbursement    Reimbursement     Reimbursement
---------                                     ----------  ----------------  ---------------  --------------  ------------------
                                                                                              
MFS New Discovery...........................    0.90%          0.00%             0.16%           1.06%             1.09%

JANUS ASPEN SERIES - SERVICE SHARES
 CLASS  (NOTE 5):
Janus Aspen Worldwide Growth................    0.65%          0.25%             0.05%           0.95%             0.95%
Janus Aspen Global Technology...............    0.65%          0.25%             0.04%           0.94%             0.94%

M FUND, INC.  (NOTE 6):
Brandes International Equity................    0.80%           N/A              0.25%           1.05%             1.19%
Turner Core Growth..........................    0.45%           N/A              0.25%           0.70%             0.91%
Frontier Capital Appreciation...............    0.90%           N/A              0.25%           1.15%             1.23%
Clifton Enhanced U.S. Equity................    0.44%           N/A              0.25%           0.69%             1.22%
                                                                                             ----------------



NOTES TO FUND EXPENSE TABLE

     (1)  Under its current investment management agreements with the John
          Hancock Variable Series Trust I, John Hancock Life Insurance Company
          reimburses a fund when the fund's "other fund expenses" exceed 0.10%
          of the fund's average daily net assets. Percentages shown for the
          Health Sciences Fund are estimates because the fund was not in
          operation in 2000. Percentages shown for the Growth & Income,
          Fundamental Growth, Small Cap Equity, Real Estate Equity, Managed,
          Global Balanced, Active Bond and Global Bond funds are calculated as
          if the current management fee schedules (which became effective as to
          these funds on November 1, 2000) were in effect for all of 2000.
          Percentages shown for the Small Cap Value and Large Cap Value funds
          are calculated as if the current management fee schedules (which
          became effective as to these funds on May 1, 2001) were in effect for
          all of 2000. Percentages shown for the Mid Cap Growth, Small/Mid Cap
          Growth, Small Cap Growth, International Opportunities, International
          Equity, Emerging Markets Equity, Short-Term Bond and High Yield Bond
          funds are calculated as if the current management fee schedules (which
          became effective as to these funds on October 1, 2001) were in effect
          for all of 2000. "CORE/SM/" is a service mark of Goldman, Sachs & Co.

     *    Fundamental Growth was formerly "Fundamental Mid Cap Growth," Small
          Cap Equity was formerly "Small Cap Value," and Small Cap Value was
          formerly "Small/Mid Cap Value."

     (2)  Percentages shown for John Hancock Declaration Trust funds reflect the
          investment management fees currently payable and other fund expenses
          allocated in 2000. John Hancock Advisers, Inc. has agreed to limit
          temporarily other expenses of each fund to 0.25% of the fund's average
          daily assets, at least until April 30, 2002.

     (3)  Actual annual class operating expenses were lower for each of the
          Fidelity VIP funds shown because a portion of the brokerage
          commissions that the fund paid was used to reduce the fund's expenses,
          and/or because through arrangements with the fund's custodian, credits
          realized as a result of uninvested cash balances were used to reduce a
          portion of the fund's expenses. See the accomanying prospectus of the
          fund for details.

     (4)  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. "Other Operating Expenses" do not take into
          account these expense reductions, and are therefore higher than the
          actual expenses of the funds. Had these fee reductions been taken into
          account, total Fund Operating Expenses with Reimbursement would equal
          0.90% for MFS Investors Growth Stock, 0.84% for MFS Research and 1.05%
          for MFS New Discovery. MFS Investment Management(R) (also doing
          business as Massachusetts Financial Services Company) has
          contractually agreed, subject to reimbursement, to bear

                                       11


          expenses for the MFS Investors Growth Stock and New Discovery funds,
          such that the funds' "Other Expenses" (after taking into account the
          expense offset arrangement describe above) do not exceed 0.15% for
          Investors Growth Stock and 0.15% for New Discovery of the average
          daily net assets during the current fiscal year.

     *    MFS Investors Growth Stock was formerly "MFS Growth."

     (5)  Percentages shown for Janus Aspen funds are based upon expenses for
          the fiscal year ended December 31, 2000, restated to reflect a
          reduction in the management fee for the Worldwide Growth fund.
          Expenses are shown without the effect of any expense offset
          arrangement.

     (6)  Percentages shown for M Fund, Inc. funds reflect the investment
          management fees currently payable and other fund expenses allocated in
          2000. M Financial Advisers, Inc. reimburses a fund when the fund's
          other operating expenses exceed 0.25% of that fund's average daily net
          assets.


WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

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

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

  Under current laws, we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change in applicable state or local tax laws, we may make charges
for such taxes.

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

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

Transfers of existing account value

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

  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 and out of the variable investment
options.

                                       12



     Transfers out of the fixed investment option are currently subject to the
following restrictions:

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

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

 .    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 a minimum amount limit on transfers out of
the fixed investment option.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

     You may surrender your policy in full at any time. If you do, we will pay
you the account value less any policy loans plus, if surrender occurs in the
first three policy years, a refund of all sales charges deducted within 365 days
prior to the date of surrender. This is called your "surrender value." You must
return your policy when you request a full surrender.

Partial withdrawals

     You may make a partial withdrawal of your surrender value at any time. Each
partial withdrawal must be at least $1,000. There is a charge (usually $20) for
each partial withdrawal. We will automatically reduce the account value of your
policy by the amount of the withdrawal and the related charge. Each investment
option will be reduced in the same proportion as the account value is then
allocated among them. We will not permit a partial withdrawal if it would cause
your account value to fall below 3 months' worth of monthly charges (see
"Deductions from account value" on page 8). We also reserve the right to refuse
any partial withdrawal that would cause the policy's Sum Insured to fall below
$100,000. Any partial withdrawal will reduce your death benefit under any of the
death benefit options (see "How much will John Hancock pay when the insured
person dies?" on page 14). Under Option A or Option M, such a partial withdrawal
will reduce the Sum Insured. Under Option B, such a partial withdrawal will
reduce your account value.

Policy loans

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

     The minimum amount of each loan is $1,000. The interest charged on any loan
is an effective annual rate of 4.5% in the first 20 policy years and 4.25%
thereafter. Accrued interest

                                       13



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

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

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

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

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

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE 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 "Sum
Insured."

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

     . Option A - The death benefit will equal the greater of (1) the Sum
       Insured, or (2) the minimum insurance amount (as described below).

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

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

  For the same premium payments, the death benefit under Option B will tend to
be higher than the death benefit under Option A or Option M. 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 or Option M than under Option B for the same premium
payments.

                                       14



Optional extra death benefit feature

  The optional extra death benefit is determined as follows:

     . First, we multiply your account value plus any refund of sales
       charges by a factor specified in the policy. The factor is based on
       the insured person's age on the date of calculation.

     . We will then subtract your Sum Insured.

  This feature may result in the Option M death benefit being higher than the
minimum insurance amount. Although there is no special charge for this feature,
your monthly insurance charge will be based on that higher death benefit amount.
Election of this feature must be made in the application for the policy.

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 death benefit option, you must also elect which test you wish
to have applied. The guideline premium and cash value corridor test cannot be
elected if Option M is chosen as the death benefit option. 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 (plus any refund
of sales charges that might be due if the policy were surrendered on that date)
by the "required additional death benefit factor" applicable on that date. In
this case, the death benefit factors are derived by applying the guideline
premium and cash value corridor test. The death benefit 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. Under the cash value accumulation test, we compute the
minimum insurance amount each business day by multiplying the account value on
that date (plus any refund of sales charges that might be due if the policy were
surrendered on that date) by the death benefit factor applicable on that date.
In this case, the death benefit factors are derived by applying the cash value
accumulation test. The death benefit factor decreases as attained age increases.
Regardless of which test you elect, a table showing the required additional
death benefit factor for each policy year will appear in the policy.

  As noted above, you have to elect which test will be applied when you elect
the death benefit option. 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 35). 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.

                                       15



Enhanced cash value rider

  In the application for the policy, you may elect to purchase the enhanced cash
value rider. This rider provides an enhanced cash value benefit (in addition to
the surrender value) if you surrender the policy within the first seven policy
years. The amount of the benefit will be shown in the "Policy Specifications"
section of the policy. The benefit is also included in the account value when
calculating the death benefit. Election of this rider could increase your
insurance charge since it affects our amount at risk under the policy. The
amount available for partial withdrawals and loans are based on the surrender
value and will in no way be increased due to this rider.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

  After the first policy year, you may request an increase in the Sum Insured.
However, you will have to provide us with evidence that the insured person still
meets our requirements for issuing insurance coverage. As to when an approved
increase would take effect, see "Effective date of other policy transactions" on
page 32.

Decrease in coverage

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

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

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

  We may refuse any decrease in Sum Insured if it would cause the death benefit
to reflect an increase pursuant to the optional extra death benefit feature. As
to when an approved decrease would take effect, see "Effective date of other
policy transactions" on page 32.

Change of death benefit option

  At any time, you may request to change your coverage from death benefit Option
B to Option A. Our administrative systems do not currently permit any other
change of death benefit option.  Such changes may be permitted in the future,
but that is not guaranteed.

Tax consequences

  Please read "Tax considerations" starting on page 35 to learn about possible
tax consequences of changing your insurance coverage under the policy.

 CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

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

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

                                       16



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

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

  This is often referred to as the "free look" period. To cancel your policy,
simply deliver or mail the policy to John Hancock at one of the addresses shown
on page 2, or to the John Hancock representative who delivered the policy to
you.

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

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

Choosing a payment option

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

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

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

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

     . Option 3 - Equal monthly payments for life, but with payments
       guaranteed for a specific number of years

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

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

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

Changing a payment option

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

                                       17



Tax impact

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

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

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

State law insurance requirements

  Insurance laws and regulations apply to John Hancock in every state in which
its policies are sold. As a result, various terms and conditions 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 "Reduced charges for
eligible classes" on page 34. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

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

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

  For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning on page 35.

                                       18



HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

  You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 2.

  Under our current rules, certain requests must be made in writing and be
signed and dated by you. They include the following:

     . surrenders or partial withdrawals

     . change of death benefit option

     . increase or decrease in Sum Insured

     . change of beneficiary

     . election of payment option for policy proceeds

     . tax withholding elections

     . election of telephone transaction privilege

  The following requests may be made either in writing (signed and dated by you)
or by telephone or fax if a special form is completed (see "Telephone
Transactions" below):

     . loans

     . transfers of account value among investment options

     . change of allocation among investment options for new premium
       payments

  You should mail or express all written requests to the John Hancock Life
Servicing Office at the appropriate address shown on page 2. You should also
send notice of the insured person's death and related documentation to the John
Hancock Life Servicing Office. We don't consider that we've "received" any
communication until such time as it has arrived at the proper place and in the
proper and complete form.

  We have special forms that should be used for a number of the requests
mentioned above. You can obtain these forms from the John Hancock Life Servicing
Office or your John Hancock representative. Each communication to us must
include your name, your policy number and the name of the insured person. We
cannot process any request that doesn't include this required information. Any
communication that arrives after the close of our business day, or on a day that
is not a business day, will be considered "received" by us on the next following
business day.

                                       19



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 1-800-521-1234 or by faxing us at 1-617-572-6956.
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.

                                       20



       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
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 Series Fund assets). After the deduction of average fees
and expenses at the Series Fund level (as described below) the corresponding net
annual rates of return would be -0.88%, 5.07% and 11.02%. (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 45 year old male
standard non-smoker underwriting risk when the policy is issued.

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

  With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .762%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .12%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options. The charge shown above
for all other Series Fund operating expenses reflects reimbursements to certain
funds as described in the footnotes to the table beginning on page 10. 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 Sum Insured and annual Planned Premium amount requested.

                                       21



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE MALE, ISSUE
      AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS*
      USING CURRENT CHARGES




                                                 Death Benefit                                  Surrender Value
                                 ---------------------------------------------   ---------------------------------------------
              Planned Premiums    Assuming hypothetical gross annual return of   Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------   ---------------------------------------------
Policy Year  5% annual interest        0%              6%             12%             0%              6%              12%
-----------  ------------------  --------------  --------------  --------------  -------------  --------------  ----------------
                                                                                           
     1              5,530           100,000         100,000         100,000          4,587           4,869            5,152
     2             11,337           100,000         100,000         100,000          9,020           9,868           10,749
     3             17,434           100,000         100,000         100,000         13,393          15,102           16,947
     4             23,836           100,000         100,000         100,000         17,778          20,660           23,896
     5             30,559           100,000         100,000         100,000         22,217          26,606           31,732
     6             37,617           100,000         100,000         100,000         26,630          32,875           40,463
     7             45,028           100,000         100,000         100,000         31,051          39,517           50,223
     8             47,280           100,000         100,000         100,000         30,492          41,267           55,549
     9             49,644           100,000         100,000         100,840         29,937          43,116           61,488
    10             52,126           100,000         100,000         106,919         29,386          45,068           68,101
    11             54,732           100,000         100,000         113,241         28,870          47,163           75,494
    12             57,469           100,000         100,000         122,201         28,344          49,365           83,699
    13             60,342           100,000         100,000         131,783         27,805          51,678           92,805
    14             63,359           100,000         100,000         142,021         27,255          54,110          102,914
    15             66,527           100,000         100,000         152,946         26,693          56,670          114,139
    16             69,853           100,000         100,000         164,591         26,123          59,367          126,608
    17             73,346           100,000         100,000         179,774         25,539          62,207          140,448
    18             77,013           100,000         100,000         196,304         24,915          65,186          155,797
    19             80,864           100,000         100,000         214,307         24,263          68,321          172,828
    20             84,907           100,000         100,000         233,904         23,573          71,621          191,725
    25            108,366           100,000         105,523         373,442         19,243          90,968          321,933
    30            138,305           100,000         124,095         578,975         13,051         115,977          541,098
    35            176,516           100,000         155,549         956,564          2,842         148,142          911,014



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

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

                                       22



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE
      MALE, ISSUE AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS*
      USING MAXIMUM CHARGES




                                                 Death Benefit                                  Surrender Value
                                 ---------------------------------------------   ---------------------------------------------
              Planned Premiums    Assuming hypothetical gross annual return of    Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------   ---------------------------------------------
Policy Year  5% annual interest        0%              6%             12%              0%              6%              12%
-----------  ------------------  --------------  --------------  --------------  --------------  --------------  ----------------
                                                                                            
     1              5,530           100,000         100,000         100,000           4,455           4,726            4,996
     2             11,337           100,000         100,000         100,000           8,630           9,437           10,275
     3             17,434           100,000         100,000         100,000          12,747          14,366           16,114
     4             23,836           100,000         100,000         100,000          16,735          19,458           22,516
     5             30,559           100,000         100,000         100,000          20,885          25,021           29,854
     6             37,617           100,000         100,000         100,000          24,979          30,851           37,989
     7             45,028           100,000         100,000         100,000          29,014          36,962           47,014
     8             47,280           100,000         100,000         100,000          28,163          38,250           51,628
     9             49,644           100,000         100,000         100,000          27,275          39,572           56,737
    10             52,126           100,000         100,000         100,000          26,343          40,926           62,403
    11             54,732           100,000         100,000         103,099          25,402          42,353           68,733
    12             57,469           100,000         100,000         110,563          24,403          43,812           75,728
    13             60,342           100,000         100,000         118,486          23,342          45,305           83,441
    14             63,359           100,000         100,000         126,888          22,211          46,832           91,948
    15             66,527           100,000         100,000         135,788          20,999          48,392          101,335
    16             69,853           100,000         100,000         145,208          19,692          49,984          111,699
    17             73,346           100,000         100,000         157,587          18,278          51,607          123,115
    18             77,013           100,000         100,000         170,970          16,737          53,259          135,690
    19             80,864           100,000         100,000         185,431          15,045          54,935          149,542
    20             84,907           100,000         100,000         201,056          13,177          56,633          164,800
    25            108,366           100,000         100,000         310,152             182          65,494          267,372
    30            138,305                **         100,000         464,470              **          75,126          434,084
    35            176,516                **         100,000         743,770              **          86,603          708,352





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

**   Policy lapses unless additional premium payments are made.

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

                                       23



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE
      MALE, ISSUE AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS*
      USING CURRENT CHARGES




                                                 Death Benefit                                  Surrender Value
                                 ---------------------------------------------   ---------------------------------------------
              Planned Premiums    Assuming hypothetical gross annual return of   Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------   ---------------------------------------------
Policy Year  5% annual interest        0%              6%             12%             0%              6%              12%
-----------  ------------------  --------------  --------------  --------------  -------------  --------------  ----------------
                                                                                           
     1              5,530           104,481         104,763         105,044          4,575           4,857            5,139
     2             11,337           108,889         109,733         110,610          8,983           9,828           10,704
     3             17,434           113,219         114,916         116,748         13,314          15,011           16,843
     4             23,836           117,637         120,492         123,698         17,637          20,492           23,698
     5             30,559           121,994         126,330         131,393         21,994          26,330           31,393
     6             37,617           126,307         132,458         139,932         26,307          32,458           39,932
     7             45,028           130,623         138,943         149,460         30,623          38,943           49,460
     8             47,280           129,963         140,523         154,511         29,963          40,523           54,511
     9             49,644           129,310         142,186         160,125         29,310          42,186           60,125
    10             52,126           128,664         143,937         166,363         28,664          43,937           66,363
    11             54,732           128,051         145,808         173,326         28,051          45,808           73,326
    12             57,469           127,428         147,758         181,044         27,428          47,758           81,044
    13             60,342           126,788         149,787         189,596         26,788          49,787           89,596
    14             63,359           126,134         151,901         199,078         26,134          51,901           99,078
    15             66,527           125,467         154,105         209,593         25,467          54,105          109,593
    16             69,853           124,791         156,407         221,260         24,791          56,407          121,260
    17             73,346           124,098         158,806         234,199         24,098          58,806          134,199
    18             77,013           123,355         161,271         248,516         23,355          61,271          148,516
    19             80,864           122,579         163,822         264,381         22,579          63,822          164,381
    20             84,907           121,757         166,452         281,953         21,757          66,452          181,953
    25            108,366           116,619         180,511         402,365         16,619          80,511          302,365
    30            138,305           109,518         196,109         603,384          9,518          96,109          503,384
    35            176,516                **         211,504         938,367             **         111,504          838,367


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

**   Policy lapses unless additional premium payments are made.

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

                                       24


PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE
      MALE, ISSUE AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS* USING
      MAXIMUM CHARGES




                                                 Death Benefit                                  Surrender Value
                                 ---------------------------------------------   ---------------------------------------------
              Planned Premiums    Assuming hypothetical gross annual return of    Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------   ---------------------------------------------
Policy Year  5% annual interest        0%              6%             12%              0%              6%              12%
-----------  ------------------  --------------  --------------  --------------  --------------  --------------  ----------------
                                                                                            
     1              5,530           104,219         104,489         104,758           4,441           4,710            4,980
     2             11,337           108,363         109,165         109,998           8,584           9,386           10,219
     3             17,434           112,431         114,035         115,769          12,652          14,256           15,990
     4             23,836           116,569         119,261         122,283          16,569          19,261           22,283
     5             30,559           120,626         124,700         129,459          20,626          24,700           29,459
     6             37,617           124,598         130,362         137,364          24,598          30,362           37,364
     7             45,028           128,482         136,249         146,069          28,482          36,249           46,069
     8             47,280           127,469         137,278         150,277          27,469          37,278           50,277
     9             49,644           126,412         138,297         154,875          26,412          38,297           54,875
    10             52,126           125,300         139,297         159,895          25,300          39,297           59,895
    11             54,732           124,170         140,311         165,419          24,170          40,311           65,419
    12             57,469           122,971         141,291         171,449          22,971          41,291           71,449
    13             60,342           121,701         142,229         178,034          21,701          42,229           78,034
    14             63,359           120,352         143,115         185,225          20,352          43,115           85,225
    15             66,527           118,913         143,936         193,075          18,913          43,936           93,075
    16             69,853           117,374         144,675         201,642          17,374          44,675          101,642
    17             73,346           115,723         145,315         210,987          15,723          45,315          110,987
    18             77,013           113,941         145,832         221,176          13,941          45,832          121,176
    19             80,864           112,011         146,199         232,276          12,011          46,199          132,276
    20             84,907           109,910         146,384         244,360           9,910          46,384          144,360
    25            108,366                **         143,548         322,863              **          43,548          222,863
    30            138,305                **         130,052         442,095              **          30,052          342,095
    35            176,516                **              **         621,010              **              **          521,010


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

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

**   Policy lapses unless additional premium payments are made.

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

                                       25



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE MALE, ISSUE
      AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION M DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS*
      USING CURRENT CHARGES




                                                 Death Benefit                                 Surrender Value
                                 ---------------------------------------------  ---------------------------------------------
              Planned Premiums   Assuming hypothetical gross annual return of    Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------  ---------------------------------------------
Policy Year  5% annual interest       0%             6%              12%              0%              6%              12%
-----------  ------------------  -------------  -------------  ---------------  --------------  --------------  ----------------
                                                                                           
     1              5,530           100,000        100,000          100,000          4,587           4,869            5,152
     2             11,337           100,000        100,000          100,000          9,020           9,868           10,749
     3             17,434           100,000        100,000          100,000         13,393          15,102           16,947
     4             23,836           112,631        129,979          149,380         17,727          20,558           23,735
     5             30,559           154,848        183,793          217,430         21,953          26,184           31,118
     6             37,617           174,182        212,704          259,223         26,074          31,995           39,172
     7             45,028           190,968        239,975          301,484         30,177          38,106           48,092
     8             47,280           176,002        234,591          311,530         29,351          39,311           52,444
     9             49,644           162,448        229,694          322,446         28,578          40,605           57,264
    10             52,126           150,153        225,253          334,289         27,855          41,990           62,602
    11             54,732           139,114        221,326          347,139         27,200          43,485           68,518
    12             57,469           128,985        217,648          360,789         26,568          45,048           75,018
    13             60,342           119,668        214,176          375,235         25,952          46,673           82,147
    14             63,359           111,100        210,916          390,556         25,355          48,370           89,979
    15             66,527           103,217        207,864          406,813         24,779          50,144           98,588
    16             69,853           100,000        205,065          424,184         24,215          52,008          108,074
    17             73,346           100,000        202,467          442,656         23,637          53,954          118,503
    18             77,013           100,000        199,891          461,910         23,018          55,940          129,862
    19             80,864           100,000        197,471          482,303         22,371          57,997          142,302
    20             84,907           100,000        195,167          503,820         21,685          60,112          155,891
    25            108,366           100,000        184,751          629,089         17,352          71,362          244,110
    30            138,305           100,000        177,301          796,270         11,113          84,321          380,429
    35            176,516           100,000        171,978        1,018,583            774          98,636          586,879


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

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

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

                                       26



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE
      $100,000 SUM INSURED AT ISSUE MALE, ISSUE
      AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS
      OPTION M DEATH BENEFIT
      PLANNED PREMIUM: $5,267 FOR SEVEN YEARS*
      USING MAXIMUM CHARGES




                                                 Death Benefit                                  Surrender Value
                                 ---------------------------------------------   ---------------------------------------------
              Planned Premiums    Assuming hypothetical gross annual return of    Assuming hypothetical gross annual return of
  End of       accumulated at    ---------------------------------------------   ---------------------------------------------
Policy Year  5% annual interest        0%              6%             12%              0%              6%              12%
-----------  ------------------  --------------  --------------  --------------  --------------  --------------  ----------------
                                                                                            
     1              5,530           100,000         100,000         100,000           4,455           4,726            4,996
     2             11,337           100,000         100,000         100,000           8,630           9,437           10,275
     3             17,434           100,000         100,000         100,000          12,747          14,366           16,114
     4             23,836           106,130         122,467         140,739          16,699          19,364           22,355
     5             30,559           145,544         172,633         204,103          20,628          24,587           29,202
     6             37,617           163,027         198,828         242,029          24,397          29,899           36,563
     7             45,028           177,256         222,314         278,794          28,002          35,291           44,460
     8             47,280           160,602         213,715         283,362          26,774          35,803           47,689
     9             49,644           145,417         205,359         287,911          25,575          36,293           51,116
    10             52,126           131,562         197,217         292,396          24,399          36,753           54,741
    11             54,732           119,138         189,503         297,031          23,287          37,222           58,610
    12             57,469           107,808         181,985         301,580          22,199          37,656           62,689
    13             60,342           100,000         174,686         306,075          21,132          38,056           66,987
    14             63,359           100,000         167,597         310,497          20,003          38,424           71,514
    15             66,527           100,000         160,694         314,798          18,791          38,753           76,267
    16             69,853           100,000         153,982         318,978          17,482          39,041           81,246
    17             73,346           100,000         147,453         323,015          16,062          39,283           86,449
    18             77,013           100,000         141,088         326,851          14,512          39,473           91,864
    19             80,864           100,000         134,884         330,466          12,808          39,603           97,474
    20             84,907           100,000         128,832         333,819          10,923          39,669          103,259
    25            108,366                **         101,168         347,029              **          39,066          134,621
    30            138,305                **         100,000         352,744              **          33,458          168,479
    35            176,516                **         100,000         350,526              **          10,124          201,904


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

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

**   Policy lapses unless additional premium payments are made.

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

                                       27



                              ADDITIONAL INFORMATION

  This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 4 through 20.


CONTENTS OF THIS SECTION                                      PAGES TO SEE
------------------------                                      ------------

Description of John Hancock ................................       29
How we support the policy and investment options ...........       29
Procedures for issuance of a policy ........................       30
Commencement of investment performance .....................       31
How we process certain policy transactions .................       31
Effects of policy loans ....................................       33
Additional information about how certain policy charges
  work .....................................................       33
How we market the policies .................................       34
Tax considerations .........................................       35
Reports that you will receive ..............................       37
Voting privileges that you will have .......................       37
Changes that John Hancock can make as to your policy .......       38
Adjustments we make to death benefits ......................       38
When we pay policy proceeds ................................       38
Other details about exercising rights and paying benefits ..       39
Legal matters ..............................................       39
Registration statement filed with the SEC ..................       39
Accounting and actuarial experts ...........................       39
Financial statements of John Hancock and the Account .......       40
List of Directors and Executive Officers of John Hancock ...       41


                                       28



DESCRIPTION OF JOHN HANCOCK

  We are John Hancock Life Insurance Company, 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 Life Insurance
Company became a subsidiary of John Hancock Financial Services, Inc., a newly
formed publicly-traded corporation. Our Home Office is at John Hancock Place,
Boston, Massachusetts 02117. We are authorized to transact a life insurance and
annuity business in all states and in the District of Columbia. As of December
31, 2000, our assets were approximately $88 billion.

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

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

  The variable investment options shown on page 1 are in fact subaccounts of
Separate Account UV (the "Account"), a separate account established by us under
Massachusetts law. The Account meets the definition of "separate account" under
the Federal securities laws and is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). Such registration does not
involve supervision by the SEC of the management of the Account or John Hancock.

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

  The assets in each subaccount are invested in the corresponding fund of one of
the Series Funds. New subaccounts may be added as new funds are added to the
Series Funds and made available to policy owners. Existing subaccounts may be
deleted if existing funds are deleted from the Series Funds.

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

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

Our general account

  Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other

                                       29



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 Sum Insured at issue of
$100,000. At the time of issue, the insured person must have an attained age of
at least 20 and 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 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 31).

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

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

 . The Minimum Initial Premium is received by us.

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

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

                                       30



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.

COMMENCEMENT OF INVESTMENT PERFORMANCE

  Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the later of the date such payment is received or the twentieth day following
the date of issue, the portion of the Money Market investment option
attributable to such payment will 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:

                                       31



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

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

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

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

Transfers among investment options

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

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

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 the request:

 .    Sum Insured decreases

 .    Sum Insured increases

 .    Change of death benefit option from Option B to Option A

 .    Any other change of death benefit option, when and if permitted by our
     administrative rules (see "Change of death benefit option" on page 16)

  Reinstatements of lapsed policies take effect on the monthly deduction date on
or next following the date we approve the request for reinstatement.

                                       32



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

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

  Whenever the outstanding loan equals or exceeds 90% of the account value, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the minimum amount that must be paid to avoid termination, unless a repayment of
at least the amount specified is made within that period. 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 35).

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

  The sales charges help to compensate us for the cost of selling our policies.
(See "What charges will John Hancock deduct from my investment in the policy?"
in the Basic Information section of this prospectus.) The amount of the charges
in any policy year does not specifically correspond to sales expenses for that
year. We expect to recover our total sales expenses over the life of the
policies. To the extent that the sales charges do not cover total sales
expenses, the sales expenses may be recovered from other sources, including
gains from the charge for mortality and expense risks and other gains with
respect to the policies, or from our general assets. (See "How we market the
policies" on page 34.) 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 and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying less than one
Target Premium in the first policy year or paying more than one Target Premium
in any policy year could reduce your total sales charges over time. For example,
if the Target Premium was $10,000 and you paid a premium of $10,000 in each of
the first ten policy years, you would pay total sales charges of $9,000. If you
paid $20,000 (i.e., two times the Target Premium amount) in every other policy
year up to the ninth policy year, you would pay total sales charges of only
$4,500. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the account value will be insufficient to pay
monthly policy charges as they come due. As a result, the policy may lapse and
eventually terminate. Conversely, accelerating the payment of Target Premiums to
earlier policy years could cause aggregate premiums paid to exceed the policy's
7-pay premium limit and, as a result, cause the policy to become a modified
endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax considerations" beginning on page 35.)

Monthly charges

  We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of account value
you have in each. For each month that

                                       33



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 (including the M&E charge) may be reduced
with respect to policies issued to a class of associated individuals or to a
trustee, employer or similar entity where we anticipate that the sales to the
members of the class will result in lower than normal sales or administrative
expenses, lower taxes or lower risks to us. We will make these reductions in
accordance with our rules in effect at the time of the application for a policy.
The factors we consider in determining the eligibility of a particular group for
reduced charges, and the level of the reduction, are as follows: the nature of
the association and its organizational framework; the method by which sales will
be made to the members of the class; the facility with which premiums will be
collected from the associated individuals and the association's capabilities
with respect to administrative tasks; the anticipated lapse and surrender rates
of the policies; the size of the class of associated individuals and the number
of years it has been in existence; the aggregate amount of premiums paid; and
any other such circumstances which result in a reduction in sales or
administrative expenses, lower taxes or lower risks. Any reduction in charges
will be reasonable and will apply uniformly to all prospective policy purchasers
in the class and will not unfairly discriminate against any owner.

HOW WE MARKET THE POLICIES

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

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

  Signator's representatives are compensated for sales of the policies on a
commission and service fee basis by Signator, and John Hancock reimburses
Signator for such compensation and for other direct and indirect expenses
(including agency expense allowances, general agent, district manager and
supervisor's compensation, agent's training allowances, deferred compensation
and insurance benefits of agents, general agents, district managers and
supervisors, agency office clerical expenses and advertising) actually incurred
in connection with the marketing and sale of the policies.

                                       34



  The maximum commission payable to a Signator representative for selling a
policy is 17% of the Target Premium paid in the first policy year, 14 % of the
Target Premium paid in each of the second through tenth policy years, and 3% of
the Target Premium paid in each policy year thereafter. The maximum commission
on any premium paid in any policy year in excess of the Target Premium is 2%.

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

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

  Representatives of Signator and the other broker-dealers mentioned above may
also earn "credits" toward qualification for attendance at certain business
meetings sponsored by John Hancock.

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

TAX CONSIDERATIONS

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

Policy proceeds

  We believe the policy will receive the same federal income and estate tax
treatment as fixed benefit life insurance policies. Section 7702 of the Internal
Revenue Code (the "Code") defines life insurance for federal tax purposes. If
certain standards are met at issue and over the life of the policy, the policy
will satisfy that definition. We will monitor compliance with these standards.

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

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

                                       35



  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 Sum Insured, the addition of certain other policy benefits after
issue, a change in death benefit option, or reinstatement of a lapsed policy),
the policy will have a new 7-pay limit as if it were a newly-issued policy. If a
prescribed portion of the policy's then account value, plus all other premiums
paid within 7 years

                                       36



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
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 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
each Series Fund, including a list of securities held in each fund.

VOTING PRIVILEGES THAT YOU WILL HAVE

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

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

  However, we may, in certain limited circumstances permitted by the SEC's
rules, disregard voting instructions. If we do disregard

                                       37



voting instructions, you will receive a summary of that action and the reasons
for it in the next semi-annual report to owners.

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

  The voting privileges described in this prospectus reflect our understanding
of applicable Federal securities law requirements. To the extent that applicable
law, regulations or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements. We also reserve the right, subject to compliance with
applicable law, including approval of owners if so required, (1) to transfer
assets determined by John Hancock to be associated with the class of policies to
which your policy belongs from the Account to another separate account or
subaccount, (2) to operate the Account as a "management-type investment company"
under the 1940 Act, or in any other form permitted by law, the investment
adviser of which would be John Hancock or an affiliate, (3) to deregister the
Account under the 1940 Act, (4) to substitute for the fund shares held by a
subaccount any other investment permitted by law, and (5) to take any action
necessary to comply with or obtain any exemptions from the 1940 Act. We would
notify owners of any of the foregoing changes and, to the extent legally
required, obtain approval of owners and any regulatory body prior thereto. Such
notice and approval, however, may not be legally required in all cases.

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 documentation of the insured person's death, we will pay the
proceeds as a single sum.

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

                                       38



such a challenge, however, beyond certain time limits that are specified in the
policy.

Delay for check clearance

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

Delay of separate account proceeds

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

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

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

Assigning your policy

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

Your beneficiary

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

LEGAL MATTERS

  The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock. The
law firm of Foley & Lardner, Washington, D.C., has 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 John Hancock and the Account included
in this prospectus have been audited by Ernst & Young LLP, independent auditors,
for the periods indicated in their reports thereon which appear elsewhere herein
and have been included in reliance on their reports

                                       39



given on their authority as experts in accounting and auditing. Actuarial
matters included in this prospectus have been examined by Deborah A. Poppel,
F.S.A., an Actuary and Second Vice President of John Hancock.

FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

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

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

                                       40



            LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK

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




Directors                                           Principal Occupations
---------                                           ---------------------
                                
David F. D'Alessandro ............ Chairman of the Board, President and Chief Executive
                                   Officer, John Hancock
Foster L. Aborn .................. Director, formerly Vice Chairman of the Board and Chief
                                   Investment Officer, John Hancock
I. MacAllister Booth ............. Retired Chairman of the Board and Chief Executive
                                   Officer, Polaroid Corporation (photographic products)
Wayne A. Budd .................... Executive Vice President and General Counsel, John
                                   Hancock; formerly Group President, Bell Atlantic - New
                                   England (telecommunications)
John M. Connors, Jr. ............. Chairman and Chief Executive Officer and Director,
                                   Hill, Holliday, Connors, Cosmopoulos, Inc.
                                   (advertising).
John M. DeCiccio ................. Executive Vice President and Chief Investment Officer,
                                   John Hancock
Robert E. Fast ................... Senior Partner, Hale and Dorr (law firm)
Kathleen F. Feldstein ............ President, Economic Studies, Inc. (economic
                                   consulting).
Nelson S. Gifford ................ Principal, Fleetwing Capital Management (financial
                                   services)
Thomas P. Glynn .................. Chief Operating Officer, Partners HealthCare System
                                   (health care)
Michael C. Hawley ................ Retired Chairman and Chief Executive Officer, The
                                   Gillette Company (razors, etc.)
Edward H. Linde .................. President and Chief Executive Officer, Boston
                                   Properties, Inc. (real estate)
Judith A. McHale ................. President and Chief Operating Officer, Discovery
                                   Communications, Inc. (multimedia communications)
R. Robert Popeo .................. Chairman, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo
                                   (law firm)
Richard F. Syron ................. Chairman of the Board, President and Chief Executive
                                   Officer, Thermo Electron Corp. (scientific and
                                   industrial instruments)
Robert J. Tarr, Jr. .............. Chairman, President and Chief Executive Officer,
                                   HomeRuns.com (online grocer)
Other Executive Officers
------------------------
Thomas E. Moloney ................ Chief Financial Officer
Michael Bell ..................... Senior Executive Vice President - Retail; Founder and
                                   Director of Monitor Company (management consulting)
Derek Chilvers ................... Executive Vice President; Chairman and Chief Executive
                                   Officer of John Hancock International Holdings, Inc.
Kathleen M. Graveline ............ Executive Vice President
Barry J. Rubenstein .............. Vice President, Counsel and Secretary
Robert F. Walters ................ Executive Vice President and Chief Information Officer



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

                                       41



                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                      JOHN HANCOCK LIFE INSURANCE COMPANY

                              SECOND QUARTER 2001








                                       42



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                          CONSOLIDATED BALANCE SHEETS



                                                            JUNE 30
                                                              2001          DECEMBER 31
                                                          (UNAUDITED)          2000
                                                          -----------      -----------
                                                                 (IN MILLIONS)
                                                                     
ASSETS
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
 (fair value: 2001--$1,885.8; 2000--$11,651.2) .......    $     1,909      $  11,888.6
 Available-for-sale--at fair value
 (cost: 2001--$30,384.2; 2000--$15,790.3)  ...........         30,672         16,023.5
 Trading securities--at fair value
 (cost: 2001--$17.3) .................................           17.1               --
Equity securities:
 Available-for-sale--at fair value
 (cost: 2001--$841.6; 2000--$830.6)  .................          982.9          1,094.9
 Trading securities--at fair value
 (cost: 2001--$327.6; 2000--$193.4)  .................          290.0            231.6
Mortgage loans on real estate ........................        8,857.5          8,968.9
Real estate ..........................................          501.5            519.0
Policy loans .........................................          438.3            428.6
Short-term investments ...............................          177.5            151.9
Other invested assets ................................        1,522.2          1,353.0
                                                          -----------      -----------
  Total Investments ..................................       45,369.2         40,660.0
Cash and cash equivalents ............................          919.1          2,841.2
Accrued investment income ............................          708.9            585.9
Premiums and accounts receivable .....................          363.1            210.8
Deferred policy acquisition costs ....................        2,487.6          2,388.5
Reinsurance recoverable ..............................        3,263.3          2,829.0
Other assets .........................................        2,381.0          2,100.6
Closed block assets--Note 6  .........................        9,966.9          9,710.0
Separate accounts assets .............................       24,000.1         26,454.8
                                                          -----------      -----------
  Total Assets .......................................    $  89,459.2      $  87,780.8
                                                          ===========      ===========



The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       43



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)




                                                            JUNE 30
                                                              2001     DECEMBER 31
                                                          (UNAUDITED)     2000
                                                          -----------  -----------
                                                               (IN MILLIONS)
                                                                 
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Future policy benefits ...............................    $  24,021.1  $  22,996.4
Policyholders' funds .................................       16,893.9     15,722.9
Unearned revenue .....................................          733.9        671.3
Unpaid claims and claim expense reserves .............          225.3        253.7
Dividends payable to policyholders ...................          127.8        130.8
Short-term debt ......................................           66.6        245.3
Long-term debt .......................................          740.6        534.0
Income taxes .........................................          705.5        428.8
Other liabilities ....................................        3,739.2      2,600.7
Closed block liabilities -- Note 6 ...................       12,181.5     12,035.9
Separate accounts liabilities ........................       24,000.1     26,454.8
                                                          -----------  -----------
  Total Liabilities ..................................       83,435.5     82,074.6
Minority interest ....................................          284.6        290.3
Commitments and contingencies -- Note 5
Shareholder's Equity
Common stock, $10,000 par value; 1,000 shares
 authorized and outstanding ..........................           10.0         10.0
Additional paid in capital ...........................        4,998.4      4,998.9
Retained earnings ....................................          420.6        330.1
Accumulated other comprehensive income ...............          310.1         76.9
                                                          -----------  -----------
  Total Shareholder's Equity .........................        5,739.1      5,415.9
                                                          -----------  -----------
  Total Liabilities and Shareholder's Equity .........    $  89,459.2  $  87,780.8
                                                          ===========  ===========


The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       44



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                  UNAUDITED CONSOLIDATED STATEMENTS OF INCOME




                                      THREE MONTHS ENDED       SIX MONTHS ENDED
                                             JUNE 30                JUNE 30
                                    ----------------------  ----------------------
                                        2001       2000       2001        2000
                                    ----------  ----------  ---------  -----------
                                      (IN MILLIONS)            (IN MILLIONS)
                                                            
REVENUES
Premiums ........................   $    467.8  $    559.2  $    871.9  $  1,016.9
Universal life and investment-
 type product charges............        179.0       180.8       357.0       385.3
Net investment income ...........        829.1       806.9     1,607.8     1,651.9
Net realized investment and other
 gains (losses), net of related
 amortization of deferred policy
 acquisition costs and amounts
 credited to participating
 pension contractholders ($(9.0)
 and $(0.8) for the three month
 ended June 30, 2001 and 2000 and
 $(4.7) and $1.5 for the six
 months ended June 30, 2001 and
 2000, respectively) ............         (8.3)       63.0       (34.7)       81.4
Investment management revenues,
 commissions and other fees .....        155.3       186.4       306.5       415.6
Other revenue ...................         57.9         5.0        61.7         7.9
Contribution from the closed
 block -- Note 6 ................         16.4        22.6        36.7        51.3
                                    ----------  ----------  ----------  ----------
  Total revenues ................      1,697.2     1,823.9     3,206.9     3,610.3
BENEFITS AND EXPENSES
Benefits to policyholders,
 excluding amounts related to net
 realized investment and other
 gains (losses) credited to
 participating pension
 contractholders ($(1.4) and
 $(2.5), for the three month
 ended June 30, 2001 and 2000 and
 $0.9 and $4.6 for the six months
 ended June 30, 2001 and 2000,
 respectively) ..................        965.4     1,040.9     1,790.4     1,992.9
Other operating costs and
 expenses .......................        392.8       369.2       741.4       793.9
Amortization of deferred policy
 acquisition costs, excluding
 amounts related to net realized
 investment and other gains
 (losses) ($(7.6) and $1.7 for
 the three month ended June 30,
 2001 and 2000 and $(5.6) and
 $(3.1) for the six months ended
 June 30, 2001 and 2000,
 respectively) ..................         51.2        49.6       129.4        93.4
Dividends to policyholders ......         26.5        27.8        53.9        93.7
                                    ----------  ----------  ----------  ----------
  Total benefits and expenses ...      1,435.9     1,487.5     2,715.1     2,973.9
                                    ----------  ----------  ----------  ----------
Income before income taxes,
 minority interest and
 cumulative effect of accounting
 changes ........................        261.3       336.4       491.8       636.4
Income taxes ....................         75.5       107.1       145.3       208.2
                                    ----------  ----------  ----------  ----------
Income before minority interest
 and cumulative effect of
 accounting changes .............        185.8       229.3       346.5       428.2
Minority interest ...............         (3.5)       (1.3)      (13.2)       (2.7)
                                    ----------  ----------  ----------  ----------
Income before cumulative effect
 of accounting changes
 (Note 1)  ......................        182.3       228.0       333.3       425.5
Cumulative effect of accounting
 changes, net of tax ............           --          --         7.2          --
                                    ----------  ----------  ----------  ----------
Net income ......................   $    182.3  $    228.0  $    340.5  $    425.5
                                    ==========  ==========  ==========  ==========




The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       45


                      JOHN HANCOCK LIFE INSURANCE COMPANY

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                            AND COMPREHENSIVE INCOME




                                                                                   ACCUMULATED
                                                         ADDITIONAL                   OTHER          TOTAL           SHARES
                                             COMMON        PAID IN     RETAINED   COMPREHENSIVE  SHAREHOLDER'S    OUTSTANDING
                                             STOCK         CAPITAL     EARNINGS      INCOME         EQUITY       (IN THOUSANDS)
                                         --------------  -----------   ---------  -------------  -------------  ----------------
                                                                             (IN MILLIONS)
                                                                                              

BALANCE AT APRIL 1, 2001............     $         10.0  $   4,998.5   $   238.3     $343.7        $5,590.5           1.0
Demutualization transaction.........                            (0.1)                                  (0.1)
Comprehensive income:
 Net income for the period..........                                       182.3                      182.3
Other comprehensive income, net of tax:
  Net unrealized gains (losses).....                                                  (37.7)          (37.7)
  Net accumulated gains (losses)
   on cash flow hedges..............                                                  (17.3)          (17.3)
  Foreign currency translation
   adjustment.......................                                                   20.3            20.3
                                                                                                   --------
Comprehensive income................                                                                  147.6
Minority interest...................                                                    1.1             1.1
                                         --------------  -----------   ---------     ------        --------           ---
BALANCE AT JUNE 30, 2001............     $         10.0  $   4,998.4   $   420.6     $310.1        $5,739.1           1.0
                                         ==============  ===========   =========     ======        ========           ===
BALANCE AT APRIL 1, 2000............     $         10.0  $   4,904.2   $   153.5     $ 22.6        $ 5090.3           1.0
Demutualization transaction.........                            46.4                                   46.4
Comprehensive income:
 Net income.........................                                       228.0                      228.0
 Other comprehensive income, net of.tax:
  Net unrealized gains (losses).....                                                  (94.4)          (94.4)
  Foreign currency translation
   adjustment.......................                                                  (15.5)          (15.5)
  Minimum pension liability.........                                                   (5.5)           (5.5)
                                                                                                   --------
Comprehensive income................                                                                  112.6
                                         --------------  -----------   ---------     ------        --------           ---
BALANCE AT JUNE 30, 2000............     $         10.0  $   4,950.6   $   381.5     $(92.8)       $5,249.3           1.0
                                         ==============  ===========   =========     ======        ========           ===



The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       46



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                            AND COMPREHENSIVE INCOME




                                                                                    ACCUMULATED                     SHARES
                                                           ADDITIONAL                  OTHER          TOTAL       OUTSTANDING
                                               COMMON       PAID IN    RETAINED    COMPREHENSIVE  SHAREHOLDER'S       (IN
                                               STOCK        CAPITAL    EARNINGS       INCOME         EQUITY       THOUSANDS)
                                           --------------  ----------  ----------  -------------  -------------  -------------
                                                                             (IN MILLIONS)
                                                                                               

BALANCE AT JANUARY 1, 2001................ $         10.0  $4,998.9    $   330.1   $       76.9     $5,415.9           1.0
Demutualization transaction...............                     (0.5)                                    (0.5)
Comprehensive income:
 Net income...............................                                 340.5                       340.5
Other comprehensive income, net of tax:
  Net unrealized gains (losses)...........                                                  5.7          5.7
  Net accumulated gains (losses)
   on cash flow hedges....................                                                (20.0)       (20.0)
  Foreign currency translation
   adjustment.............................                                                 (3.3)        (3.3)
                                                                                                    --------
Comprehensive income......................                                                             322.9
Dividend paid to parent company...........                                (250.0)                     (250.0)
Change in accounting principle............                                                227.6        227.6
Minority interest.........................                                                 23.2         23.2
                                           --------------  --------    ---------   ------------     --------        ------
BALANCE AT JUNE 30, 2001.................. $         10.0  $4,998.4    $   420.6   $      310.1     $5,739.1           1.0
                                           ==============  ========    =========   ============     ========        ======
BALANCE AT JANUARY 1, 2000................             --        --    $ 4,782.9   $      (29.7)    $4,753.2            --
Demutualization transaction............... $         10.0  $4,950.6     (4,826.9)                      133.7           1.0
Comprehensive income:
 Net income before demutualization........                                  44.0                        44.0
 Net income after demutualization.........                                 385.1                       381.5
                                                                       ---------                    --------
 Net income for the period................                                 425.5                       425.5
 Other comprehensive income, net of tax:
  Net unrealized gains (losses)...........                                                (44.8)       (44.8)
  Foreign currency translation
   adjustment.............................                                                 (7.3)        (7.3)
  Minimum pension liability...............                                                (11.0)       (11.0)
                                                                                                    --------
Comprehensive income......................                                                             362.4
                                           --------------  --------    ---------   ------------     --------        ------
BALANCE AT JUNE 30, 2000.................. $         10.0  $4,950.6    $   381.5   $      (92.8)    $5,249.3           1.0
                                           ==============  ========    =========   ============     ========        ======



The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       47



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                           SIX MONTHS ENDED
                                                               JUNE 30
                                                      -------------------------
                                                          2001         2000
                                                      -----------  ------------
                                                            (IN MILLIONS)
                                                             
Cash flows from operating activities:
 Net income.......................................... $    340.5    $   425.5
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Amortization of discount -- fixed maturities......      (80.1)       (46.2)
   Realized investment and other (gains) losses, net.       34.7        (81.4)
   Change in deferred policy acquisition costs.......     (109.4)      (137.7)
   Depreciation and amortization.....................       41.5         57.1
   Net cash flows from trading securities............      (75.5)      (162.7)
   Increase in accrued investment income.............     (123.0)       (58.4)
   (Increase) decrease in premiums and accounts
     receivable......................................     (152.3)        14.0
   Decrease (increase) in other assets and other
     liabilities, net................................       15.4       (321.6)
   Increase in policy liabilities and accruals, net..    1,008.9        811.1
   Increase in income taxes..........................      181.5        329.2
   Initial cash transferred to the closed block......         --       (158.6)
   Contribution from the closed block................      (36.7)       (51.3)
                                                      ----------    ---------
    Net cash provided by operating activities........    1,045.5        619.0
Cash flows from investing activities:
 Sales of:
  Fixed maturities available-for-sale................   10,501.6      2,643.3
  Equity securities available-for-sale...............      275.1        150.0
  Real estate........................................        0.6         26.3
  Short-term investments and other invested assets...      108.4         16.1
 Maturities, prepayments and scheduled redemptions
  of:
  Fixed maturities held-to-maturity..................      107.6        918.0
  Fixed maturities available-for-sale................    1,392.7        640.1
  Short-term investments and other invested assets...       57.4        404.2
  Mortgage loans on real estate......................      651.6        566.7
 Purchases of:
  Fixed maturities held-to-maturity..................      (31.6)      (888.0)
  Fixed maturities available-for-sale................  (15,785.0)    (3,442.1)
  Equity securities available-for-sale...............     (202.2)      (114.8)
  Real estate........................................       (2.9)       (26.1)
  Short-term investments and other invested assets...     (299.0)      (315.6)
  Mortgage loans on real estate issued...............     (669.4)      (704.6)
  Cash (paid) received related to acquisition of
   business..........................................      (41.0)       126.3
  Cash received on sale of subsidiary................       12.8           --
  Other, net.........................................       69.2         12.4
                                                      ----------    ---------
    Net cash (used in) provided by investing
     activities...................................... $ (3,854.1)   $    12.2
                                                      ==========    =========



The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       48



                      JOHN HANCOCK LIFE INSURANCE COMPANY

          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)




                                                         SIX MONTHS ENDED
                                                              JUNE 30
                                                       ----------------------
                                                         2001         2000
                                                       ----------  ----------
                                                           (IN MILLIONS)
                                                             
Cash flows from financing activities:
 Issuance of common stock............................  $      --    $    10.0
 Contribution from parent............................         --      1,578.8
 Payments to eligible policyholders under Plan of
  Reorganization.....................................         --     (1,044.3)
 Dividends paid to parent............................     (250.0)          --
 Universal life and investment-type contract deposits    5,307.9      3,577.8
 Universal life and investment-type contract
  maturities and withdrawals.........................   (4,132.0)    (3,907.4)
 Issuance of short-term debt.........................       51.6           --
 Issuance of long-term debt..........................      145.2         10.0
 Repayment of long-term debt.........................      (14.0)       (28.0)
 Net decrease in commercial paper....................     (222.2)      (148.1)
                                                       ---------    ---------
  Net cash provided by financing activities..........      886.5         48.8
                                                       ---------    ---------
  Net (decrease) increase in cash and cash
   equivalents.......................................   (1,922.1)       680.0
Cash and cash equivalents at beginning of year.......    2,841.2      1,797.7
                                                       ---------    ---------
  Cash and cash equivalents at end of period.........  $   919.1    $ 2,477.7
                                                       =========    =========




The accompanying notes are an integral part of these unaudited consolidated
financial statements.

                                       49


                      JOHN HANCOCK LIFE INSURANCE COMPANY

            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

  The accompanying unaudited consolidated financial statements of John Hancock
Life Insurance Company (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, these
unaudited consolidated financial statements contain all adjustments, consisting
of only normal and recurring adjustments, necessary for a fair presentation of
the financial position and results of operations. Operating results for the
three and six month periods ended June 30, 2001 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2001. These
unaudited consolidated financial statements should be read in conjunction with
the Company's annual audited financial statements as of December 31, 2000
included in the Company's Form 10-K for the year ended December 31, 2000 filed
with the United States Securities and Exchange Commission (SEC) (as amended by
Form 10K/A filed with the SEC on June 27, 2000 hereafter referred to, as
amended, as the Company's 2000 Form 10-K).

  The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.

 Reorganization and Initial Public Offering

  In connection with John Hancock Mutual Life Insurance Company's (the Mutual
Company) Plan of Reorganization (the Plan), effective February 1, 2000, the
Mutual Company 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. (JHFS), which is a holding company. All
policyholder membership interests in the Mutual Company were extinguished on
that date and eligible policyholders of the Mutual Company received, in the
aggregate, 212.8 million shares of common stock, $1,438.7 million of cash and
$43.7 million of policy credits as compensation. In addition, the Company
established a closed block to fund the guaranteed benefits and dividends of
certain participating insurance policies. In connection with the Plan, the
Mutual Company changed its name to John Hancock Life Insurance Company.

  In addition, on February 1, 2000, JHFS completed its initial public offering
(IPO) in which 102.0 million shares of common stock were issued at a price of
$17.00 per share. Net proceeds from the IPO were $1,657.7 million, of which
$105.7 million was retained by JHFS and $1,552.0 million was contributed to the
Company.

 Cumulative Effect of Accounting Change

  During the first quarter of 2001, the Company changed the method of accounting
for the recognition of deferred gains and losses considered in the calculation
of the annual expense for its employee pension plan under Statement of Financial
Accounting Standards (SFAS) No. 87, "Employers' Accounting for Pensions," and
for its postretirement health and welfare plans under SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The Company changed
the method of recognizing gains and losses from deferral within a 10% corridor
and amortization of gains outside this corridor over the future working careers
of the participants to deferral within a 5% corridor and amortization of gains
and losses outside this corridor over the future working careers of the
participants. The new method is preferable because, in the Company's situation,
it produces results that more closely match current economic realities of the
Company's retirement and welfare plans through the use of the current fair
values of assets while still mitigating the impact of extreme gains and losses.
As a result, on January 1, 2001, the Company recorded a credit of $18.6 million
(net of tax of $9.9 million), related to its employee benefit pension plans, and
a credit of $4.7 million (net of tax of $2.6 million), related to its
postretirement health

                                       50



                       JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

and welfare plans. The total credit recorded as a cumulative effect of an
accounting change was $23.3 million (net of tax of $12.5 million). The pro forma
results, assuming this change in accounting had taken place as of the beginning
of 2001, would not be materially different form the reported results. This
change in accounting increased net income for the three and six month periods
ended June 30, 2001 by $1.1 million and $2.2 million, respectively.

  In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." In June
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities--Deferral of the Effective Date of FASB Statement 133." This
Statement amends SFAS No. 133 to defer its effective date for one year, to
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities." This Statement makes certain changes in the hedging provisions of
SFAS No. 133, and is effective concurrent with SFAS No. 133. As amended, SFAS
No. 133 requires all derivatives to be recognized on the balance sheet at fair
value, and establishes special accounting for the following three types of
hedges: fair value hedges, cash flow hedges, and hedges of foreign currency
exposures of net investments in foreign operations. Special accounting for
qualifying hedges provides for matching the timing of gain or loss recognition
on the hedging instrument with the recognition of the corresponding change in
value of the hedged item. If the derivative is accounted for as a hedge,
depending on the nature of the hedge, the change in the fair value of
derivatives is either offset against the change in the fair value of the hedged
asset, liability or firm commitment through earnings or recognized in other
comprehensive income until the change in value of the hedged item is recognized
in earnings. The ineffective portion of a derivative's change in fair value is
recognized immediately in earnings and is included in net realized and other
investment gains. As a result, such amounts are not included in the
determination of the Company's segment after tax operating income. In addition,
SFAS No. 133, as amended, precludes the designation of held-to-maturity fixed
maturity investment securities as hedged items in hedging relationships where
the hedged risk is interest rate risk.

  On January 1, 2001, the Company adopted SFAS No. 133, as amended. The
Company's risk management philosophy has not changed as a result of adoption of
the Statement. The adoption of SFAS No. 133, as amended, resulted in a charge to
operations accounted for as a cumulative effect of accounting change of $16.1
million (net of tax of $8.3 million) as of January 1, 2001. In addition, as of
January 1, 2000, a $227.6 million (net of tax of $122.6 million) cumulative
effect of accounting change was recorded in other comprehensive income for the
transition adjustment in the adoption of SFAS 133, as amended, and the
reclassification of certain securities from the held-to-maturity category to the
available-for-sale category. The transition adjustment for the adoption of SFAS
133 resulted in an increase in other comprehensive income of $40.5 million (net
of tax of $21.8 million) that was accounted for as the cumulative effect of
accounting change. The adjustment for the reclassification of $12.1 billion of
the held-to-maturity fixed maturity investment portfolio to the
available-for-sale category resulted in an increase in other comprehensive
income of $187.1 million (net of tax of $100.8 million) as of January 1, 2001.

 New Accounting Pronouncements

  In July 2001, the FASB issued Statements of Financial Accounting Standards No.
141, "Business Combinations," and No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires that all business combinations be accounted for
under a single method--the purchase method. Use of the pooling-of-interests
method is no longer permitted. SFAS No. 141 also clarifies the criteria to
recognize intangible assets separately from goodwill. SFAS No. 142 requires that
goodwill and intangible assets deemed to have indefinite lives no longer be
amortized to earnings, but instead be reviewed at least annually for impairment.
Other intangibles assets will continue to be amortized over their useful lives.

  SFAS No. 141 requires that the purchase method of accounting be used for
business combinations initiated after June 30, 2001. SFAS No. 142 will be
effective January 1, 2002. The Company estimates that adoption of SFAS

                                       51



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

No. 142 will result in an increase in net income of approximately $10 - $15
million for the year ended December 31, 2002. During 2002, the Company will
perform the first of the required impairment tests of goodwill and of indefinite
lived intangible assets as of January 1, 2002 based on the guidance in SFAS No.
142. The effect of these tests on the earnings and financial position of the
Company has not been determined at this time.

  In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP 00-3), "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance Holding
Companies and Certain Long-Duration Participating Contracts." SOP 00-3, which
was adopted with respect to accounting for demutualization expenses by the
Company effective December 15, 2000, requires that demutualization related
expenses be classified as a single line item within income from continuing
operations and should not be classified as an extraordinary item. The adoption
of SOP 00-3 resulted in the reclassification of demutualization expenses
previously recorded as an extraordinary item in the three and six month periods
ended June 30, 2000 of ($3.5) million (net of tax of ($1.8) million) and $10.2
million (net of tax of $0.4 million), respectively. The remaining provisions of
this SOP, which will require (1) the inclusion of all closed block activity
together with all other assets, liabilities, revenues and expenses and (2)
recognition of a policyholder dividend obligation that represents cumulative
actual closed block earnings in excess of expected periodic amounts calculated
at the date of the demutualization, are effective no later than December 31,
2001. See Note 6 for a summary description of the closed block assets,
liabilities, revenues and expenses, which do not include the policyholder
dividend obligation that will be required in 2001. The Company currently is
evaluating the effect that establishing the policyholder dividend obligation
will have on its results of operations and financial position. That impact is
not known at this time.

 Codification

  In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribe statutory accounting practices
and results in changes to the accounting practices that the Company uses to
prepare its statutory-basis financial statements. The state of domicile of the
Company adopted Codification as the prescribed basis of accounting on which
domestic insurers must report their statutory-basis results effective January 1,
2001. The cumulative effect of changes in accounting principles adopted to
conform to the requirements of Codification is reported as an adjustment to
surplus in the statutory-basis financial statements as of January 1, 2001.
Although the implementation of Codification reduced the Company's
statutory-basis capital and surplus, the Company remains in compliance with all
regulatory and contractual obligations.

 Recent Acquisitions

  On June 18, 2001, The Maritime Life Assurance Company (Maritime), a
majority-owned Canadian subsidiary of the Company, signed a Share Purchase
Agreement to purchase Royal & Sun Alliance Life Insurance Company of Canada
("RSAF") for an amount of approximately $153.7 million (USD). The purchase is
expected to close on October 1, 2001 subject to regulatory approvals. RSAF's
business includes life insurance, guaranteed interest savings and retirement
products and segregated funds.

  On April 2, 2001, a subsidiary of the Company, Signature Fruit Company, LLC
(Signature Fruit), acquired certain assets and assumed certain liabilities out
of bankruptcy proceedings of Tri Valley Growers, Inc., a cooperative
association. The transaction was accounted for as a purchase and the results of
operations are included in the accompanying financial statements since the date
of acquisition. The fair values of assets acquired and liabilities assumed were
$252.1 million and $199.1 million, respectively. The net loss related to the
acquired operations was $1.2 million for the three months ended June 30, 2001.
The pro forma results for the three and six month periods ended June 30, 2001
and 2000, respectively, assuming the acquisition had taken place at the
beginning of the periods presented, would not be materially different from the
reported results.

                                       52



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  On March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis). The pro forma results for the three and six
month periods ended June 30, 2000, assuming the acquisition of Fortis had taken
place as of the beginning of 2000, would not be materially different from the
reported results.

NOTE 2. TRANSACTIONS WITH PARENT

  The Company provides JHFS with personnel, property and facilities in carrying
out certain of its corporate functions. The Company annually determines a fee
for these services and facilities based on a number of criteria. The amount of
service fee charged to JHFS was $11.0 million and $16.7 million for the three
and six month periods ended June 30, 2001, respectively. No such service fee was
charged to JHFS during the comparable prior year periods. During the six month
period ended June 30, 2001, the Company paid dividends to JHFS of $250.0
million. No such dividends were paid during the comparable prior year period.

NOTE 3. SEGMENT INFORMATION

  The Company operates in the following five business segments: two segments
primarily serve retail customers, two segments serve institutional customers and
our fifth segment is the Corporate and Other Segment, which includes our
international operations. Our retail segments are the Protection Segment and the
Asset Gathering Segment. Our institutional segments are the Guaranteed and
Structured Financial Products Segment (G&SFP) and the Investment Management
Segment. For additional information about the Company's business segments, refer
to the Company's 2000 Form 10-K, as amended.

  The following tables summarize selected financial information by segment for
the three and six month periods ended or as of June 30, 2001 and 2000,
respectively, and reconciles segment revenues and segment after-tax operating
income to amounts reported in the unaudited consolidated statements of income
(in millions). Included in the Protection Segment for 2001 are the closed block
assets and liabilities, as well as the contribution from the closed block, which
is reflected in "Revenues" in the table below (see Note 6).

                                       53



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




                                                            RETAIL                   INSTITUTIONAL
                                                RETAIL      ASSET     INSTITUTIONAL   INVESTMENT    CORPORATE
                                              PROTECTION  GATHERING       G&SFP       MANAGEMENT    AND OTHER    CONSOLIDATED
                                              ----------  ---------   -------------  -------------  ---------    ------------
                                                                                              
AS OF OR FOR THE THREE-MONTHS ENDED
 JUNE 30, 2001
REVENUES:
 Segment revenues ..................          $   391.1   $   294.9    $   485.7       $   30.9     $   514.6     $ 1,717.2
 Realized investment and other gains
  (losses), net ....................              (28.6)      (18.1)        (9.1)          (0.1)         35.9         (20.0)
                                              ---------   ---------    ---------       --------     ---------     ---------
 Revenues ..........................          $   362.5   $   276.8    $   476.6       $   30.8     $   550.5     $ 1,697.2
                                              =========   =========    =========       ========     =========     =========
 Net investment income .............          $   145.6   $   122.8    $   464.4       $    3.7     $    92.6     $   829.1
NET INCOME:
 Segment after-tax operating
  income ...........................               77.4        37.4         58.9            4.6          22.5         200.8
 Realized investment and other gains
  (losses), net ....................              (18.1)      (11.2)        (6.2)            --          21.3         (14.2)
 Restructuring charges .............               (1.6)       (1.9)        (0.6)          (0.1)         (0.1)         (4.3)
                                              ---------   ---------    ---------       --------     ---------     ---------
  Net income .......................          $    57.7   $    24.3    $    52.1       $    4.5     $    43.7     $   182.3
                                              =========   =========    =========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ............                 --          --           --       $    6.6     $    (6.6)           --
 Equity in net income of investees
  accounted for by the equity
  method ...........................          $     2.5   $     2.8    $     4.7       $    0.4     $    15.7     $    26.1
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to realized
  investment gains (losses) ........               24.6        13.6          0.9             --          12.1          51.2
                                              ---------   ---------    ---------       --------     ---------     ---------
 Segment assets ....................          $27,712.7   $14,306.0    $32,160.1       $2,961.6     $12,318.8     $89,459.2



                                       54



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




                                                RETAIL                      INSTITUTIONAL
                               RETAIL            ASSET       INSTITUTIONAL    INVESTMENT    CORPORATE
                             PROTECTION        GATHERING         G&SFP        MANAGEMENT    AND OTHER   CONSOLIDATED
                             ----------     --------------  --------------  -------------  ----------  --------------
                                                                                     
AS OF OR FOR THE THREE
 MONTHS ENDED JUNE 30, 2000
REVENUES:
 Segment revenues .........  $   345.8       $    299.5        $   617.5       $   48.7     $   452.7     $ 1,764.2
 Realized investment and
  other gains (losses),
  net .....................        6.7              4.0            (13.5)           0.6          61.9          59.7
                             ---------      -----------       ----------       --------     ---------     ---------

  Revenues ................  $   352.5       $    303.5        $   604.0       $   49.3     $   514.6     $ 1,823.9
                             =========      ===========       ==========       ========     =========     =========
 Net investment income ....  $   143.2       $    113.3        $   424.5       $    4.7     $   121.2     $   806.9
NET INCOME:
 Segment after-tax
  operating income ........       54.3             29.3             55.1           11.0          29.6         179.3
 Realized investment and
  other gains (losses),
  net .....................        4.1              2.5             (8.4)           0.3          40.3          38.8
 Restructuring charges ....       (0.6)            (0.1)            (0.1)            --            --          (0.8)
 Demutualization
  expenses ................        2.4              0.5              0.4             --           0.2           3.5
 Other demutualization
  related costs ...........         --               --             (0.1)            --           0.1            --
 Surplus tax ..............        2.9              0.1              1.5             --           2.7           7.2
                             ---------      -----------       ----------       --------     ---------     ---------
 Net income ...............  $    63.1       $     32.3        $    48.4       $   11.3     $    72.9     $   228.0
                             =========      ===========       ==========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ...         --               --               --       $   10.4     $   (10.4)           --
 Equity in net income of
  investees accounted for
  by the equity method ....  $     4.8       $      3.4        $     5.8       $    2.5     $    27.9     $    44.4
 Amortization of deferred
  policy acquisition costs,
  excluding amounts related
  to net realized
  investment gains
  (losses) ................       12.5             21.0              0.7             --          15.4          49.6
                             ---------      -----------       ----------       --------     ---------     ---------
Segment assets ............  $26,817.3       $ 14,295.6        $31,220.1       $2,014.9     $12,337.1     $86,685.0



                                       55



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




                                                 RETAIL                                   INSTITUTIONAL
                               RETAIL            ASSET               INSTITUTIONAL         INVESTMENT    CORPORATE
                             PROTECTION        GATHERING                 G&SFP             MANAGEMENT    AND OTHER    CONSOLIDATED
                             ----------     ---------------         ---------------       -------------  ---------    ------------
                                                                                                    
AS OF OR FOR THE SIX MONTHS
 ENDED JUNE 30, 2001
REVENUES:
 Segment revenues .........   $   736.1           $   583.8           $   988.4           $   66.5       $   878.5     $ 3,253.3
 Realized investment and
  other gains (losses), net       (37.9)              (11.2)              (23.5)              (0.1)           26.3         (46.4)
                              ---------           ---------           ---------           --------       ---------     ---------

  Revenues ................   $   698.2           $   572.6           $   964.9           $   66.4       $   904.8     $ 3,206.9
                              =========           =========           =========           ========       =========     =========
 Net investment income ....   $   289.9           $   242.6           $   931.2           $    9.2       $   134.9     $ 1,607.8
NET INCOME:
 Segment after-tax
  operating income ........       145.5                68.9               117.3               10.0            39.9         381.6
 Realized investment and
  other gains (losses), net       (23.6)               (6.6)              (14.4)              (0.1)           15.7         (29.0)
 Restructuring charges ....        (2.8)              (15.1)               (0.7)              (0.5)           (0.2)        (19.3)
 Cumulative effect of
  accounting changes ......        11.7                (0.5)               (1.2)              (0.2)           (2.6)          7.2
                              ---------           ---------           ---------           --------       ---------     ---------
 Net income ...............   $   130.8           $    46.7           $   101.0           $    9.2       $    52.8     $   340.5
                              =========           =========           =========           ========       =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ...          --                  --                  --           $   14.7       $   (14.7)           --
 Equity in net income of
  investees accounted for
  by the equity method ....   $     4.8           $     3.9           $     8.1           $    0.4       $    28.3     $    45.5
 Amortization of deferred
  policy acquisition costs,
  excluding amounts related
  to net realized
  investment gains ........        51.9                37.0                 1.5                 --            39.0         129.4
                              ---------           ---------           ---------           --------       ---------     ---------
Segment assets ............   $27,712.7           $14,306.0           $32,160.1           $2,961.6       $12,318.8     $89,459.2


                                       56



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




                                                RETAIL                                    INSTITUTIONAL
                               RETAIL            ASSET               INSTITUTIONAL         INVESTMENT    CORPORATE
                             PROTECTION        GATHERING                 G&SFP             MANAGEMENT    AND OTHER    CONSOLIDATED
                             ----------  ----------------------  -----------------------  -------------  ----------  --------------
                                                                                                   
AS OF OR FOR THE SIX MONTHS
 ENDED JUNE 30, 2000
REVENUES:
 Segment revenues .........  $   789.2         $         596.9                $ 1,099.5     $  127.9     $   917.5     $ 3,531.0
 Realized investment and
  other gains (losses), net       14.5                     5.9                    (20.9)         0.6          79.2          79.3
                             ---------   ---------------------   ----------------------     --------     ---------     ---------

  Revenues ................  $   803.7         $         602.8                $ 1,078.6     $  128.5     $   996.7     $ 3,610.3
                             =========   =====================   ======================     ========     =========     =========
 Net investment income ....  $   315.7         $         215.9                $   848.8     $   10.3     $   261.2     $ 1,651.9
NET INCOME:
 Segment after-tax
  operating income ........      123.8                    65.6                    109.3         32.4          50.0         381.1
 Realized investment and
  other gains (losses), net        9.0                     3.7                    (13.1)         0.3          50.2          50.1
 Restructuring charges ....       (3.6)                   (1.0)                    (2.2)          --          (0.9)         (7.7)
 Group pension dividend
  transfer ................         --                      --                      5.7           --            --           5.7
 Demutualization expenses         (0.2)                   (0.1)                    (0.2)          --          (0.2)         (0.7)
 Other demutualization
  related costs ...........       (6.7)                   (1.4)                    (1.7)          --          (0.4)        (10.2)
 Surplus tax ..............        2.9                     0.1                      1.5           --           2.7           7.2
                             ---------   ---------------------   ----------------------     --------     ---------     ---------
 Net income ...............  $   125.2         $          66.9                $    99.3     $   32.7     $   101.4     $   425.5
                             =========   =====================   ======================     ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ...         --                      --                       --     $   21.5     $   (21.5)           --
 Equity in net income of
  investees accounted for
  by the equity method ....  $     5.7         $           3.2                $     6.3     $    8.0     $    58.5     $    81.7
 Amortization of deferred
  policy acquisition costs,
  excluding amounts related
  to net realized
  investment gains
  (losses) ................       25.7                    36.1                      1.4           --          30.2          93.4
                             ---------   ---------------------   ----------------------     --------     ---------     ---------
Segment assets ............  $26,817.3         $      14,295.6                $31,220.1     $2,014.9     $12,337.1     $86,685.0


                                       57



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. SEVERANCE

  As part of the parent Company's Competitive Position Project, the Company
participated in a restructuring plan to reduce costs and increase future
operating efficiency by consolidating portions of its operations. The plan
consists primarily of reducing staff in the home office and terminating certain
operations outside the home office.

  In connection with the restructuring plan, approximately 735 employees have
been or will be terminated. These employees are or have been associated with
operations in our Boston office and outside the home office. As of June 30, 2001
and December 31, 2000, the liability for employee termination costs, included in
other liabilities was $27.4 million and $20.6 million, respectively. Employee
termination costs, included in other operating costs and expenses, were $7.0
million and $2.2 million for the three months ended June 30, 2001 and 2000 and
$30.6 million and $13.0 million for the six months ended June 30, 2001 and 2000,
respectively. Of the total number of employees affected, approximately 637
employees were terminated as of June 30, 2001, having received benefit payments
of approximately $49.5 million.

NOTE 5. CONTINGENCIES

  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 June 30, 2001. It is the opinion
of management, after consultation with counsel, that the ultimate liability with
respect to these claims, if any, will not materially affect the financial
position or results of operations of the Company.

  During 1997, the Company entered into a court-approved settlement relating to
a class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $40.5 million
and $172.8 million at June 30, 2001 and December 31, 2000, respectively. There
were no additional reserves recorded related to the settlement for the three and
six month periods ended June 30, 2001 and 2000. The estimated reserve is based
on a number of factors, including the estimated cost per claim and the estimated
costs to administer the claims.

  During 1996, management determined that it was probable that a settlement
would occur and that a minimum loss amount could be reasonably estimated.
Accordingly, the Company recorded its best estimate based on the information
available at the time. The terms of the settlement agreement were negotiated
throughout 1997 and approved by the court on December 31, 1997. In accordance
with the terms of the settlement agreement, the Company contacted class members
during 1998 to determine the actual type of relief to be sought by class
members. The majority of the responses from class members were received by the
fourth quarter of 1998. The type of relief sought by class members differed from
the Company's previous estimates, primarily due to additional outreach
activities by regulatory authorities during 1998 encouraging class members to
consider alternative dispute resolution relief. In 1999, the Company updated its
estimate of the cost of claims subject to alternative dispute resolution relief
and revised its reserve estimate accordingly.

  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. The Company
will continue to update its estimate of the final cost of the settlement as the
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 the time, and the
uncertainties associated with the final claim processing and alternative dispute
resolution, the range of any additional cost related to the settlement cannot be
estimated with precision.

                                       58



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  On February 28, 1997, the Company sold a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly-owned
subsidiary of WellPoint Health Networks, Inc. The business sold included the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all of
which were indirect wholly-owned subsidiaries of the Company. The Company
retained its group long-term care insurance operations. The insurance business
sold was transferred to UNICARE through a 100% coinsurance agreement. The
Company has secured a $397.0 million letter of credit facility with a group of
banks. The banks have agreed to issue a letter of credit to the Company pursuant
to which the Company may draw up to $397.0 million for any claims not satisfied
by UNICARE under the coinsurance agreement after the Company has incurred the
first $113.0 million of losses from such claims. The amount available pursuant
to the letter of credit agreement and any letter of credit issued thereunder
automatically will be reduced on a scheduled basis consistent with the
anticipated run-off of liabilities related to the business reinsured under the
coinsurance agreement.

  The letter of credit facility was reduced to $127.0 million on March 1, 2001.
The letter of credit and any letters of credit issued thereunder are scheduled
to expire on March 1, 2002. The Company remains liable to its policyholders to
the extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement.

  Through the Company's group health insurance operations, the Company entered
into a number of reinsurance arrangements in respect of personal accident
insurance and the occupational accident component of workers compensation
insurance, a portion of which was originated through a pool managed by Unicover
Managers, Inc. Under these arrangements, the Company both assumed risks as a
reinsurer and also passed 95% of these risks on to other companies. This
business had originally been reinsured by a number of different companies and
has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectible reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of June 30, 2001, would not be material.

  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 reinsurers.

                                       59



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. CLOSED BLOCK

  The following table sets forth certain summarized financial information
relating to the closed block as of the dates indicated:




                                                        JUNE 30    DECEMBER 31
                                                         2001         2000
                                                       ---------  -------------
                                                           (IN MILLIONS)
                                                            
ASSETS
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
 (fair value: June 30--$113.1; December 31--
 $2,327.4) .........................................   $   116.9    $ 2,269.9
 Available-for-sale--at fair value
 (cost: June 30--$5,068.9; December 31--$2,378.7) ..     5,146.6      2,353.0
Equity securities:
 Available-for-sale--at fair value
  (cost: June 30--$10.3; December 31--$5.3) ........        10.8          6.3
Mortgage loans on real estate ......................     1,899.5      1,930.6
Policy loans .......................................     1,548.7      1,540.6
Short-term investments .............................         6.1         62.1
Other invested assets ..............................        70.0         40.7
                                                       ---------    ---------
  Total Investments ................................     8,798.6      8,203.2
Cash and cash equivalents ..........................         4.5        305.6
Accrued investment income ..........................       173.1        149.3
Premiums and accounts receivable ...................        21.4         27.1
Deferred policy acquisition costs ..................       878.8        947.3
Other assets .......................................        90.5         77.5
                                                       ---------    ---------
  Total Closed Block Assets ........................   $ 9,966.9    $ 9,710.0
                                                       =========    =========
LIABILITIES
Future policy benefits .............................   $10,020.3    $ 9,910.5
Policyholders' funds ...............................     1,481.0      1,459.5
Other liabilities ..................................       680.2        665.9
                                                       ---------    ---------
  Total Closed Block Liabilities ...................   $12,181.5    $12,035.9
                                                       =========    =========




                                       60


                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  The following table sets forth certain summarized financial information
relating to the closed block for the period indicated:



                                                                 FOR THE PERIOD
                        THREE MONTHS  THREE MONTHS  SIX MONTHS     FEBRUARY 1
                            ENDED         ENDED       ENDED         THROUGH
                          JUNE 30       JUNE 30      JUNE 30         JUNE 30
                            2001          2000         2001           2000
                        ------------  ------------  ----------  ----------------
                                            (IN MILLIONS)
                                                    
REVENUES
Premiums  . . . . . .     $211.7        $229.9       $445.3         $401.8
Net investment income      163.5         158.4        332.5          267.3
Net realized
 investment and other
 gains (losses), net       (11.9)         (3.2)        (9.2)          (0.1)
Other closed block
 revenue (expense)  .         --           0.1          0.3           (0.2)
                          ------        ------       ------         ------
 Total closed block
  revenues. . . . . .      363.3         385.2        768.9          668.8
BENEFITS AND EXPENSES
Benefits to
 policyholders. . . .      215.1         237.3        468.7          410.3
Other operating costs
 and expenses . . . .       (1.6)         (2.6)        (3.9)          (5.7)
Amortization of
 deferred policy
 acquisition costs,
 net  . . . . . . . .       15.1          19.9         39.3           28.4
Dividends to
 policyholders  . . .      118.3         108.0        228.1          184.5
                          ------        ------       ------         ------
 Total closed block
  benefits and
  expenses  . . . . .      346.9         362.6        732.2          617.5
                          ------        ------       ------         ------
 Contribution from the
  closed block  . . .     $ 16.4        $ 22.6       $ 36.7         $ 51.3
                          ======        ======       ======         ======



NOTE 7. DERIVATIVES AND HEDGING INSTRUMENTS

  The Company uses various derivative instruments to hedge and manage its
exposure to changes in interest rate levels, foreign exchange rates, and equity
market prices, and to manage the duration of assets and liabilities.

  The fair value of derivative instruments classified as assets at June 30, 2001
was $39.3 million and appears on the consolidated balance sheet in other assets.
The fair value of derivative instruments classified as liabilities at June 30,
2001 was $180.7 million and appears on the consolidated balance sheet in other
liabilities.

  In certain of these cases, the Company uses hedge accounting as allowed by
SFAS No. 133, as amended, by designating derivative instruments as either fair
value or cash flow hedges. For derivative instruments that are designated and
qualify as fair value hedges, the change in fair value of the derivative
instrument as well as the offsetting change in fair value of the hedged item are
recorded in net realized investment and other gains and losses. For derivative
instruments that are designated and qualify as cash flow hedges, the effective
portion of the change in fair value of the derivative instrument is recorded in
other comprehensive income, and then reclassified into income when the hedged
item affects income. Hedge effectiveness is assessed quarterly by a variety of
techniques including regression analysis and cumulative dollar offset. In
certain cases there is no hedge ineffectiveness is assumed because the
derivative instrument was constructed such that all the terms of the derivative
exactly match the hedged risk in the hedged item.

  For derivative instruments not designated as hedges, the change in fair value
of the derivative is recorded in net realized investment and other gains and
losses.

                                       61



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  In cases where the Company receives or pays a premium as consideration for
entering into a derivative instrument (i.e., interest rate caps and floors,
swaptions, and equity collars), the premium is amortized into investment income
over the useful life of the derivative instrument. The fair value of such
premiums (i.e., the inherent ineffectiveness of the derivative) is excluded from
the assessment of hedge effectiveness and is included in net realized investment
and other gains and losses.

 Fair Value Hedges

  The Company uses interest rate futures contracts and interest rate swap
agreements as part of its overall strategies of managing the duration of assets
and liabilities or the average life of certain asset portfolios to specified
targets. Interest rate swap agreements are contracts with a counterparty to
exchange interest rate payments of a differing character (e.g., fixed-rate
payments exchanged for variable-rate payments) based on an underlying principal
balance (notional principal). The net differential to be paid or received on
interest rate swap agreements and currency rate swap agreements is accrued and
recognized as a component of net investment income.

  The Company also manages interest rate exposure by using interest rate swap
agreements to modify certain liabilities, such as fixed rate debt and Constant
Maturity Treasuries (CMT) indexed liabilities, by converting them to a floating
rate.

  The Company enters into interest rate cap agreements, cancelable interest
rates swap agreements, and written swaptions to manage the interest rate
exposure of options that are embedded in certain assets and liabilities. A
written swaption obligates the Company to enter into an interest rate agreement
on the expiration date, contingent on future interest rates. Interest rate cap
and floor agreements are contracts with a counterparty which require the payment
of a premium for the right to receive payments for the difference between the
cap or floor interest rate and a market interest rate on specified future dates
based on an underlying principal balance (notional principal). Amounts earned on
interest rate cap and floor agreements and swaptions are recorded as an
adjustment to net investment income.

  The Company uses equity collar agreements to reduce its equity market exposure
with respect to certain common stock investments that the Company holds. A
collar consists of a written call option that limits the Company's potential for
gain from appreciation in the stock price as well as a purchased put option that
limits the Company's potential for loss from a decline in the stock price.

  Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

  For the three and six month periods ended June 30, 2001, the Company
recognized a net gain of $8.4 million and $0.9 million, respectively, related to
the ineffective portion of its fair value hedges, and a net loss of $3.2 million
and $1.1 million, respectively, related to the portion of the hedging
instruments that were excluded from the assessment of hedge effectiveness. For
the three months ended June 30, 2001, all of the Company's hedged firm
commitments qualified as fair value hedges.

                                       62



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 Cash Flow Hedges

  The Company uses forward starting interest rate swap agreements to hedge the
variable cash flows associated with future asset acquisitions, which will
support the Company's long-term care insurance businesses. These agreements will
reduce the impact of future interest rate changes on the cost of acquiring
adequate assets to support the investment income assumptions used in pricing
these products.

  The Company uses interest rate futures contracts to hedge the variable cash
flows associated with variable benefit payments that it will make on certain
annuity contracts.

  The Company used interest rate floor agreements to hedge the interest rate
risk associated with minimum interest rate guarantees in certain of its life
insurance and annuity businesses.

  For the three and six month periods ended June 30, 2001, the Company
recognized a net loss of $0.4 million and $0.5 million, respectively, related to
the ineffective portion of its cash flow hedges, and a net loss of $30.6 million
and $22.6 million, respectively, related to the portion of the hedging
instruments that was excluded from the assessment of hedge effectiveness. For
the three and six month periods ended June 30, 2001, all of the Company's hedged
forecast transactions qualified as cash flow hedges.

  For the three and six month periods ended June 30, 2001, no amounts were
reclassified from other accumulated comprehensive income to earnings and it is
anticipated that approximately $3.8 million will be reclassified from other
accumulated comprehensive income to earnings within the next twelve months. The
maximum length for which variable cash flows are hedged is 24 years.

  For the three and six month periods ended June 30, 2001, none of the Company's
cash flow hedges have been discontinued because it was probable that the
original forecasted transaction would not occur by the end of the originally
specified time period documented at inception of the hedging relationship.

  The transition adjustment for the adoption of SFAS No. 133, as amended,
resulted in an increase in other comprehensive income of $23.0 million (net of
tax of $12.3 million) representing the accumulation in other comprehensive
income of the effective portion of the Company's cash flow hedges as of January
1, 2001. As of June 30, 2001, $20.0 million of losses (net of tax of $10.8
million) representing the effective portion of the change in fair value of
derivative instruments designated as cash flow hedges was added to accumulated
other comprehensive income, resulting in a balance of $3.0 million (net of tax
of $1.6 million).

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

  The Company enters into interest rate swap agreements, cancelable interest
rate swap agreements, interest rate futures contracts, and interest rate cap and
floor agreements to manage exposure to interest rates as described above under
Fair Value Hedges without designating the derivatives as hedging instruments.

  The Company enters into equity indexed futures contracts and equity indexed
option contracts and equity swaps to generate investment return to be credited
to equity indexed universal life insurance policies. The gains and losses on
these derivatives are included in net investment income, and are offset by
crediting similar amounts to policyholders accounts.

NOTE 8. RELATED PARTY TRANSACTIONS

  Certain directors of the Company are members or directors of other entities
that periodically perform services for or have other transactions with the
Company. Such transactions are either subject to bidding procedures or are
otherwise entered into on terms comparable to those that would be available to
unrelated third parties and are not material to the Company's results of
operations or financial condition.

                                       63



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors John Hancock Life Insurance Company

  We have audited the accompanying consolidated balance sheets of John Hancock
Life Insurance Company as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules 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 consolidated financial position of John Hancock Life
Insurance Company at December 31, 2000 and 1999, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

                                                           /S/ ERNST & YOUNG LLP
Boston, Massachusetts March 16, 2001

                                       64



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                          CONSOLIDATED BALANCE SHEETS




                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         ---------  -----------
                                                            (IN MILLIONS)
                                                              
ASSETS
Investments--Notes 3 and 4
Fixed maturities:
  Held-to-maturity--at amortized cost
  (fair value: 2000--$11,651.2; 1999--$13,438.7) . . .   $11,888.6   $13,790.2
  Available-for-sale--at fair value (cost:
  2000--$15,790.3; 1999--$17,150.9)  . . . . . . . . .    16,023.5    16,959.2
Equity securities:
  Available-for-sale--at fair value (cost:
  2000--$830.6; 1999--$1,086.2)                            1,094.9     1,230.2
  Trading securities--at fair value (cost:
  2000--$193.4; 1999--$53.8)                                 231.6        84.1
Mortgage loans on real estate  . . . . . . . . . . . .     8,968.9    10,733.0
Real estate  . . . . . . . . . . . . . . . . . . . . .       519.0       548.5
Policy loans . . . . . . . . . . . . . . . . . . . . .       428.6     1,938.8
Short-term investments . . . . . . . . . . . . . . . .       151.9       166.9
Other invested assets  . . . . . . . . . . . . . . . .     1,353.0     1,311.1
                                                         ---------   ---------
  Total Investments  . . . . . . . . . . . . . . . . .    40,660.0    46,762.0
Cash and cash equivalents  . . . . . . . . . . . . . .     2,841.2     1,797.7
Accrued investment income  . . . . . . . . . . . . . .       585.9       652.0
Premiums and accounts receivable . . . . . . . . . . .       210.8       215.6
Deferred policy acquisition costs  . . . . . . . . . .     2,388.5     3,142.7
Reinsurance recoverable--Note 9  . . . . . . . . . . .     2,829.0     2,246.0
Other assets . . . . . . . . . . . . . . . . . . . . .     2,100.6     1,724.8
Closed block assets--Note 6  . . . . . . . . . . . . .     9,710.0          --
Separate accounts assets . . . . . . . . . . . . . . .    26,454.8    28,047.6
                                                         ---------   ---------
  Total Assets . . . . . . . . . . . . . . . . . . . .   $87,780.8   $84,588.4
                                                         =========   =========




The accompanying notes are an integral part of these consolidated financial
statements.

                                       65



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS--(CONTINUED)




                                                            DECEMBER 31,
                                                          2000        1999
                                                        ---------  ------------
                                                            (IN MILLIONS)
                                                             
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Future policy benefits  . . . . . . . . . . . . . . .   $22,996.4   $31,106.2
Policyholders' funds  . . . . . . . . . . . . . . . .    15,722.9    15,562.3
Unearned revenue  . . . . . . . . . . . . . . . . . .       671.3       490.2
Unpaid claims and claim expense reserves  . . . . . .       253.7       358.9
Dividends payable to policyholders  . . . . . . . . .       130.8       472.8
Short-term debt--Note 7 . . . . . . . . . . . . . . .       245.3       453.8
Long-term debt--Note 7  . . . . . . . . . . . . . . .       534.0       536.9
Income taxes--Note 5  . . . . . . . . . . . . . . . .       428.8       161.8
Other liabilities . . . . . . . . . . . . . . . . . .     2,600.7     2,551.2
Closed block liabilities--Note 6    . . . . . . . . .    12,035.9          --
Separate accounts liabilities   . . . . . . . . . . .    26,454.8    28,047.6
                                                        ---------   ---------
  Total Liabilities . . . . . . . . . . . . . . . . .    82,074.6    79,741.7
Minority interest--Note 8 . . . . . . . . . . . . . .       290.3        93.5
Commitments and contingencies--Note 11
Shareholder's Equity--Note 12 . . . . . . . . . . . .
Common stock, $10,000 par value; 1,000 shares
 authorized and outstanding . . . . . . . . . . . . .        10.0          --
Additional paid in capital  . . . . . . . . . . . . .     4,998.9          --
Retained earnings . . . . . . . . . . . . . . . . . .       330.1     4,782.9
Accumulated other comprehensive income (loss) . . . .        76.9       (29.7)
                                                        ---------   ---------
  Total Shareholder's Equity  . . . . . . . . . . . .     5,415.9     4,753.2
                                                        ---------   ---------
  Total Liabilities and Shareholder's Equity  . . . .   $87,780.8   $84,588.4
                                                        =========   =========




The accompanying notes are an integral part of these consolidated financial
statements.

                                       66



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                       CONSOLIDATED STATEMENTS OF INCOME




                                                 YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                2000       1999        1998
                                              ---------  ---------  -----------
                                                      (IN MILLIONS)
                                                           
REVENUES
Premiums  . . . . . . . . . . . . . . . . .   $2,190.4   $2,411.3    $2,109.0
Universal life and investment-type product
 charges. . . . . . . . . . . . . . . . . .      746.7      703.3       597.0
Net investment income--Note 3 . . . . . . .    3,251.0    3,568.5     3,328.0
Net realized investment gains, net of
 related amortization of deferred
 policy acquisition costs and amounts
 credited to participating pension
 contractholders ($6.0, $85.8 and $120.3,
 respectively)--Notes 1, 3, and 13  . . . .       83.9      175.2       106.1
Investment management revenues, commissions
 and other fees . . . . . . . . . . . . . .      764.8      680.9       659.7
Other revenue (expense) . . . . . . . . . .      (13.9)       0.1        10.3
Contribution from the closed block--Note 6       124.1         --          --
                                              --------   --------    --------
  Total revenues  . . . . . . . . . . . . .    7,147.0    7,539.3     6,810.1
Benefits and expenses
Benefits to policyholders, excluding amounts
 related to net realized
 investment gains credited to participating
 pension contractholders
 ($6.9, $35.3, $79.1, respectively)--Notes
 1, 3, and 13 . . . . . . . . . . . . . . .    4,092.5    5,133.0     4,082.6
Other operating costs and expenses  . . . .    1,507.7    1,384.4     1,357.8
Amortization of deferred policy acquisition
 costs, excluding amounts related to net
 realized investment gains (losses)
 (($0.9), $50.5 and $41.2,
 respectively)--Notes 1, 3 and 13 . . . . .      183.8      164.2       261.2
Dividends to policyholders  . . . . . . . .      157.3      501.6       473.2
Demutualization expenses                          10.6       96.2        18.0
                                              --------   --------    --------
  Total benefits and expenses . . . . . . .    5,951.9    7,279.4     6,192.8
                                              --------   --------    --------
Income before income taxes, minority
 interest and cumulative effect of
 accounting change  . . . . . . . . . . . .    1,195.1      259.9       617.3
Income taxes--Note 5  . . . . . . . . . . .      344.4       97.9       174.1
                                              --------   --------    --------
Income before minority interest and
 cumulative
 effect of accounting change  . . . . . . .      850.7      162.0       443.2
Minority interest--Note 8 . . . . . . . . .      (10.6)      (1.6)       (1.1)
                                              --------   --------    --------
Income before cumulative effect of
 accounting change  . . . . . . . . . . . .      840.1      160.4       442.1
Cumulative effect of accounting change, net
 of tax--Note 1 . . . . . . . . . . . . . .         --       (9.7)         --
                                              --------   --------    --------
Net income  . . . . . . . . . . . . . . . .   $  840.1   $  150.7    $  442.1
                                              ========   ========    ========




The accompanying notes are an integral part of these consolidated financial
statements.

                                       67



                      JOHN HANCOCK LIFE INSURANCE COMPANY

  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY AND COMPREHENSIVE
                                     INCOME




                                                        ACCUMULATED
                                ADDITIONAL                  OTHER           TOTAL
                        COMMON   PAID IN    RETAINED    COMPREHENSIVE    SHAREHOLDER'S
                        STOCK    CAPITAL     EARNINGS   INCOME (LOSS)       EQUITY
                        ------  ----------  ---------  --------------  ----------------
                                                        
(IN MILLIONS)
Balance at January 1,
 1998 . . . . . . . .                       $4,190.1      $ 446.7         $4,636.8
Comprehensive income:
 Net income . . . . .                          442.1                         442.1
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses)  . . . . .                                      (148.6)          (148.6)
 Foreign currency
  translation
  adjustment. . . . .                                        (6.0)            (6.0)
 Minimum pension
  liability . . . . .                                        (8.8)            (8.8)
                                                                          --------
Comprehensive income                                                         278.7
                                            --------      -------         --------
Balance at December
 31, 1998 . . . . . .                        4,632.2        283.3          4,915.5
Comprehensive income:
 Net income . . . . .                          150.7                         150.7
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses)  . . . . .                                      (307.0)          (307.0)
 Foreign currency
  translation
  adjustment  . . . .                                        16.9             16.9
 Minimum pension
  liability . . . . .                                       (22.9)           (22.9)
                                                                          --------
Comprehensive income                                                        (162.3)
                                            --------      -------         --------
Balance at December
 31, 1999 . . . . . .                       $4,782.9      $ (29.7)        $4,753.2
                                            ========      =======         ========



The accompanying notes are an integral part of these consolidated financial
statements.

                                       68



                      JOHN HANCOCK LIFE INSURANCE COMPANY

  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY AND COMPREHENSIVE
                              INCOME--(CONTINUED)




                                                         ACCUMULATED
                                ADDITIONAL                   OTHER           TOTAL
                        COMMON    PAID IN    RETAINED    COMPREHENSIVE    SHAREHOLDER'S
                         STOCK    CAPITAL    EARNINGS    INCOME (LOSS)       EQUITY
                        ------  ----------  ----------  --------------  ----------------
(IN MILLIONS)
                                                         
Balance at December
 31, 1999 . . . . . .      --          --   $ 4,782.9      $(29.7)         $4,753.2
Demutualization
 transaction. . . . .   $10.0    $4,956.4    (4,826.9)                        139.5
Comprehensive income:
 Net income before
  demutualization . .                            44.0                          44.0
 Net income after
  demutualization . .                           796.1                         796.1
                                            ---------                      --------
 Net income for the
  year. . . . . . . .                           840.1                         840.1
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses). . . . . .                                       122.0             122.0
 Foreign currency
  translation
  adjustment. . . . .                                       (19.1)            (19.1)
 Minimum pension
  liability . . . . .                                         8.2               8.2
                                                           ------          --------
Comprehensive income                                                          951.2
Capital contributions
 from
 parent company . . .                42.5                                      42.5
Dividend paid to
 parent
 company  . . . . . .                          (466.0)                       (466.0)
Minority interest . .                                        (4.5)             (4.5)
                        -----    --------   ---------      ------          --------
Balance at December
 31, 2000 . . . . . .   $10.0    $4,998.9   $   330.1      $ 76.9          $5,415.9
                        =====    ========   =========      ======          ========




The accompanying notes are an integral part of these consolidated financial
statements.

                                       69



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS




                                               YEAR ENDED DECEMBER 31,
                                         -----------------------------------
                                           2000         1999          1998
                                         ----------  -----------  -------------
                                                    (IN MILLIONS)
                                                         
Cash flows from operating activities:
 Net income  . . . . . . . . . . . . .   $   840.1   $    150.7    $    442.1
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
  Amortization of discount--fixed
   maturities. . . . . . . . . . . . .      (121.8)       (77.9)        (55.6)
  Realized investment gains, net . . .       (83.9)      (175.2)       (106.1)
  Change in deferred policy acquisition
   costs . . . . . . . . . . . . . . .      (334.0)      (281.3)       (173.8)
  Depreciation and amortization  . . .        98.6         74.3          90.2
  Net cash flows from trading
   securities. . . . . . . . . . . . .      (147.5)       (16.2)          4.2
  (Increase) decrease in accrued
   investment income . . . . . . . . .       (70.0)      (116.3)         21.9
  Decrease in premiums and accounts
   receivable. . . . . . . . . . . . .         0.8         11.8         131.3
  Increase in other assets and other
   liabilities, net  . . . . . . . . .      (546.4)      (218.7)       (427.4)
  Increase in policy liabilities and
   accruals, net . . . . . . . . . . .     1,776.9      2,253.6       1,347.4
  Loss on sale of subsidiaries . . . .          --         21.3            --
  Increase (decrease) in income taxes.       434.6         (4.2)         16.6
  Initial cash transferred to the
   closed block  . . . . . . . . . . .      (158.6)          --            --
  Contribution from the closed block .      (124.1)          --            --
                                         ---------   ----------    ----------
Net cash provided by operating
 activities. . . . . . . . . . . . . .     1,564.7      1,621.9       1,290.8
Cash flows from investing activities:
  Sales of:
  Fixed maturities held-to-maturity  .          --         28.7           8.5
  Fixed maturities available-for-sale      4,896.8      9,824.0      21,079.2
  Equity securities available-for-sale       742.9        182.7         249.2
  Real estate  . . . . . . . . . . . .        66.4      1,286.3         640.3
  Short-term investments and other
   invested assets . . . . . . . . . .       101.9        764.4         926.3
Maturities, prepayments and scheduled
 redemptions of:
  Fixed maturities held-to-maturity  .     1,553.9      1,777.1       2,166.9
  Fixed maturities available-for-sale      1,394.2      1,880.3       2,162.3
  Short-term investments and other
   invested assets . . . . . . . . . .       459.9        311.8          79.4
  Mortgage loans on real estate  . . .     1,429.9      1,509.0       1,849.8
Purchases of:
  Fixed maturities held-to-maturity  .    (1,860.8)    (2,715.1)     (2,428.5)
  Fixed maturities available-for-sale     (7,553.0)   (12,660.6)    (24,118.7)
  Equity securities available-for-sale      (511.6)      (384.1)       (384.5)
  Real estate  . . . . . . . . . . . .       (46.0)      (197.2)       (152.0)
  Short-term investments and other
   invested assets . . . . . . . . . .      (818.5)      (715.4)     (1,103.0)
  Mortgage loans on real estate issued    (1,605.8)    (2,410.7)     (2,265.3)
 Cash received related to acquisition
  of business  . . . . . . . . . . . .       141.3           --            --
  Net cash received (paid) related to
   sale of subsidiaries  . . . . . . .       267.2       (206.5)           --
  Net cash paid for acquisition of
   subsidiary. . . . . . . . . . . . .          --       (200.4)           --
 Other, net  . . . . . . . . . . . . .        22.8         (7.9)        (13.0)
                                         ---------   ----------    ----------
 Net cash used in investing activities    (1,318.5)    (1,933.6)     (1,303.1)
                                         =========   ==========    ==========




The accompanying notes are an integral part of these consolidated financial
statements.

                                       70



                      JOHN HANCOCK LIFE INSURANCE COMPANY

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)




                                                YEAR ENDED DECEMBER 31,
                                           ---------------------------------
                                             2000        1999         1998
                                           ----------  ----------  ------------
                                                     (IN MILLIONS)
                                                          
Cash flows from financing activities:
 Issuance of common stock  . . . . . . .   $    10.0          --           --
 Contribution from Parent  . . . . . . .     1,552.0
 Payments to eligible policyholders under
  Plan of Reorganization . . . . . . . .    (1,076.7)         --           --
 Dividend paid to parent company . . . .      (466.0)         --           --
 Proceeds from issuance of preferred
  stock. . . . . . . . . . . . . . . . .          --   $    68.2           --
 Universal life and investment--type
  contract deposits  . . . . . . . . . .     8,148.3     8,365.9    $ 8,214.8
 Universal life and investment-type
  contract maturities and withdrawals. .    (7,158.8)   (8,144.0)    (7,204.1)
 Issuance of long-term debt  . . . . . .        20.0         6.0         77.0
 Repayment of long-term debt . . . . . .       (73.2)      (15.5)      (298.1)
 Net (decrease) increase in commercial
  paper. . . . . . . . . . . . . . . . .      (158.3)      (30.5)        60.4
                                           ---------   ---------    ---------
  Net cash provided by financing
   activities. . . . . . . . . . . . . .       797.3       250.1        850.0
                                           ---------   ---------    ---------
  Net increase (decrease) in cash and
   cash equivalents  . . . . . . . . . .     1,043.5       (61.6)       837.7
Cash and cash equivalents at beginning of
 year. . . . . . . . . . . . . . . . . .     1,797.7     1,859.3      1,021.6
                                           ---------   ---------    ---------
Cash and cash equivalents at end of year   $ 2,841.2   $ 1,797.7    $ 1,859.3
                                           =========   =========    =========




The accompanying notes are an integral part of these consolidated financial
statement.

                                       71



                      JOHN HANCOCK LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  John Hancock Life Insurance Company (the Company), formerly known as John
Hancock Mutual Life Insurance Company (the Mutual Company) and Subsidiaries, is
a diversified financial services organization that provides a broad range of
insurance and investment products and investment management and advisory
services.

 Reorganization and Initial Public Offering

  In connection with the Mutual Company's Plan of Reorganization (the Plan),
effective February 1, 2000, the Mutual Company 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. (JHFS
or the parent company), which is a holding company. All policyholder membership
interests in the Mutual Company were extinguished on that date and eligible
policyholders of the Mutual Company received, in the aggregate, 212.8 million
shares of common stock, $1,438.7 million of cash and $43.7 million policy
credits as compensation. In addition, the Company established a closed block, to
fund the guaranteed benefits and dividends of certain participating insurance
policies. In connection with the Plan, the Mutual Company changed its name to
John Hancock Life Insurance Company.

  In addition, on February 1, 2000, JHFS completed its initial public offering
(IPO) in which 102.0 million shares of common stock were issued at a price of
$17.00 per share. Net proceeds from the IPO were $1,657.7 million, of which
$105.7 million was retained by JHFS and $1,552.0 million was contributed to the
Company.

 Principles of Consolidation

  The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. Less than
majority-owned entities in which the Company has at least a 20% interest are
accounted for using the equity method. All significant intercompany transactions
and balances have been eliminated.

  As of October 1, 2000, the Company sold 100% of the common stock of John
Hancock Reassurance Company Ltd. (JHReCO), a Bermuda based subsidiary, to JHFS
for cash of $44.9 million. The sale has been accounted for as a de-pooling of
interests, and accordingly all prior period consolidated financial statements
have been restated to exclude the results of operations, financial position, and
cash flows of JHReCO from the Company's financial statements. No gain or loss
was recognized on the transaction.

  The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

 Investments

  In accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the Company is required to classify its investments into one of
three categories: held-to-maturity, available-for-sale or trading. The Company
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates such designation as of each balance sheet date. Fixed
maturity investments include bonds, mortgage-backed securities, and redeemable
preferred stock and are classified as held-to-maturity or available-for-sale.
Bonds and mortgage-backed securities which the Company has the positive intent
and ability to hold to maturity are classified as held-to-maturity and carried
at amortized cost. Fixed maturity investments not classified as held-to-maturity
are classified as available-for-sale and are carried at fair value. Unrealized
gains and losses related to available-for-sale securities are reflected in
shareholder's equity, net of related amortization of deferred policy acquisition
costs, amounts credited to participating pension contractholders and applicable
taxes. The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is included
in investment income. The amortized cost of fixed maturity investments is
adjusted for impairments in value deemed to be other than temporary.

                                       72



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  For the mortgage-backed bond portion of the fixed maturity investment
portfolio, the Company recognizes income using a constant effective yield based
on anticipated prepayments and the estimated economic life of the securities.
When actual prepayments differ significantly from anticipated prepayments, the
effective yield is recalculated to reflect actual payments to date, and
anticipated future payments and any resulting adjustment is included in net
investment income.

  Equity securities include common stock and non-redeemable preferred stock.
Equity securities that have readily determinable fair values are carried at fair
value. For equity securities which the Company has classified as
available-for-sale, unrealized gains and losses are reflected in shareholder's
equity as described above. Impairments in value deemed to be other than
temporary are reported as a component of realized investment gains (losses).
Gains and losses, both realized and unrealized, on equity securities classified
as trading are included in net investment income.

  Mortgage loans on real estate are carried at unpaid principal balances
adjusted for amortization of premium or discount, less allowance for probable
losses. When it is probable that the Company will be unable to collect all
amounts of principal and interest due according to the contractual terms of the
mortgage loan agreement, the loan is deemed to be impaired and a valuation
allowance for probable losses is established. The valuation allowance is based
on the present value of the expected future cash flows, discounted at the loan's
original effective interest rate, or on the collateral value of the loan if the
loan is collateral dependent. Any change to the valuation allowance for mortgage
loans on real estate is reported as a component of realized investment gains
(losses). Interest received on impaired mortgage loans on real estate is
included in interest income in the period received. If foreclosure becomes
probable, the measurement method used is collateral value. Foreclosed real
estate is then recorded at the collateral's fair value at the date of
foreclosure, which establishes a new cost basis.

  Investment real estate, which the Company has the intent to hold for the
production of income, is carried at depreciated cost, using the straight-line
method of depreciation, less adjustments for impairments in value. In those
cases where it is determined that the carrying amount of investment real estate
is not recoverable, an impairment loss is recognized based on the difference
between the depreciated cost and fair value of the asset. The Company reports
impairment losses as part of realized investment gains (losses).

  Real estate to be disposed of is carried at the lower of cost or fair value
less costs to sell. Any change to the valuation allowance for real estate to be
disposed of is reported as a component of realized investment gains (losses).
The Company does not depreciate real estate to be disposed of. During 1998, the
Company made a strategic decision to sell the majority of its commercial real
estate portfolio. Properties with a carrying value of $43.7 million, $979.7
million and $512.0 million were sold in 2000, 1999 and 1998, respectively. As of
December 31, 2000, the plan to divest the Company of the majority of its
commercial real estate portfolio is substantially complete.

  Policy loans are carried at unpaid principal balances which approximate fair
value.

  Short-term investments are carried at amortized cost.

  Partnership and joint venture interests in which the Company does not have
control or a majority ownership interest are recorded using the equity method of
accounting and included in other invested assets.

  Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are determined
on the basis of specific identification and are reported net of related
amortization of deferred policy acquisition costs and amounts credited to
participating pension contractholder accounts.

                                       73



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Derivative Financial Instruments

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

  The Company uses futures contracts principally to hedge risks associated with
interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. Futures contracts represent commitments to either purchase
or sell securities at a specified future date and at a specified price or yield.

  The Company uses interest rate swap, cap and floor agreements and swaptions
for the purpose of converting the interest rate characteristics (fixed or
variable) of certain investments to more closely match its liabilities. Interest
rate swap agreements are contracts with a counterparty to exchange interest rate
payments of a differing character (e.g., fixed-rate payments exchanged for
variable-rate payments) based on an underlying principal balance (notional
principal) to hedge against interest rate changes. Interest rate cap and floor
agreements are contracts with a counterparty which require the payment of a
premium for the right to receive payments for the difference between the cap or
floor interest rate and a market interest rate on specified future dates based
on an underlying principal balance (notional principal) to hedge against rising
and falling interest rates. Swaptions entitle the Company to receive settlement
payments from other parties on specified expiration dates, contingent on future
interest rates. The amount of such settlement payments, if any, is determined by
the present value of the difference between the fixed rate on a market rate swap
and the strike rate multiplied by the notional amount.

  Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

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

  Futures contracts are carried at fair value and require daily cash settlement.
Changes in the fair value of futures contracts that qualify as hedges are
deferred and recognized as an adjustment to the hedged asset or liability.

  The net differential to be paid or received on interest rate swap agreements
and currency rate swap agreements is accrued and recognized as a component of
net investment income. The related amounts due to or from counterparties are
included in accrued investment income receivable or payable.

  Premiums paid for interest rate cap and floor agreements and swaptions are
deferred and amortized to net investment income on a straight-line basis over
the term of the agreements. The unamortized premium is included in other assets.
Amounts earned on interest rate cap and floor agreements and swaptions are
recorded as an adjustment to net investment income. Settlements received on
swaptions are deferred and amortized over the life of the hedged assets as an
adjustment to yield.

                                       74



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Interest rate swap, cap and floor agreements, swaptions and currency rate swap
agreements which hedge instruments designated as available-for-sale are adjusted
to fair value with the resulting unrealized gains and losses, net of related
taxes, included in shareholder's equity. The net unrealized gain (losses) on
derivatives hedging available-for-sale instruments included in shareholder's
equity was ($181.2) million, $86.1 million, and ($128.1) million, at December
31, 2000, 1999 and 1998, respectively. The change in net unrealized gain
(losses) for derivatives recorded as part of other comprehensive income for the
years ended December 31, 2000, 1999 and 1998 was ($267.3) million, $214.2
million, and ($68.4) million, respectively. The fair value of those derivatives
used to hedge items other than available-for-sale instruments is not recognized
in the financial statements.

  Equity collar agreements are carried at fair value and are included in other
invested assets, with the resulting unrealized gains and losses included in
realized investment gains (losses).

  Hedge accounting is applied after the Company determines that the items to be
hedged expose it to interest or price risk, designates these financial
instruments as hedges and assesses whether the instruments reduce the hedged
risks through the measurement of changes in the value of the instruments and the
items being hedged at both inception and throughout the hedge period.

  From time to time, futures contracts, interest rate swaps, cap and floor
agreements, swaptions and currency rate swap agreements are terminated. If the
terminated position was accounted for as a hedge, realized gains or losses are
deferred and amortized over the remaining lives of the hedged assets or
liabilities. Realized and unrealized changes in fair value of derivatives
designated with items that no longer exist or are no longer probable of
occurring are recorded as a component of the gain or loss arising from the
disposition of the designated item or included in income when it is determined
that the item is no longer probable of occurring. Changes in the fair value of
derivatives no longer effective as hedges are recognized in income from the date
the derivative becomes ineffective until their expiration.

 Revenue Recognition

  Premiums from participating and non-participating traditional life insurance
and annuity policies with life contingencies are recognized as income when due.

  Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges.

  Premiums for contracts with a single premium or a limited number of premium
payments, due over a significantly shorter period than the total period over
which benefits are provided, are recorded in income when due. The portion of
such premium that is not required to provide for all benefits and expenses is
deferred and recognized in income in a constant relationship to insurance in
force or, for annuities, the amount of expected future benefit payments.

  Premiums from long-term care insurance contracts are recognized as income when
due. Premiums from group life and health insurance contracts are recognized as
income over the period to which the premiums relate in proportion to the amount
of insurance protection provided.

  Property and casualty insurance premiums are recognized as earned over the
terms of the contracts.

                                       75



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Investment advisory, transfer agent, distribution and service fees are
recognized as revenues when services are performed. Commissions related to
security transactions and related expenses are recognized as income on the trade
date. Contingent deferred selling charge commissions are recognized as income in
the year received. Selling commissions paid to the selling broker/dealer for
sales of mutual funds that do not have a front-end sales charge are deferred and
amortized on a straight-line basis over periods not exceeding six years. This is
the approximate period of time expected to be benefited and during which fees
earned pursuant to Rule 12b-1 distribution plans are received from the funds and
contingent deferred sales charges are received from shareholders of the funds.

 Future Policy Benefits and Policyholders' Funds

  Future policy benefits for participating traditional life insurance policies
are based on the net level premium method. This net level premium reserve is
calculated using the guaranteed mortality and dividend fund interest rates,
which range from 2.5% to 8.0%. The liability for annual dividends represents the
accrual of annual dividends earned. Settlement dividends are accrued in
proportion to gross margins over the life of the contract.

  For non-participating traditional life insurance policies, future policy
benefits are estimated using a net level premium method on the basis of
actuarial assumptions as to mortality, persistency, interest and expenses
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on the Company's experience, which, together
with interest and expense assumptions, include a margin for adverse deviation.
Benefit liabilities for annuities during the accumulation period are equal to
accumulated contractholders' fund balances and after annuitization are equal to
the present value of expected future payments. Interest rates used in
establishing such liabilities range from 2.5% to 8.0% for life insurance
liabilities, from 2.0% to 14.2% for individual annuity liabilities and from 2.0%
to 12.6% for group annuity liabilities.

  Policyholders' funds for universal life and investment-type products,
including guaranteed investment contracts and funding agreements, are equal to
the policyholder account values before surrender charges. As of December 31,
2000, the Company had approximately $6.3 billion of funding agreements, none of
which contains early termination provisions. Policy benefits that are charged to
expense include benefit claims incurred in the period in excess of related
policy account balances and interest credited to policyholders' account
balances. Interest crediting rates range from 3.0% to 9.0% for universal life
products and from 4.6% to 16.0% for investment-type products.

  Future policy benefits for long-term care insurance policies are based on the
net level premium method. Assumptions established at policy issue as to
mortality, morbidity, persistency, interest and expenses, which include a margin
for adverse deviation, are based on estimates developed by management. Interest
rates used in establishing such liabilities range from 6.0% to 8.5%.

  Liabilities for unpaid claims and claim expenses include estimates of payments
to be made on reported individual and group life, long-term care, and group
accident and health insurance claims and estimates of incurred but not reported
claims based on historical claims development patterns.

  Estimates of future policy benefit reserves, claim reserves and expenses are
reviewed continually and adjusted as necessary; such adjustments are reflected
in current earnings. Although considerable variability is inherent in such
estimates, management believes that future policy benefit reserves and unpaid
claims and claims expense reserves are adequate.

                                       76



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Property and casualty reserves include loss reserve estimates based on claims
reported and unreported and estimates of future expenses to be incurred in
settlement of the claims provided for in the loss reserves estimates. These
liabilities include estimates of future trends in claim severity and frequency
and other factors that could vary as the losses are ultimately settled. During
1999, the Company sold the rest of its property and casualty business.

 Participating Insurance

  Participating business represents approximately 86.3%, 88.1%, and 87.7% of the
Company's life insurance in force, 97.9%, 98.3%, and 98.4% of the number of life
insurance policies in force, and 99.6%, 97.4%, and 97.3% of life insurance
premiums in 2000, 1999 and 1998, respectively.

  The portion of earnings allocated to participating pension contractholders
that cannot be expected to inure to the Company is excluded from net income and
shareholder's equity.

  The amount of policyholders' dividends to be paid is approved annually by the
Company's Board of Directors. The determination of the amount of policyholder
dividends is complex and varies by policy type. In general, the aggregate amount
of policyholders' dividends is related to actual interest, mortality, morbidity,
persistency and expense experience for the year and judgment as to the
appropriate level of statutory surplus to be retained by the Company. For
policies included in the closed block, expense experience is not included in
determining policyholders' dividends.

 Deferred Policy Acquisition Costs

  Costs that vary with, and are related primarily to, the production of new
business have been deferred to the extent that they are deemed recoverable. Such
costs include commissions, certain costs of policy issue and underwriting, and
certain agency expenses. For participating traditional life insurance policies,
such costs are being amortized over the life of the contracts at a constant rate
based on the present value of the estimated gross margin amounts expected to be
realized over the lives of the contracts. Estimated gross margin amounts include
anticipated premiums and investment results less claims and administrative
expenses, changes in the net level premium reserve and expected annual
policyholder dividends. For universal life insurance contracts and
investment-type products, such costs are being amortized generally in proportion
to the present value of expected gross profits arising principally from
surrender charges and investment results, and mortality and expense margins. The
effects on the amortization of deferred policy acquisition costs of revisions to
estimated gross margins and profits are reflected in earnings in the period such
estimated gross margins and profits are revised. For non-participating term life
and long-term care insurance products, such costs are being amortized over the
premium-paying period of the related policies using assumptions consistent with
those used in computing policy benefit reserves. Amortization expense was $182.9
million, $214.7 million, and $302.4 million in 2000, 1999 and 1998,
respectively.

  Amortization of deferred policy acquisition costs is allocated to: (1)
realized investment gains and losses for those products that realized gains and
losses have a direct impact on the amortization of deferred policy acquisition
costs; (2) unrealized investment gains and losses, net of tax, to provide for
the effect on the deferred policy acquisition cost asset that would result from
the realization of unrealized gains and losses on assets backing participating
traditional life insurance and universal life and investment-type contracts; and
(3) a separate component of benefits and expenses to reflect amortization
related to the gross margins or profits, excluding realized gains and losses,
relating to policies and contracts in force.

                                       77



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Realized investment gains and losses related to certain products have a direct
impact on the amortization of deferred policy acquisition costs as such gains
and losses affect the amount and timing of profit emergence. Accordingly, to the
extent that such amortization results from realized gains and losses, management
believes that presenting realized investment gains and losses net of related
amortization of deferred policy acquisition costs provides information useful in
evaluating the operating performance of the Company. This presentation may not
be comparable to presentations made by other insurers.

CASH AND CASH EQUIVALENTS

  Cash and cash equivalents include cash and all highly liquid debt investments
with a maturity of three months or less when purchased.

 Goodwill and Value of Business Acquired

  The excess of cost over the fair value of the net assets of businesses
acquired was $228.6 million and $155.3 million at December 31, 2000 and 1999,
respectively, and is included in other assets in the consolidated balance
sheets. Goodwill is amortized on systematic bases over periods not exceeding 40
years, which correspond with the benefits estimated to be derived from the
acquisitions. Accumulated amortization was $63.6 million and $43.3 million at
December 31, 2000 and 1999, respectively. Amortization expense included in other
operating costs and expenses was $20.3 million, $9.7 million, and $9.1 million,
in 2000, 1999 and 1998, respectively. The Company reevaluates the recoverability
of recorded goodwill based on the undiscounted cash flows of the related
business whenever significant events or changes indicate an impairment may
exist. If the undiscounted cash flows do not support the amount recorded, an
impairment is recognized by a charge to current operations to reduce the
carrying value of the goodwill based on the expected discounted cash flows of
the related business.

  The Company records an asset representing the present value of future profits
of insurance policies inforce related to the businesses acquired. This asset is
recorded as the value of business acquired (VOBA) and amounted to $340.0 million
and $112.4 million at December 31, 2000 and 1999, respectively, and is included
in other assets in the consolidated financial statements. VOBA is amortized in
proportion to the present value of expected gross profits. Amortization expense
included in other operating costs and expenses was $4.9 million, $1.3 million
and $1.7 million in 2000, 1999 and 1998 respectively.

  On October 1, 1999, The Maritime Life Assurance Company (Maritime), an
indirect majority owned subsidiary of the Company, completed its purchase of
Aetna Canada Holdings Limited (Aetna Canada) for approximately $296 million. On
March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis) through a coinsurance agreement for
approximately $165 million. The acquisitions were recorded under the purchase
method of accounting and, accordingly, the operating results have been included
in the Company's consolidated results of operations from the applicable date of
acquisition. Each purchase price was allocated to the assets acquired and the
liabilities assumed based on estimated fair values, with the excess of the
applicable purchase price over the estimated fair values recorded as goodwill.
The goodwill calculation related to the Fortis acquisition is preliminary and
further refinements might be necessary and are expected to be finalized in 2001.
The unaudited pro forma revenues and net income, assuming that the acquisition
of Aetna Canada had occurred at the beginning of 1999, were $7,899.2 million and
$158.4 million, respectively, for the year ended December 31, 1999. The pro
forma results, assuming the acquisition of Fortis had taken place as of the
beginning of 2000 and 1999, respectively, would not be materially different from
the reported results.

                                       78



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Separate Accounts

  Separate accounts assets and liabilities reported in the accompanying
consolidated balance sheets represent funds that are administered and invested
by the Company to meet specific investment objectives of the contractholders.
Investment income and investment gains and losses generally accrue directly to
such contractholders who bear the investment risk, subject in some cases to
minimum guaranteed rates. The assets of each account are legally segregated and
are not subject to claims that arise out of any other business of the Company.
Separate account assets are reported at fair value. Deposits, net investment
income and realized investment gains and losses of separate accounts are not
included in the revenues of the Company. Fees charged to contractholders,
principally mortality, policy administration and surrender charges, are included
in universal life and investment-type product charges.

 Reinsurance

  The Company utilizes reinsurance agreements to provide for greater
diversification of business, allow management to control exposure to potential
losses arising from large risks and provide additional capacity for growth.

  Assets and liabilities related to reinsurance ceded contracts are reported on
a gross basis. The accompanying statements of income reflect premiums, benefits
and settlement expenses net of reinsurance ceded. 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.

 Federal Income Taxes

  The provision for federal income taxes includes amounts currently payable or
recoverable and deferred income taxes, computed under the liability method,
resulting from temporary differences between the tax basis and book basis of
assets and liabilities. A valuation allowance is established for deferred tax
assets when it is more likely than not that an amount will not be realized.
Foreign subsidiaries and U.S. subsidiaries operating outside of the United
States are taxed under applicable foreign statutory rates.

 Foreign Currency Translation

  The assets and liabilities of operations in foreign currencies are translated
into United States dollars at current exchange rates. Revenues and expenses are
translated at average rates during the year. The resulting net translation
adjustments for each year are accumulated and included in shareholder's equity.
Gains or losses on foreign currency transactions are reflected in earnings.

 Severance

  In 1999, the Company initiated a restructuring plan to reduce costs and
increase future operating efficiency by consolidating portions of its
operations. The plan consists primarily of reducing staff in the home office and
terminating certain operations outside the home office.

  In connection with the restructuring plan, approximately 391 employees have
been or will be terminated. These employees are or have been associated with
operations in our Boston office and outside the home office. As of December 31,
2000, the liability for employee termination costs included in other liabilities
was $20.6 million. Employee termination costs, included in other operating costs
and expenses, were $18.8 million and $26.3 million for the years ended December
31, 2000 and 1999, respectively. Of the total number of employees affected,
approximately 364 have been terminated, having received benefit payments of
approximately $24.5 million.

                                       79



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Accounting Changes

  In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 00-3, "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance Holding
Companies and Certain Long-Duration Participating Contracts." The SOP, which was
adopted with respect to accounting for demutualization expenses by the Company
on December 15, 2000, requires that demutualization related expenses be
classified as a single line item within income from continuing operations and
should not be classified as an extraordinary item. The adoption of SOP 00-3
resulted in the reclassification of demutualization expenses previously recorded
as an extraordinary item in 1999 and 1998 of $93.6 million and $11.7 million,
respectively (net of tax of $2.6 million and $6.3 million, respectively). The
remaining provisions of this SOP, which will require (1) the inclusion of all
closed block activity together with all other assets, liabilities, revenues and
expenses and (2) recognition of a policyholder dividend obligation that
represents cumulative actual closed block earnings in excess of expected
periodic amounts calculated at the date of the demutualization, are effective no
later than December 31, 2001. See Note 6 for a summary description of the closed
block assets, liabilities, revenues and expenses, which do not include the
policyholder dividend obligation that will be required in 2001. The Company
currently is evaluating the effect that establishing the policyholder dividend
obligation will have on its results of operations and financial position. That
impact is not known at this time.

  In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities." The SOP, which was adopted by the Company on January 1, 1999,
requires that start-up costs capitalized prior to January 1, 1999 be written-off
and any future start-up costs be expensed as incurred. The adoption of SOP 98-5
resulted in a charge to operations of $9.7 million (net of tax of $5.9 million)
and was accounted for as a cumulative effect of an accounting change.

  In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance for determining whether
computer software is for internal use and when costs incurred for internal use
software are to be capitalized. SOP 98-1 was adopted by the Company on January
1, 1999. The adoption of SOP 98-1 did not have a material impact on the
Company's consolidated financial statements.

  SOP 98-7, "Deposit Accounting: Accounting for Insurance and Reinsurance
Contracts That Do Not Transfer Insurance Risk," provides guidance on how to
account for insurance and reinsurance contracts that do not transfer insurance
risk under a method referred to as deposit accounting. SOP 98-7 is effective for
fiscal years beginning after June 15, 1999. SOP 98-7 did not have a material
impact on the Company's consolidated financial statements.

                                       80



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Recent Accounting Pronouncements

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement 133." This Statement amends SFAS No. 133 to
defer its effective date for one year, to fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities--an amendment of SFAS No.
133." This Statement makes certain changes in the hedging provisions of SFAS No.
133, and is effective concurrent with SFAS No. 133. As amended, SFAS No. 133
requires all derivatives to be recognized on the balance sheet at fair value,
and establishes special accounting for the following three types of hedges: fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. Special accounting for qualifying hedges
provides for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of the corresponding changes in value of the
hedged item. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in the fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be recognized immediately in earnings and will be included in
net realized and other investment gains. As a result, such amounts will not be
included in the determination of the Company's segment after tax operating
income.

  The adoption of SFAS No. 133, as amended, will result in an increase in other
comprehensive income of $58.8 million (net of tax of $31.7 million) as of
January 1, 2001 that will be accounted for as the cumulative effect of an
accounting change. In addition, the adoption of SFAS No. 133, as amended, will
result in a charge to operations of $26.2 million (net of tax of $14.1 million)
as of January 1, 2001, that will be accounted for as the cumulative effect of an
accounting change. The Company believes that its current risk management
philosophy will remain largely unchanged after adoption of the Statement.

   SFAS No. 133, as amended, precludes the designation of held-to-maturity fixed
maturity investment securities as hedged items in hedging relationships where
the hedged risk is interest rate risk. As a result, in connection with the
adoption of the Statement and consistent with the provisions of the Statement,
on January 1, 2001, the Company will reclassify approximately $12.1 billion of
its held-to-maturity fixed maturity investment portfolio to the
available-for-sale category. This will result in an additional increase in other
comprehensive income of $178.6 million (net of tax of $96.2 million) as of
January 1, 2001.

  In September 2000, the FASB issued SFAS No 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." The Statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. Those standards are based on consistent
application of a financial components approach that focuses on control. Under
that approach, after a transfer of financial assets, the Company recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. The Statement provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The Statement is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001.

                                       81



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 clarifies the SEC staff's views on applying generally
accepted accounting principles to revenue recognition in financial statements.
In March 2000, the SEC issued an amendment, SAB 101A, which deferred the
effective date of SAB 101. In June 2000, the SEC issued a second amendment, SAB
101B, which deferred the effective date of SAB 101 to no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. The Company
adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of SAB 101
did not have a material impact on the Company's results of operation or
financial position.

 Codification

  In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribed statutory accounting practices
and results in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries will use to prepare their statutory-basis
financial statements. The states of domicile of the Company and its domestic
life insurance subsidiaries have adopted Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
effective January 1, 2001. The cumulative effect of changes in accounting
principles adopted to conform to the requirements of Codification will be
reported as an adjustment to surplus as of January 1, 2001. Management believes
that, although the implementation of Codification will have a negative impact on
the Company and its domestic life insurance subsidiaries' statutory-basis
capital and surplus, the Company and its domestic subsidiaries will remain in
compliance with all regulatory and contractual obligations.

NOTE 2-- TRANSACTIONS WITH PARENT

  The Company provides JHFS with personnel, property and facilities in carrying
out certain of its corporate functions. The Company annually determines a fee
for these services and facilities based on a number of criteria. The amount of
the service fee charged to JHFS was $19.8 million in 2000.

                                       82



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

  The following information summarizes the components of net investment income
and realized investment gains, net:




                                                 YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                2000       1999        1998
                                              ---------  ---------  -----------
                                                      (IN MILLIONS)
                                                           
NET INVESTMENT INCOME
 Fixed maturities . . . . . . . . . . . . .   $2,281.6   $2,495.5    $2,207.5
 Equity securities  . . . . . . . . . . . .       50.3       62.6        18.7
 Mortgage loans on real estate  . . . . . .      742.1      831.7       781.2
 Real estate  . . . . . . . . . . . . . . .       97.1      158.4       415.7
 Policy loans . . . . . . . . . . . . . . .       24.5      109.8       111.9
 Short-term investments . . . . . . . . . .      146.1       92.3        45.3
 Other  . . . . . . . . . . . . . . . . . .      183.0      165.3       181.3
                                              --------   --------    --------
 Gross investment income  . . . . . . . . .    3,524.7    3,915.6     3,761.6
  Less investment expenses  . . . . . . . .      273.7      347.1       433.6
                                              --------   --------    --------
  Net investment income . . . . . . . . . .   $3,251.0   $3,568.5    $3,328.0
                                              ========   ========    ========
NET REALIZED INVESTMENT GAINS (LOSSES), NET
 OF RELATED AMORTIZATION
 OF DEFERRED POLICY ACQUISITION COSTS AND
 AMOUNTS CREDITED TO PARTICIPATING PENSION
 CONTRACTHOLDERS
 Fixed maturities . . . . . . . . . . . . .   $ (128.6)  $  (34.5)   $  110.3
 Equity securities  . . . . . . . . . . . .      204.7      113.5       115.2
 Mortgage loans on real estate and real
  estate. . . . . . . . . . . . . . . . . .      (13.1)     143.5       (15.6)
 Derivatives and other invested assets  . .       26.9       38.5        16.5
 Amortization adjustment for deferred policy
  acquisition costs . . . . . . . . . . . .        0.9      (50.5)      (41.2)
 Amounts credited to participating pension
  contractholders . . . . . . . . . . . . .       (6.9)     (35.3)      (79.1)
                                              --------   --------    --------
 Net realized investment gains, net of
  related amortization of deferred
  policy acquisition costs and amounts
  credited to participating
  pension contractholders . . . . . . . . .   $   83.9   $  175.2    $  106.1
                                              ========   ========    ========




                                       83



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  Gross gains of $308.7 million in 2000, $192.3 million in 1999, and $267.8
million in 1998, and gross losses of $123.6 million in 2000, $176.8 million in
1999, and $92.9 million in 1998, were realized on the sale of available-for-sale
securities.

  The Company's investments in held-to-maturity securities and
available-for-sale securities are summarized below:




                                              GROSS       GROSS
                                 AMORTIZED  UNREALIZED  UNREALIZED     FAIR
                                   COST       GAINS       LOSSES       VALUE
                                 ---------  ----------  ----------  -----------
                                                (IN MILLIONS)
                                                        
DECEMBER 31, 2000
HELD-TO-MATURITY:
Corporate securities . . . . .   $10,691.1   $  459.2     $665.7     $10,484.6
Mortgage-backed securities . .     1,104.2       10.3       48.2       1,066.3
Obligations of states and
 political subdivisions  . . .        87.7        3.0        0.7          90.0
Debt securities issued by
 foreign governments . . . . .         5.6        4.7         --          10.3
                                 ---------   --------     ------     ---------
 Total . . . . . . . . . . . .   $11,888.6   $  477.2     $714.6     $11,651.2
                                 =========   ========     ======     =========
AVAILABLE-FOR-SALE:
Corporate securities . . . . .   $10,793.5   $  485.5     $415.6     $10,863.4
Mortgage-backed securities . .     3,430.4       82.2       25.2       3,487.4
Obligations of states and
 political subdivisions  . . .        24.8        1.7         --          26.5
Debt securities issued by
 foreign governments . . . . .     1,354.1      112.3       12.7       1,453.7
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies . .       187.5        5.3        0.3         192.5
                                 ---------   --------     ------     ---------
 Total fixed maturities  . . .    15,790.3      687.0      453.8      16,023.5
Equity securities  . . . . . .       830.6      360.0       95.7       1,094.9
                                 ---------   --------     ------     ---------
  Total  . . . . . . . . . . .   $16,620.9   $1,047.0     $549.5     $17,118.4
                                 =========   ========     ======     =========




                                       84



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)




                                              GROSS       GROSS
                                 AMORTIZED  UNREALIZED  UNREALIZED     FAIR
                                   COST       GAINS       LOSSES       VALUE
                                 ---------  ----------  ----------  -----------
                                                (IN MILLIONS)
                                                        
DECEMBER 31, 1999
HELD-TO-MATURITY:
Corporate securities . . . . .   $12,523.0    $390.3      $680.3     $12,233.0
Mortgage-backed securities . .     1,188.4       5.0        68.5       1,124.9
Obligations of states and
 political subdivisions  . . .        59.7       1.8         4.4          57.1
Debt securities issued by
 foreign governments . . . . .         5.0       5.0          --          10.0
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies . .        14.1        --         0.4          13.7
                                 ---------    ------      ------     ---------
 Total . . . . . . . . . . . .   $13,790.2    $402.1      $753.6     $13,438.7
                                 =========    ======      ======     =========
AVAILABLE-FOR-SALE:
Corporate securities . . . . .   $11,103.0    $304.0      $431.1     $10,975.9
Mortgage-backed securities . .     4,168.5      18.6       109.9       4,077.2
Obligations of states and
 political subdivisions  . . .        68.9       5.0          --          73.9
Debt securities issued by
 foreign governments . . . . .     1,519.2      79.0        49.1       1,549.1
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies . .       291.3       1.6         9.8         283.1
                                 ---------    ------      ------     ---------
 Total fixed maturities  . . .    17,150.9     408.2       599.9      16,959.2
Equity securities  . . . . . .     1,086.2     305.9       161.9       1,230.2
                                 ---------    ------      ------     ---------
 Total . . . . . . . . . . . .   $18,237.1    $714.1      $761.8     $18,189.4
                                 =========    ======      ======     =========




                                       85



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:




                                                         AMORTIZED     FAIR
                                                           COST        VALUE
                                                         ---------  -----------
                                                            (IN MILLIONS)
                                                              
HELD-TO-MATURITY:
Due in one year or less  . . . . . . . . . . . . . . .   $   901.6   $   919.4
Due after one year through five years  . . . . . . . .     3,332.4     3,396.6
Due after five years through ten years . . . . . . . .     3,080.9     3,144.0
Due after ten years  . . . . . . . . . . . . . . . . .     3,469.5     3,124.9
                                                         ---------   ---------
                                                          10,784.4    10,584.9
Mortgage-backed securities . . . . . . . . . . . . . .     1,104.2     1,066.3
                                                         ---------   ---------
 Total . . . . . . . . . . . . . . . . . . . . . . . .   $11,888.6   $11,651.2
                                                         =========   =========
AVAILABLE-FOR-SALE:
Due in one year or less  . . . . . . . . . . . . . . .   $   567.0   $   575.6
Due after one year through five years  . . . . . . . .     3,363.0     3,356.3
Due after five years through ten years . . . . . . . .     3,798.5     3,758.2
Due after ten years  . . . . . . . . . . . . . . . . .     4,631.4     4,846.0
                                                         ---------   ---------
                                                          12,359.9    12,536.1
Mortgage-backed securities . . . . . . . . . . . . . .     3,430.4     3,487.4
                                                         ---------   ---------
 Total . . . . . . . . . . . . . . . . . . . . . . . .   $15,790.3   $16,023.5
                                                         =========   =========




  Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

  The sale of fixed maturities held-to-maturity relate to certain securities,
with amortized cost of $24.3 million and $8.5 million for the years ended
December 31, 1999 and 1998, respectively, which were sold due to a significant
decline in the issuers' credit quality or as part of the sale of our property
and casualty operations in 1999. The related net realized gains on the sales
were $0.9 million in 1999. There were no such gains in 1998.

  The change in net unrealized gains (losses) on trading securities that has
been included in earnings during 2000, 1999 and 1998 amounted to $7.9 million,
$15.4 million, and ($6.6) million, respectively.

  The Company participates in a securities lending program for the purpose of
enhancing income on securities held. At December 31, 2000 and 1999, $87.1
million and $278.1 million, respectively, of the Company's bonds and stocks, at
market value, were on loan to various brokers/dealers, but were fully
collateralized by cash and U.S. government securities in an account held in
trust for the Company. The market value of the loaned securities is monitored on
a daily basis, and the Company obtains additional collateral when deemed
appropriate.



                                       86



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  For 2000, 1999 and 1998, investment results passed through to participating
pension contractholders as interest credited to policyholders' account balances
amounted to $162.3 million, $170.8 million, and $178.1 million, respectively.

  Mortgage loans on real estate are evaluated periodically as part of the
Company's loan review procedures and are considered impaired when, based on
current information and events, it is probable that the Company will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. The allowance for losses is maintained at a level believed adequate
by management to absorb estimated probable credit losses that exist at the
balance sheet date. Management's periodic evaluation of the adequacy of the
allowance for losses is based on the Company's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay (including the timing of future payments), the
estimated value of the underlying collateral, composition of the loan portfolio,
current economic conditions and other relevant factors. This evaluation is
inherently subjective as it requires estimating the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to
significant change.

  Changes in the allowance for probable losses on mortgage loans on real estate
and real estate to be disposed of are summarized below. Included in deductions
in 2000 are $13.5 million of allowances for probable losses on mortgage loans
transferred to the closed block.




                                BALANCE AT                          BALANCE AT
                                BEGINNING                             END OF
                                 OF YEAR    ADDITIONS  DEDUCTIONS      YEAR
                                ----------  ---------  ----------  ------------
                                                (IN MILLIONS)
                                                       
Year ended December 31, 2000
 Mortgage loans on real estate    $110.4     $  5.4      $ 45.8       $ 70.0
 Real estate to be disposed of      58.1       17.1        31.7         43.5
                                  ------     ------      ------       ------
 Total  . . . . . . . . . . .     $168.5     $ 22.5      $ 77.5       $113.5
                                  ======     ======      ======       ======
Year ended December 31, 1999
 Mortgage loans on real estate    $111.0     $ 39.3      $ 39.9       $110.4
 Real estate to be disposed of     112.0       22.5        76.4         58.1
                                  ------     ------      ------       ------
 Total  . . . . . . . . . . .     $223.0     $ 61.8      $116.3       $168.5
                                  ======     ======      ======       ======
Year ended December 31, 1998
 Mortgage loans on real estate    $127.3     $ 15.9      $ 32.2       $111.0
 Real estate to be disposed of      25.5       97.0        10.5        112.0
                                  ------     ------      ------       ------
 Total  . . . . . . . . . . .     $152.8     $112.9      $ 42.7       $223.0
                                  ======     ======      ======       ======




                                       87



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  At December 31, 2000 and 1999, the total recorded investment in mortgage loans
that are considered to be impaired under SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan," along with the related provision for losses were as
follows:




                                                              DECEMBER 31,
                                                             ---------------
                                                              2000      1999
                                                             -------  ---------
                                                              (IN MILLIONS)
                                                                
Impaired mortgage loans on real estate with provision for
 losses. . . . . . . . . . . . . . . . . . . . . . . . . .   $ 57.6    $147.1
Provision for losses . . . . . . . . . . . . . . . . . . .    (16.8)    (43.2)
                                                             ------    ------
Net impaired mortgage loans on real estate . . . . . . . .   $ 40.8    $103.9
                                                             ======    ======




  The average recorded investment in impaired loans and the interest income
recognized on impaired loans were as follows:




                                                             YEAR ENDED
                                                            DECEMBER 31,
                                                       ----------------------
                                                        2000    1999     1998
                                                       ------  ------  --------
                                                           (IN MILLIONS)
                                                              
Average recorded investment in impaired loans  . . .   $102.4  $137.9   $210.8
Interest income recognized on impaired loans . . . .      2.9     4.9      2.7




  The payment terms of mortgage loans on real estate may be restructured or
modified from time to time. Generally, the terms of the restructured mortgage
loans call for the Company to receive some form or combination of an equity
participation in the underlying collateral, excess cash flows or an effective
yield at the maturity of the loans sufficient to meet the original terms of the
loans.

  Restructured commercial mortgage loans aggregated $68.3 million and $133.1
million as of December 31, 2000 and 1999, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:




                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                           ------------------
                                                           2000  1999    1998
                                                           ----  -----  -------
                                                             (IN MILLIONS)
                                                               
Expected . . . . . . . . . . . . . . . . . . . . . . . .   $5.8  $12.0   $23.7
Actual . . . . . . . . . . . . . . . . . . . . . . . . .    5.2    7.9    12.6




                                       88



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:




                          CARRYING     GEOGRAPHIC                  CARRYING
PROPERTY TYPE              AMOUNT      CONCENTRATION                AMOUNT
-------------           -------------  -------------            ---------------
                        (IN MILLIONS)                            (IN MILLIONS)
                                                       
Apartments  . . . . .     $2,082.4     East North Central . .      $  907.8
Hotels  . . . . . . .        351.6     East South Central . .         475.0
Industrial  . . . . .        784.3     Middle Atlantic. . . .       1,115.8
Office buildings  . .      1,990.2     Mountain . . . . . . .         312.6
Retail  . . . . . . .      1,284.3     New England. . . . . .         682.5
1-4 Family  . . . . .         71.8     Pacific. . . . . . . .       1,573.9
Mixed Use . . . . . .        234.9     South Atlantic . . . .       1,678.9
Agricultural  . . . .      2,104.2     West North Central . .         296.1
Other . . . . . . . .        135.2     West South Central . .         659.9
                                       Canada/Other . . . . .       1,336.4
Allowance for losses         (70.0)    Allowance for losses .         (70.0)
                          --------                                 --------
 Total  . . . . . . .     $8,968.9      Total . . . . . . . .      $8,968.9
                          ========                                 ========




  Mortgage loans with outstanding principal balances of $27.8 million, bonds
with amortized cost of $117.1 million and real estate with a carrying value of
$1.1 million were non-income producing for the year ended December 31, 2000.

  Depreciation expense on investment real estate was $9.5 million, $8.1 million,
and $41.7 million in 2000, 1999, and 1998, respectively. Accumulated
depreciation was $66.2 million and $60.5 million at December 31, 2000 and 1999,
respectively.

  Investments in unconsolidated joint ventures and partnerships accounted for by
using the equity method of accounting totaled $183.6 million and $201.7 million
at December 31, 2000 and 1999, respectively. Total combined assets of these
joint ventures and partnerships were $1,235.0 million and $1,134.2 million
(consisting primarily of investments), and total combined liabilities were
$313.0 million and $267.1 million (including $124.8 million and $133.2 million
of non-recourse notes payable to banks) at December 31, 2000 and 1999,
respectively. Total combined revenues and expenses of such joint ventures and
partnerships were $1,908.4 million and $1,720.0 million, respectively, resulting
in $188.4 million of total combined income from operations before income taxes
in 2000. Total combined revenues of such joint ventures and partnerships were
$346.7 million and $1,435.6 million, and total combined expenses were $145.2
million and $1,128.0 million, respectively, resulting in $201.5 million and
$307.6 million of total combined income from operations before income taxes in
1999 and 1998, respectively. Net investment income on investments accounted for
on the equity method totaled $143.8 million, $65.1 million and $70.0 million in
2000, 1999, and 1998, respectively.

                                       89



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES

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




                        NUMBER OF CONTRACTS/               ASSETS (LIABILITIES)
                                                -----------------------------------------
                           NOTIONAL AMOUNT               2000                  1999
                        ---------------------   ---------------------   -----------------
                                                 CARRYING     FAIR      CARRYING    FAIR
                          2000        1999        VALUE       VALUE      VALUE      VALUE
                        ----------  ----------  ----------  ----------  --------  ----------
                                                  (IN MILLIONS)
                                                                
ASSET HEDGES:
  Futures contracts to
  sell securities . .      5,874      19,288     $ (17.6)    $ (17.6)    $32.2     $  32.2
  Interest rate swap
  agreements. . . . .
   Notional . . . . .   $6,896.1    $5,824.0      (178.2)     (290.4)     82.9        94.7
   Average fixed
   rate-paid. . . . .       6.90%       6.91%         --          --        --          --
   Average float
   rate-received. . .       6.67%       6.06%         --          --        --          --
  Interest rate cap
  agreements. . . . .   $   42.2    $   80.0         0.1         0.1       0.2         0.2
  Interest rate
  swaption agreements         30        30.0        (1.3)       (1.3)     (3.6)       (3.6)
  Currency rate swap
  agreements. . . . .      515.0       541.0        11.4        11.4       9.1         9.1
  Equity collar
  agreements. . . . .         --          --        11.7        11.7      53.0        53.0
LIABILITY HEDGES:
  Futures contracts to
  acquire
  securities  . . . .        647       4,075         1.4         1.4      (0.9)       (0.9)
  Interest rate swap
  agreements. . . . .
   Notional . . . . .   $3,008.2    $3,780.0          --       114.3        --      (113.0)
   Average fixed
   rate-received. . .       6.79%       6.97%         --          --        --          --
   Average float
   rate-paid. . . . .       6.68%       6.06%         --          --        --          --
  Interest rate swaps
  (receive CMT rate)    $  491.3    $  648.7          --        (5.2)       --         1.9
  Interest rate cap
  agreements. . . . .      279.4       279.4         2.1         2.1       5.6         5.6
  Interest rate floor
  agreements. . . . .    8,328.0       125.0        59.0        59.0       0.1         0.1
  Currency rate swap
  agreements. . . . .    3,423.4     5,470.2          --      (473.0)       --       (57.4)



  Financial futures contracts are used principally to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. The Company is subject to the risks associated with changes
in the value of the underlying securities; however, such changes in value
generally are offset by opposite changes in the value of the hedged items. The
contract or notional amounts of the contracts represent the extent of the
Company's involvement but not the future cash requirements, as the Company
intends to close the open positions prior to settlement. The futures contracts
expire in March 2001.

  The interest rate swap agreements expire in 2001 to 2029. The interest rate
cap agreements expire in 2001 to 2007 and interest rate floor agreements expire
in 2010. Interest rate swaption agreements expire in 2025. The currency rate
swap agreements expire in 2001 to 2021. The equity collar agreements expire in
2003.

                                       90



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES (CONTINUED)

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

  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.

NOTE 5--INCOME TAXES

  The Company participates in the filing of a life/non-life consolidated federal
income tax return. The life company sub-group includes four domestic life
insurance companies (the Company, John Hancock Variable Life Insurance Company,
Investors Partner Life Insurance Company and Investors Guaranty Life Insurance
Company) and a Bermuda life insurance company (John Hancock Reassurance Company,
Ltd.) that is treated as a U.S. company for federal income tax purposes. The
non-life subgroup consists of John Hancock Financial Services, Inc., John
Hancock Subsidiaries, Inc. and John Hancock International Holdings, Inc.

  In addition to taxes on operations, mutual life insurance companies are
charged an equity base tax. As the Company was a mutual life insurance company
for the entire year 1999, it is subject to the re-computation of its 1999 equity
base tax liability in its 2000 tax return. The equity base tax is determined by
application of an industry-based earnings rate to mutual companies' average
equity base, as defined by the Internal Revenue Code. The industry earnings rate
is determined by the Internal Revenue Service (IRS) and is not finalized until
the subsequent year. The Company estimates its taxes for the current year based
on estimated industry earnings rates and revises these estimates up or down when
the earnings rates are finalized and published by the IRS in the subsequent
year.

  Income before income taxes, minority interest and cumulative effect of
accounting change includes the following:




                                                     YEAR ENDED DECEMBER 31,
                                                     ------------------------
                                                       2000     1999     1998
                                                     --------  ------  --------
                                                          (IN MILLIONS)
                                                              
Domestic . . . . . . . . . . . . . . . . . . . . .   $1,125.5  $211.7   $585.1
Foreign  . . . . . . . . . . . . . . . . . . . . .       69.6    48.2     32.2
                                                     --------  ------   ------
Income before income taxes, minority interest and
 cumulative effect of accounting change  . . . . .   $1,195.1  $259.9   $617.3
                                                     ========  ======   ======




                                       91



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

  The components of income taxes were as follows:




                                                    YEAR ENDED DECEMBER 31,
                                                    ------------------------
                                                     2000     1999      1998
                                                    -------  -------  ---------
                                                         (IN MILLIONS)
                                                             
Current taxes:
 Federal  . . . . . . . . . . . . . . . . . . . .   $ 18.1   $(62.5)   $223.6
 Foreign  . . . . . . . . . . . . . . . . . . . .      7.5      2.6       1.9
 State  . . . . . . . . . . . . . . . . . . . . .     12.0      5.8       6.3
                                                    ------   ------    ------
                                                      37.6    (54.1)    231.8
Deferred taxes:
 Federal  . . . . . . . . . . . . . . . . . . . .    284.7    137.7     (64.5)
 Foreign  . . . . . . . . . . . . . . . . . . . .     23.1     15.4       7.7
 State  . . . . . . . . . . . . . . . . . . . . .     (1.0)    (1.1)     (0.9)
                                                    ------   ------    ------
                                                     306.8    152.0     (57.7)
                                                    ------   ------    ------
Total income taxes  . . . . . . . . . . . . . . .   $344.4   $ 97.9    $174.1
                                                    ======   ======    ======




  A reconciliation of income taxes computed by applying the federal income tax
rate to income before income taxes, minority interest and cumulative effect of
accounting change and the consolidated income tax expense charged to operations
follows:




                                                    YEAR ENDED DECEMBER 31,
                                                    ------------------------
                                                     2000     1999      1998
                                                    -------  -------  ---------
                                                         (IN MILLIONS)
                                                             
Tax at 35%                                          $418.2   $ 91.0    $216.1
Add (deduct):
 Equity base tax. . . . . . . . . . . . . . . . .    (46.0)    22.2     (19.9)
 Prior year taxes . . . . . . . . . . . . . . . .     (0.3)     2.1       5.8
 Tax credits  . . . . . . . . . . . . . . . . . .    (20.6)   (12.9)    (13.0)
 Foreign taxes  . . . . . . . . . . . . . . . . .      0.4      1.0       2.5
 Tax exempt investment income . . . . . . . . . .    (16.4)   (19.4)    (24.4)
 Non-taxable gain on sale of subsidiary . . . . .       --    (15.4)       --
 Disallowed demutualization expenses  . . . . . .       --     31.1        --
 Other  . . . . . . . . . . . . . . . . . . . . .      9.1     (1.8)      7.0
                                                    ------   ------    ------
  Total income taxes  . . . . . . . . . . . . . .   $344.4   $ 97.9    $174.1
                                                    ======   ======    ======




                                       92



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

  The significant components of the Company's deferred tax assets and
liabilities were as follows:




                                                              DECEMBER 31,
                                                           ------------------
                                                             2000       1999
                                                           --------  ----------
                                                             (IN MILLIONS)
                                                               
DEFERRED TAX ASSETS:
 Policy reserve adjustments  . . . . . . . . . . . . . .   $  458.8   $  803.1
 Other postretirement benefits . . . . . . . . . . . . .      149.4      151.1
 Book over tax basis of investments  . . . . . . . . . .      168.7      119.7
 Dividends payable to policyholders  . . . . . . . . . .      117.6      129.0
 Unearned premium  . . . . . . . . . . . . . . . . . . .       93.3       58.3
 Interest  . . . . . . . . . . . . . . . . . . . . . . .       38.3       38.3
 Other . . . . . . . . . . . . . . . . . . . . . . . . .         --       67.0
                                                           --------   --------
  Total deferred tax assets  . . . . . . . . . . . . . .    1,026.1    1,366.5
                                                           --------   --------
DEFERRED TAX LIABILITIES:
 Deferred policy acquisition costs . . . . . . . . . . .      777.6      805.1
 Depreciation  . . . . . . . . . . . . . . . . . . . . .      212.2      232.1
 Basis in partnerships . . . . . . . . . . . . . . . . .      109.8      159.2
 Market discount on bonds  . . . . . . . . . . . . . . .       64.2       59.2
 Pension plan expense  . . . . . . . . . . . . . . . . .      114.6       82.5
 Capitalized charges related to mutual funds . . . . . .       56.9       71.8
 Unrealized gains  . . . . . . . . . . . . . . . . . . .      112.6       34.5
 Other . . . . . . . . . . . . . . . . . . . . . . . . .       74.2         --
                                                           --------   --------
  Total deferred tax liabilities . . . . . . . . . . . .    1,522.1    1,444.4
                                                           --------   --------
  Net deferred tax liabilities . . . . . . . . . . . . .   $  496.0   $   77.9
                                                           ========   ========




  The Company received an income tax refund of $24.3 million, and made income
tax payments of $86.2 million, and $158.8 million in 2000, 1999 and 1998,
respectively.

                                       93



                      JOHN HANCOCK LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK

  Under the Plan, on February 1, 2000, the Company created a closed block for
the benefit of policies included therein. The following tables set forth certain
summarized financial information relating to the closed block as of the dates
indicated:




                                                    DECEMBER 31,   FEBRUARY 1,
                                                        2000          2000
                                                    ------------  -------------
ASSETS                                                    (IN MILLIONS)
                                                            
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
  (fair value: December 31--$2,327.4; February
  1--$2,259.6). . . . . . . . . . . . . . . . . .    $ 2,269.9      $ 2,270.7
 Available-for-sale--at fair value
  (cost: December 31--$2,378.7; February
  1--$2,275.1). . . . . . . . . . . . . . . . . .      2,353.0        2,199.2
Equity securities:
 Available-for-sale--at fair value (cost: December
  31--$5.3; February 1--$6.4) . . . . . . . . . .          6.3            3.4
Mortgage loans on real estate . . . . . . . . . .      1,930.6        1,875.9
Policy loans  . . . . . . . . . . . . . . . . . .      1,540.6        1,561.2
Short-term investments  . . . . . . . . . . . . .         62.1             --
Other invested assets . . . . . . . . . . . . . .         40.7            5.3
                                                     ---------      ---------
  Total Investments . . . . . . . . . . . . . . .      8,203.2        7,915.7
Cash and cash equivalents . . . . . . . . . . . .        305.6          158.6
Accrued investment income . . . . . . . . . . . .        149.3          136.2
Premiums and accounts receivable  . . . . . . . .         27.1            4.0
Deferred policy acquisition costs . . . . . . . .        947.3        1,062.5
Other assets  . . . . . . . . . . . . . . . . . .         77.5           66.0
                                                     ---------      ---------
 Total closed block assets  . . . . . . . . . . .    $ 9,710.0      $ 9,343.0
                                                     =========      =========
LIABILITIES
Future policy benefits  . . . . . . . . . . . . .    $ 9,910.5      $ 9,732.8
Policyholders' funds  . . . . . . . . . . . . . .      1,459.5        1,885.4
Other liabilities . . . . . . . . . . . . . . . .        665.9          500.1
                                                     ---------      ---------
 Total closed block liabilities . . . . . . . . .    $12,035.9      $12,118.3
                                                     =========      =========







                                                             FOR THE PERIOD
                                                          FEBRUARY 1, THROUGH
                                                           DECEMBER 31, 2000
                                                         ----------------------
REVENUES                                                     (IN MILLIONS)
                                                      
  Premiums . . . . . . . . . . . . . . . . . . . . . .         $  865.0
  Net investment income  . . . . . . . . . . . . . . .            591.6
  Realized investment gains, net . . . . . . . . . . .             11.7
  Other expense  . . . . . . . . . . . . . . . . . . .             (0.6)
                                                               --------
   Total revenues  . . . . . . . . . . . . . . . . . .          1,467.7
BENEFITS AND EXPENSES
  Benefits to policyholders  . . . . . . . . . . . . .            870.0
  Other operating costs and expenses . . . . . . . . .            (10.0)
  Amortization of deferred policy acquisition costs  .             76.5
  Dividends to policyholders . . . . . . . . . . . . .            407.1
                                                               --------
   Total benefits and expenses . . . . . . . . . . . .          1,343.6
                                                               --------
   Contribution from the closed block  . . . . . . . .         $  124.1
                                                               ========




                                       94



                      JOHN HANCOCK LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

  Gross losses of $7.2 million in 2000 were realized on sales of
available-for-sale securities allocated to the closed block. There were no gross
gains realized in 2000.

  Investments in held-to-maturity securities and available-for-sale securities
allocated to the closed block are summarized below:




                                               GROSS       GROSS
                                  AMORTIZED  UNREALIZED  UNREALIZED     FAIR


DECEMBER 31, 2000                                (IN MILLIONS)
                                                         
HELD-TO-MATURITY:
Corporate securities  . . . . .   $2,157.0     $94.6       $33.4      $2,218.2
Mortgage-backed securities  . .       98.3       1.2         4.8          94.7
Obligations of states and
 political subdivisions . . . .       14.6       0.1         0.2          14.5
                                  --------     -----       -----      --------
   Total. . . . . . . . . . . .   $2,269.9     $95.9       $38.4      $2,327.4
                                  ========     =====       =====      ========
AVAILABLE-FOR-SALE:
Corporate securities  . . . . .   $1,485.4     $42.8       $80.4      $1,447.8
Mortgage-backed securities  . .      784.9      14.5         8.5         790.9
Obligations of states and
 political subdivisions . . . .       11.3       0.4          --          11.7
Debt securities issued by
 foreign governments  . . . . .       84.0       6.7         1.4          89.3
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies  . .       13.1       0.2          --          13.3
                                  --------     -----       -----      --------
Total fixed maturities  . . . .    2,378.7      64.6        90.3       2,353.0
Equity securities . . . . . . .        5.3       1.6         0.6           6.3
                                  --------     -----       -----      --------
  Total . . . . . . . . . . . .   $2,384.0     $66.2       $90.9      $2,359.3
                                  ========     =====       =====      ========




  The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:




                                                          AMORTIZED     FAIR
                                                            COST       VALUE
                                                          ---------  ----------
                                                             (IN MILLIONS)
                                                               
Held-to-Maturity:
Due in one year or less . . . . . . . . . . . . . . . .   $  202.2    $  206.0
Due after one year through five years . . . . . . . . .      803.6       821.2
Due after five years through ten years  . . . . . . . .      587.1       614.1
Due after ten years . . . . . . . . . . . . . . . . . .      578.7       591.4
                                                          --------    --------
                                                           2,171.6     2,232.7
Mortgage-backed securities  . . . . . . . . . . . . . .       98.3        94.7
                                                          --------    --------
 Total  . . . . . . . . . . . . . . . . . . . . . . . .   $2,269.9    $2,327.4
                                                          ========    ========
Available-for-Sale:
Due in one year or less . . . . . . . . . . . . . . . .   $   64.5    $   66.0
Due after one year through five years . . . . . . . . .      431.7       431.4
Due after five years through ten years  . . . . . . . .      473.8       466.8
Due after ten years . . . . . . . . . . . . . . . . . .      623.8       597.9
                                                          --------    --------
                                                           1,593.8     1,562.1
Mortgage-backed securities  . . . . . . . . . . . . . .      784.9       790.9
                                                          --------    --------
 Total  . . . . . . . . . . . . . . . . . . . . . . . .   $2,378.7    $2,353.0
                                                          ========    ========




  Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

                                       95



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

  At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:




                          CARRYING     GEOGRAPHIC                  CARRYING
PROPERTY TYPE              AMOUNT      CONCENTRATION                AMOUNT
-------------             --------     -------------               --------
                        (IN MILLIONS)                            (IN MILLIONS)
                                                       
Apartments  . . . . .     $  324.3     East North Central . .      $  201.1
Hotels  . . . . . . .         66.1     East South Central . .          58.5
Industrial  . . . . .        127.2     Middle Atlantic. . . .         378.0
Office buildings  . .        494.6     Mountain . . . . . . .          92.1
Retail  . . . . . . .        350.4     New England. . . . . .         162.0
1-4 Family  . . . . .           --     Pacific. . . . . . . .         420.7
Mixed Use . . . . . .         41.8     South Atlantic . . . .         384.5
Agricultural  . . . .        433.1     West North Central . .          74.9
Other . . . . . . . .        106.6     West South Central . .         162.7
                                       Canada/Other . . . . .           9.6
Allowance for losses         (13.5)    Allowance for losses .         (13.5)
                          --------                                 --------
 Total  . . . . . . .     $1,930.6      Total . . . . . . . .      $1,930.6
                          ========                                 ========




NOTE 7--DEBT AND LINE OF CREDIT

  Short-term and long-term debt consists of the following:




                                                              DECEMBER 31,
                                                             ---------------
                                                              2000      1999
                                                             -------  ---------
                                                              (IN MILLIONS)
                                                                
SHORT-TERM DEBT:
 Commercial paper  . . . . . . . . . . . . . . . . . . . .   $222.3    $380.6
 Current maturities of long-term debt                          23.0      73.2
                                                             ------    ------
Total short-term debt  . . . . . . . . . . . . . . . . . .    245.3     453.8
                                                             ------    ------
LONG-TERM DEBT:
 Surplus notes, 7.38% maturing in 2024 . . . . . . . . . .    447.2     447.1
 Notes payable, interest ranging from 5.43% to 9.60%, due
  in varying amounts to 2005 . . . . . . . . . . . . . . .    109.8     163.0
                                                             ------    ------
Total long-term debt . . . . . . . . . . . . . . . . . . .    557.0     610.1
Less current maturities  . . . . . . . . . . . . . . . . .    (23.0)    (73.2)
                                                             ------    ------
Long-term debt . . . . . . . . . . . . . . . . . . . . . .    534.0     536.9
                                                             ------    ------
  Total debt . . . . . . . . . . . . . . . . . . . . . . .   $779.3    $990.7
                                                             ======    ======




                                       96



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--DEBT AND LINE OF CREDIT (CONTINUED)

  The Company issues commercial paper primarily to take advantage of current
investment opportunities, balance operating cash flows and existing commitments
and meet working capital needs. The weighted average interest rate for
outstanding commercial paper at December 31, 2000 and 1999 was 6.59% and 6.28%,
respectively. The weighted average life for outstanding commercial paper at
December 31, 2000 and 1999 was approximately 26 days and 11 days, respectively.
Commercial paper borrowing arrangements are supported by a syndicated line of
credit.

  The issuance of surplus notes was approved by the Commonwealth of
Massachusetts Division of Insurance, and any payments of interest or principal
on the surplus notes require the prior approval of the Commissioner of the
Commonwealth of Massachusetts Division of Insurance.

  At December 31, 2000, the Company had a syndicated line of credit with a group
of banks totaling $1.0 billion, $500.0 million of which expires on August 2,
2001 and $500.0 million of which expires on August 3, 2005. The banks will
commit, when requested, to loan funds at prevailing interest rates as determined
in accordance with the line of credit agreement. Under the terms of the
agreement, the Company is required to maintain certain minimum levels of net
worth and comply with certain other covenants, which were met at December 31,
2000. At December 31, 2000, the Company had no outstanding borrowings under the
agreement.

  Aggregate maturities of long-term debt are as follows: 2001--$23.0 million;
2002--$38.0 million; 2003--$22.9 million; 2004--$6.0 million; 2005--$19.9
million and thereafter--$447.2 million.

  Interest expense on debt, included in other operating costs and expenses, was
$63.4 million, $70.1 million, and $76.7 million in 2000, 1999 and 1998,
respectively. Interest paid amounted to $63.4 million in 2000, $70.1 million in
1999, and $76.7 million in 1998.

 NOTE 8--MINORITY INTEREST

  Minority interest relates to the portion of John Hancock Canadian Holdings
Limited (JHCH) owned by JHFS and the preferred stock issued by Maritime, an
indirect majority owned subsidiary of the Company.

  As of October 1, 2000, the Company sold 45% of the common stock of JHCH, the
parent company of Maritime, to JHFS for cash of $222.3 million. No gain or loss
was recognized on the transaction. For financial reporting purposes, the assets,
liabilities, and earnings of JHCH are consolidated in the Company's financial
statements. JHFS's interest in JHCH of $196.8 million as of December 31, 2000
and the related income attributable to the interest of $5.2 million in 2000 is
reflected in Minority Interest in the consolidated balance sheets and statements
of income. The Board of Directors of JHFS also has authorized the purchase of
the remaining JHCH shares from the Company over time as well as the shares of
certain other foreign subsidiaries.

  On November 19, 1999, Maritime issued $68.2 million of Non-Cumulative
Redeemable Second Preferred Shares, Series 1 (Series 1 Preferred Shares) at a
price of 25 Canadian dollars per share. Dividends on the Series 1 Preferred
Shares are payable quarterly, through December 31, 2004, at a rate of 0.38125
Canadian dollars per share. Commencing on January 1, 2005, the Series 1
Preferred Shares dividends will be calculated by applying 25 Canadian dollars to
the greater of one quarter of 90% of prime rate and 5.85%. The Series 1
Preferred Shares are nonvoting and redeemable at Maritime's sole option any time
after December 31, 2004 at a price of 25.50 Canadian dollars plus all declared
and unpaid dividends. In addition, shareholders as of December 31, 2004 have the
option to convert their Series 1 Preferred Shares to Non-Cumulative Redeemable
Second Preferred Shares, Series 2 (Series 2 Preferred Shares). The Series 2
Preferred Shares will have a dividend rate of not less than 95% of the yield of
certain bonds of the Government of Canada.

                                       97



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--MINORITY INTEREST (CONTINUED)

  In 1986, Maritime issued $25.3 million of Series A Cumulative Redeemable
Preferred Stock (Preferred Stock). Dividends on the Preferred Stock are payable
quarterly at 18% of the average of two prime rates of two specified Canadian
banks. The Preferred Stock is nonvoting and redeemable at Maritime's sole option
at a price of 25 Canadian dollars per share.

NOTE 9--REINSURANCE

  The effect of reinsurance on premiums written and earned was as follows:




                                2000                    1999                    1998
                        ---------------------   ---------------------   ---------------------
                              PREMIUMS                PREMIUMS                PREMIUMS
                        ---------------------   ---------------------   ---------------------
                         WRITTEN     EARNED      WRITTEN     EARNED      WRITTEN      EARNED
                        ----------  ----------  ----------  ----------  ----------  ------------
                                                    (IN MILLIONS)
                                                                  
Life, Health and
 Annuity:
 Direct . . . . . . .   $ 3,158.1   $ 3,157.4   $ 3,437.1   $ 3,435.2   $ 2,830.4    $ 2,828.4
 Assumed  . . . . . .       465.1       465.1       312.5       312.5       351.9        351.9
 Ceded  . . . . . . .    (1,432.1)   (1,432.1)   (1,336.7)   (1,336.7)   (1,071.4)    (1,071.3)
                        ---------   ---------   ---------   ---------   ---------    ---------
  Net life, health and
   annuity premiums .     2,191.1     2,190.4     2,412.9     2,411.0     2,110.9      2,109.0
                        ---------   ---------   ---------   ---------   ---------    ---------
Property and Casualty:
 Direct . . . . . . .          --          --          --          --         0.4          7.1
 Assumed  . . . . . .          --          --         0.3         0.3          --          1.9
 Ceded  . . . . . . .          --          --          --          --        (0.4)        (9.0)
                        ---------   ---------   ---------   ---------   ---------    ---------
  Net property and
   casualty premiums           --          --         0.3         0.3          --           --
                        ---------   ---------   ---------   ---------   ---------    ---------
  Net premiums  . . .   $ 2,191.1   $ 2,190.4   $ 2,413.2   $ 2,411.3   $ 2,110.9    $ 2,109.0
                        =========   =========   =========   =========   =========    =========



  For the years ended December 31, 2000, 1999 and 1998, benefits to
policyholders under life, health and annuity ceded reinsurance contracts were
$734.5 million, $576.3 million, and $814.6 million, respectively.

  On February 28, 1997, the Company sold a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly owned
subsidiary of WellPoint Health Networks, Inc. The business sold included the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all of
which were indirect wholly-owned subsidiaries of the Company. The Company
retained its group long-term care operations. The insurance business sold was
transferred to UNICARE through a 100% coinsurance agreement.

                                       98



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--REINSURANCE (CONTINUED)

  In connection with the coinsurance arrangement, the Company initially secured
a $397.0 million letter of credit facility with a group of banks. Under the
terms of the letter of credit facility agreement, the banks agreed to issue a
letter of credit to the Company pursuant to which the Company may draw up to the
amount of the letter of credit for any claims not satisfied by UNICARE under the
coinsurance agreement after the Company has incurred the first $113.0 million of
losses from such claims. The amount available pursuant to the letter of credit
agreement and any letter of credit issued thereunder automatically will be
reduced on a scheduled basis consistent with the anticipated runoff of
liabilities related to the business reinsured under the coinsurance agreement.
The letter of credit facility was reduced to $272.0 million effective March 1,
2000 and is scheduled to be reduced again to $127.0 million on March 1, 2001.
The letter of credit and any letter of credit issued thereunder are scheduled to
expire on March 1, 2002. The Company remains liable to its policyholders to the
extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement.

  Through the Company's group health insurance operations, the Company entered
into a number of reinsurance arrangements in respect of personal accident
insurance and the occupational accident component of workers compensation
insurance, a portion of which was originated through a pool managed by Unicover
Managers, Inc. Under these arrangements, the Company both assumed risks as a
reinsurer, and also passed 95% of these risks on to other companies. This
business had originally been reinsured by a number of different companies, and
has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectible reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of December 31, 2000, would not be material.

  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 reinsurers.

                                       99



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

  The Company provides pension benefits to substantially all employees and
general agency personnel. These benefits are provided through both qualified
defined benefit and defined contribution pension plans. In addition, through
nonqualified plans, the Company provides supplemental pension benefits to
employees with salaries and/ or pension benefits in excess of the qualified plan
limits imposed by federal tax law. Pension benefits under the defined benefit
plans are based on years of service and average compensation generally during
the five years prior to retirement. Benefits related to the Company's defined
benefit pension plans paid to employees and retirees covered by annuity
contracts issued by the Company amounted to $102.2 million in 2000, $97.6
million in 1999, and $92.6 million in 1998. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government securities.

  The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. Because the qualified defined benefit plans are overfunded, no amounts
were contributed to these plans in 2000 or 1999. The funding policy for
nonqualified defined benefit plans is to contribute the amount of the benefit
payments made during the year. The projected benefit obligation and accumulated
benefit obligation for the non-qualified defined benefit pension plans, which
are underfunded, for which accumulated benefit obligations are in excess of plan
assets were $256.3 million, and $244.3 million, respectively, at December 31,
2000, and $257.4 million and $239.3 million, respectively, at December 31, 1999.
Non-qualified plan assets, at fair value, were $0.8 million and $1.0 million at
December 31, 2000 and 1999, respectively.

  Defined contribution plans include The Investment Incentive Plan and the
Savings and Investment Plan. The expense for defined contribution plans was
$10.2 million, $9.4 million, and $8.1 million, in 2000, 1999 and 1998,
respectively.

  In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most of
its retired employees and general agency personnel.

  Substantially all employees may become eligible for these benefits if they
reach retirement age while employed by the Company. The postretirement health
care and dental coverages are contributory based on service for post January 1,
1992 non-union retirees. A small portion of pre-January 1, 1992 non-union
retirees also contribute. The applicable contributions are based on service.

  The Company's policy is to fund postretirement benefits in amounts at or below
the annual tax qualified limits. As of December 31, 2000 and 1999, plan assets
related to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees. Plan assets related to
union employees were comprised of approximately 60% equity securities and 40%
fixed income investments.

                                      100



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
  (CONTINUED)

  The changes in benefit obligation and plan assets related to the Company's
qualified and nonqualified benefit plans are summarized as follows:




                                           YEAR ENDED DECEMBER 31,
                                ------------------------------------------------
                                                          OTHER POSTRETIREMENT
                                   PENSION BENEFITS            BENEFITS
                                ----------------------  ------------------------
                                   2000        1999        2000         1999
                                ----------   ---------  ----------  ------------
                                                (IN MILLIONS)
                                                         
CHANGE IN BENEFIT
 OBLIGATION:
  Benefit obligation
  at beginning of year           $1,967.6     $1,839.8    $ 443.2      $ 441.1
  Service cost  . . .                36.8         35.7        7.8          7.5
  Interest cost . . .               134.1        121.2       31.4         28.7
  Amendments  . . . .               (10.3)        19.9         --           --
  Actuarial (gain)
  loss. . . . . . . .              (136.8)        32.6       36.4         (4.7)
  Translation (gain)
  loss. . . . . . . .                (1.5)         2.1         --           --
  Benefits paid . . .              (113.6)      (115.1)     (32.0)       (29.4)
  Acquisition of
  subsidiary. . . . .                  --         44.6        6.5           --
  Curtailment . . . .                  --        (13.2)        --           --
                                 --------     --------    -------      -------
  Benefit obligation
  at end of year  . .             1,876.3      1,967.6      493.3        443.2
                                 --------     --------    -------      -------
CHANGE IN PLAN ASSETS:
  Fair value of plan
  assets at beginning
  of year . . . . . .             2,476.5      2,251.1      232.9        215.2
  Actual return on
  plan assets . . . .               132.6        281.5        0.3         17.7
  Employer
  contribution. . . .                12.6         11.5       35.5           --
  Benefits paid . . .              (113.6)      (108.4)      (7.3)          --
  Translation (loss)
  gain. . . . . . . .                (2.3)         3.5         --           --
  Acquisition of
  subsidiary. . . . .                  --         50.2         --           --
  Curtailment . . . .                  --        (12.9)        --           --
                                 --------     --------    -------      -------
  Fair value of plan
  assets at end of
  year. . . . . . . .             2,505.8      2,476.5      261.4        232.9
                                 --------     --------    -------      -------
Funded status . . . .               629.5        508.9     (231.9)      (210.3)
Unrecognized actuarial
 gain . . . . . . . .              (400.6)      (366.0)    (139.7)      (182.8)
Unrecognized prior
 service cost . . . .                24.2         39.1       (1.4)        (1.6)
Unrecognized net
 transition asset . .                (6.3)       (11.8)        --           --
                                 --------     --------    -------      -------
Prepaid (accrued)
 benefit cost, net  .            $  246.8     $  170.2    $(373.0)     $(394.7)
                                 ========     ========    =======      =======
AMOUNTS RECOGNIZED IN
 BALANCE SHEET CONSIST
 OF:
   Prepaid benefit
   cost . . . . . . .            $  396.4     $  299.4
   Accrued benefit
   liability. . . . .              (243.5)      (238.9)
   Intangible asset .                 6.0          7.9
   Accumulated other
   comprehensive
   income . . . . . .                87.9        101.8
                                 --------     --------
Prepaid benefit cost,
 net. . . . . . . . .            $  246.8     $  170.2
                                 ========     ========




                                      101



                      JOHN HANCOCK LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
  (CONTINUED)

  The assumptions used in accounting for the Company's qualified and
nonqualified benefit plans were as follows:




                                   YEAR ENDED DECEMBER 31,
                              -------------------------------
                                                  OTHER
                                PENSION       POSTRETIREMENT
                                BENEFITS         BENEFITS
                              -------------  ----------------
                               2000   1999    2000      1999
                              ------  -----  ------    ------
                                          
Discount rate . . . . . .      7.25%  7.00%   7.25%     7.00%
Expected return on plan
 assets . . . . . . . . .      9.00%  8.50%   9.00%     8.50%
Rate of compensation
 increase . . . . . . . .      4.77%  4.77%   4.77%     4.77%




  For measurement purposes, an 8.75% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2001. The rate was assumed
to decrease gradually to 5.25% in 2006 and remain at that level thereafter.

  For the prior valuation, an 5.50% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2000. The rate was assumed
to decrease gradually to 5.25% in 2001 and remain at that level thereafter.

  The net periodic benefit (credit) cost related to the Company's qualified and
nonqualified benefit plans includes the following components:




                                       YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------
                                                        OTHER POSTRETIREMENT
                             PENSION BENEFITS                 BENEFITS
                        ---------------------------   ------------------------
                         2000      1999      1998      2000     1999      1998
                        --------  --------  --------  -------  -------  ---------
                                            (IN MILLIONS)
                                                      
Service cost  . . . .   $  36.8   $  35.7   $  34.6   $  7.8   $  7.5    $  7.1
Interest cost . . . .     134.1     121.2     117.5     31.4     28.7      29.1
Expected return on
 plan assets  . . . .    (217.4)   (186.6)   (168.5)   (24.1)   (18.3)    (14.7)
Amortization of
 transition asset . .     (12.7)    (12.1)    (11.7)      --       --        --
Amortization of prior
 service cost . . . .       4.6       3.9       6.5     (0.2)    (0.2)     (0.3)
Recognized actuarial
 gain . . . . . . . .     (10.9)     (8.1)     (2.6)    (8.8)    (8.5)     (7.8)
Other . . . . . . . .        --      (3.8)     (1.2)      --       --        --
                        -------   -------   -------   ------   ------    ------
  Net periodic benefit
   (credit) cost  . .   $ (65.5)  $ (49.8)  $ (25.4)  $  6.1   $  9.2    $ 13.4
                        =======   =======   =======   ======   ======    ======




  Assumed health care cost trend rates have a significant effect on the amounts
reported for the healthcare plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:




                                                1-PERCENTAGE     1-PERCENTAGE
                                               POINT INCREASE   POINT DECREASE
                                               --------------  ----------------
                                                       (IN MILLIONS)
                                                         
Effect on total of service and interest costs
 in 2000 . . . . . . . . . . . . . . . . . .       $ 4.6           $ (2.2)
Effect on postretirement benefit obligations
 as of December 31, 2000 . . . . . . . . . .        34.5            (29.9)



                                      102



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--COMMITMENTS AND CONTINGENCIES

  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, 2000. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

  During 1997, the Company entered into a court-approved settlement relating to
a class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $172.8 million
and $496.6 million at December 31, 2000 and 1999, respectively. Costs incurred
related to the settlement were $140.2 million and $230.8 million, in 1999 and
1998, respectively. No such costs were incurred in 2000. The estimated reserve
is based on a number of factors, including the estimated cost per claim and the
estimated costs to administer the claims.

  During 1996, management determined that is was probable that a settlement
would occur and that a minimum loss amount could be reasonably estimated.
Accordingly, the Company recorded its best estimate based on the information
available at the time. The terms of the settlement agreement were negotiated
throughout 1997 and approved by the court on December 31, 1997. In accordance
with the terms of the settlement agreement, the Company contacted class members
during 1998 to determine the actual type of relief to be sought by class
members. The majority of the responses from class members were received by the
fourth quarter of 1998. The type of relief sought by class members differed from
the Company's previous estimates, primarily due to additional outreach
activities by regulatory authorities during 1998 encouraging class members to
consider alternative dispute resolution relief. In 1999, the Company updated its
estimate of the cost of claims subject to alternative dispute resolution relief
and revised its reserve estimate accordingly.

  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. The Company
will continue to update its estimate of the final cost of the settlement as the
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 estimated with precision.

NOTE 12--SHAREHOLDER'S EQUITY

 (a) Common Stock

  As result of the demutualization, as described in Note 1, the Company was
converted to a stock life insurance company and has one class of capital stock,
common stock ($10,000 par value, 1,000 shares authorized). All of the
outstanding common stock of the Company is owned by JHFS.

                                      103



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

 (b) Other Comprehensive Income

  The components of accumulated other comprehensive income are as follows:




                                          FOREIGN                 ACCUMULATED
                             NET         CURRENCY     MINIMUM        OTHER
                          UNREALIZED    TRANSLATION   PENSION    COMPREHENSIVE
                        GAINS (LOSSES)  ADJUSTMENT   LIABILITY      INCOME
                        --------------  -----------  ---------  ---------------
                                            (IN MILLIONS)
                                                    
Balance at January 1,
 1998 . . . . . . . .      $ 520.3        $(44.1)     $(29.5)      $ 446.7
Gross unrealized gains
 (losses) (net of
 deferred income tax
 benefit of $56.7
 million) . . . . . .       (121.3)           --          --        (121.3)
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 expense of $61.4
 million) . . . . . .       (113.9)           --          --        (113.9)
Participating group
 annuity contracts
 (net of deferred
 income tax expense of
 $31.1 million) . . .         57.7            --          --          57.7
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits (net of
 deferred income tax
 expense of $15.5
 million) . . . . . .         28.9            --          --          28.9
                           -------        ------      ------       -------
Net unrealized gains
 (losses) . . . . . .       (148.6)           --          --        (148.6)
Foreign currency
 translation
 adjustment                     --          (6.0)         --          (6.0)
Minimum pension
 liability (net of
 deferred income tax
 benefit of $6.2
 million) . . . . . .           --            --        (8.8)         (8.8)
                           -------        ------      ------       -------
Balance at December
 31, 1998 . . . . . .      $ 371.7        $(50.1)     $(38.3)      $ 283.3
                           =======        ======      ======       =======




                                      104



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)




                                          FOREIGN                 ACCUMULATED
                             NET         CURRENCY     MINIMUM        OTHER
                          UNREALIZED    TRANSLATION   PENSION    COMPREHENSIVE
                        GAINS (LOSSES)  ADJUSTMENT   LIABILITY      INCOME
                        --------------  -----------  ---------  ---------------
                                            (IN MILLIONS)
                                                    
Balance at December
 31, 1998 . . . . . .      $ 371.7        $(50.1)     $(38.3)      $ 283.3
Gross unrealized gains
 (losses) (net of
 deferred income tax
 benefit of $275.6
 million) . . . . . .       (503.9)           --          --        (503.9)
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 expense of $5.4
 million) . . . . . .        (10.0)           --          --         (10.0)
Participating group
 annuity contracts
 (net of deferred
 income tax expense of
 $40.1 million) . . .         74.6            --          --          74.6
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits (net of
 deferred income tax
 expense of $71.3
 million) . . . . . .        132.3            --          --         132.3
                           -------        ------      ------       -------
Net unrealized gains
 (losses) . . . . . .       (307.0)           --          --        (307.0)
Foreign currency
 translation
 adjustment . . . . .           --          16.9          --          16.9
Minimum pension
 liability (net of
 deferred income tax
 benefit of $12.3
 million) . . . . . .           --            --       (22.9)        (22.9)
                           -------        ------      ------       -------
Balance at December
 31, 1999 . . . . . .      $  64.7        $(33.2)     $(61.2)      $ (29.7)
                           -------        ------      ------       -------
Gross unrealized gains
 (losses) (net of
 deferred income tax
 expense of $37.1
 million) . . . . . .         46.2                                    46.2
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 benefit of $62.0
 million) . . . . . .        115.2                                   115.2
Participating group
 annuity contracts
 (net of deferred
 income tax benefit
 of $3.6 million) . .         (6.8)                                   (6.8)
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits
 (net of deferred
 income tax benefit
 of $17.5 million). .        (32.6)                                  (32.6)
                           -------                                 -------
Net unrealized gains
 (losses) . . . . . .        122.0                                   122.0
Foreign currency
 translation
 adjustment . . . . .                      (19.1)                    (19.1)
Minimum pension
 liability (net of
 deferred income tax
 expense of $4.4
 million) . . . . . .                                    8.2           8.2
Minority interest . .         (3.9)         (0.6)                     (4.5)
                           -------        ------      ------       -------
Balance at December
 31, 2000 . . . . . .      $ 182.8        $(52.9)     $(53.0)      $  76.9
                           =======        ======      ======       =======




                                      105



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

  Net unrealized investment gains (losses), included in the consolidated balance
sheets as a component of shareholder's equity, are summarized as follows:




                                                         YEAR ENDED
                                                 ---------------------------
                                                  2000      1999       1998
                                                 --------  --------  ----------
                                                        (IN MILLIONS)
                                                            
BALANCE, END OF YEAR COMPRISES:
  Unrealized investment gains (losses) on:
   Fixed maturities  . . . . . . . . . . . . .   $ 207.5   $(191.7)   $ 730.6
   Equity investments  . . . . . . . . . . . .     265.3     144.0      239.0
   Derivatives and other . . . . . . . . . . .    (149.1)    110.8     (111.5)
                                                 -------   -------    -------
Total  . . . . . . . . . . . . . . . . . . . .     323.7      63.1      858.1
AMOUNTS OF UNREALIZED INVESTMENT (GAINS) LOSSES
 ATTRIBUTABLE TO:
  Participating group annuity contracts  . . .     (34.4)    (24.0)    (138.7)
  Deferred policy acquisition cost and present
  value of future profits  . . . . . . . . . .      10.0      60.1     (143.5)
  Deferred federal income taxes  . . . . . . .    (112.6)    (34.5)    (204.2)
  Minority interest  . . . . . . . . . . . . .      (3.9)       --         --
                                                 -------   -------    -------
Total  . . . . . . . . . . . . . . . . . . . .    (140.9)      1.6     (486.4)
                                                 -------   -------   --------
Net unrealized investment gains  . . . . . . .   $ 182.8   $  64.7    $ 371.7
                                                 =======   =======   ========




 Statutory Results

  The Company and its domestic insurance subsidiaries prepare their
statutory-basis financial statements in accordance with accounting practices
prescribed or permitted by the state of domicile. Prescribed statutory
accounting practices include state laws, regulations and administrative rules,
as well as guidance published by the NAIC. Permitted accounting practices
encompass all accounting practices that are not prescribed by the sources noted
above. Since 1988, the Commonwealth of Massachusetts Division of Insurance has
provided the Company with approval to recognize the pension plan prepaid expense
in accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Commonwealth of Massachusetts Division of
Insurance with an actuarial certification of the prepaid expense computation on
an annual basis.

  In addition, during 2000 and 1999, the Company received permission from the
Commonwealth of Massachusetts Division of Insurance to record its Asset
Valuation Reserve in excess of the prescribed maximum reserve level by $36.7
million and $48.0 million at December 31, 2000 and 1999, respectively. There are
no other material permitted practices.

   Statutory net income and surplus include the accounts of the Company and its
variable life insurance subsidiary, John Hancock Variable Life Insurance
Company, including its wholly-owned subsidiary, Investors Partner Life Insurance
Company, and Investors Guaranty Life Insurance Company.




                                                   2000      1999       1998
                                                 --------  --------  ----------
                                                        (IN MILLIONS)
                                                            
Statutory net income . . . . . . . . . . . . .   $  617.6  $  573.2   $  627.3
Statutory surplus  . . . . . . . . . . . . . .    3,700.5   3,456.7    3,388.7




                                      106



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

  Massachusetts has enacted laws governing the payment of dividends by insurers.
Under Massachusetts insurance law, no insurer may pay any shareholder dividends
from any source other than statutory unassigned funds without the prior approval
of the Massachusetts Division of Insurance. Massachusetts law also limits the
dividends an insurer may pay in any twelve month period, without the prior
permission of the Massachusetts Division of Insurance, to the greater of (i) 10%
of its statutory policyholders' surplus as of the preceding December 31 or (ii)
the individual company's statutory net gain from operations for the preceding
calendar year, if such insurer is a life company.

NOTE 13--SEGMENT INFORMATION

  The Company's reportable segments are strategic business units offering
different products and services. The reportable segments are managed separately,
as they focus on different products, markets or distribution channels.

  RETAIL-PROTECTION SEGMENT. Offers a variety of individual life insurance and
individual and group long-term care insurance products, including participating
whole life, term life, universal life, variable life, and retail and group
long-term care insurance. Products are distributed through multiple distribution
channels, including insurance agents and brokers and alternative distribution
channels that include banks, financial planners, direct marketing and the
Internet.

  RETAIL-ASSET GATHERING SEGMENT. Offers individual annuities and mutual fund
products and services. Individual annuities consist of fixed deferred annuities,
fixed immediate annuities, single premium immediate annuities, and variable
annuities. Mutual fund products and services primarily consist of open-end
mutual funds, closed-end funds, and 401(k) services. This segment distributes
its products through distribution channels including insurance agents and
brokers affiliated with the Company, securities brokerage firms, financial
planners, and banks.

  INSTITUTIONAL-GUARANTEED AND STRUCTURED FINANCIAL PRODUCTS (G&SFP) SEGMENT.
Offers a variety of retirement products to qualified defined benefit plans,
defined contribution plans and non-qualified buyers. The Company's products
include guaranteed investment contracts, funding agreements, single premium
annuities, and general account participating annuities and fund type products.
These contracts provide non-guaranteed, partially guaranteed, and fully
guaranteed investment options through general and separate account products. The
segment distributes its products through a combination of dedicated regional
representatives, pension consultants and investment professionals.

  INSTITUTIONAL-INVESTMENT MANAGEMENT SEGMENT. Offers a wide range of investment
management products and services to institutional investors covering a variety
of private and publicly traded asset classes including fixed income, equity,
mortgage loans, and real estate. This segment distributes its products through a
combination of dedicated sales and marketing professionals, independent
marketing specialists, and investment professionals.

   CORPORATE AND OTHER SEGMENT. Primarily consists of the Company's
international insurance operations, certain corporate operations, and businesses
that are either disposed or in run-off. Corporate operations primarily include
certain financing activities, income on capital not specifically allocated to
the reporting segments and certain non-recurring expenses not allocated to the
segments. The disposed businesses primarily consist of group health insurance
and related group life insurance, property and casualty insurance and selected
broker/dealer operations.

                                      107



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Allocations of net investment income
are based on the amount of assets allocated to each segment. Other costs and
operating expenses are allocated to each segment based on a review of the nature
of such costs, cost allocations utilizing time studies, and other relevant
allocation methodologies.

  Management of the Company evaluates performance based on segment after-tax
operating income, which excludes the effect of net realized investment gains or
losses and unusual or non-recurring events and transactions. Segment after-tax
operating income is determined by adjusting GAAP net income for net realized
investment gains and losses, including gains and losses on disposals of
businesses and certain other items which management believes are not indicative
of overall operating trends. While these items may be significant components in
understanding and assessing the Company's financial performance, management
believes that the presentation of after-tax operating income enhances its
understanding of the Company's results of operations by highlighting net income
attributable to the normal, recurring operations of the business.

  Amounts reported as segment adjustments in the tables below primarily relate
to: (i) certain realized investment gains (losses), net of related amortization
adjustment for deferred policy acquisition costs and amounts credited to
participating pension contractholder accounts (the adjustment for realized
investment gains (losses) excludes gains and losses from mortgage
securitizations and investments backing short-term funding agreements because
management views the related gains and losses as an integral part of the core
business of those operations); (ii) benefits to policyholders and expenses
incurred relating to the settlement of a class action lawsuit against the
Company involving certain individual life insurance policies sold from 1979
through 1996; (iii) restructuring costs related to our distribution systems,
retail operations and mutual fund operations; (iv) the surplus tax on mutual
life insurance companies which as a stock company is no longer applicable to the
Company; (v) a fourth quarter 1999 charge for uncollectible reinsurance related
to certain assumed reinsurance business; (vi) a fourth quarter 1999 charge for a
group pension dividend resulting from demutualization related asset transfers
and the formation of a corporate account; (vii) a charge for certain one time
costs associated with the demutualization process; and (viii) cumulative effect
of accounting change.

                                      108



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The following table summarizes selected financial information by segment for
the year ended or as of December 31 and reconciles segment revenues and segment
after-tax operating income to amounts reported in the consolidated statements of
income (in millions):




                                                                 RETAIL                   INSTITUTIONAL  CORPORATE
                                                     RETAIL      ASSET     INSTITUTIONAL   INVESTMENT       AND
2000                                               PROTECTION  GATHERING       G&SFP       MANAGEMENT      OTHER      CONSOLIDATED
----                                               ----------  ----------  -------------  -------------  ----------  --------------
                                                                                                   
REVENUES:
 Segment revenues. . . . . . . . . . . . . . . .   $ 1,529.7   $ 1,195.9    $ 2,409.4       $  212.0     $ 1,707.6     $ 7,054.6
 Realized investment gains (losses), net . . . .       (18.2)       15.4        (64.7)           7.1         152.8          92.4
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Revenues  . . . . . . . . . . . . . . . . . . .   $ 1,511.5   $ 1,211.3    $ 2,344.7       $  219.1     $ 1,860.4     $ 7,147.0
                                                   =========   =========    =========       ========     =========     =========
 Net investment income . . . . . . . . . . . . .   $   604.7   $   445.8    $ 1,741.9       $   22.7     $   435.9     $ 3,251.0
NET INCOME:
 Segment after-tax operating income  . . . . . .       252.2       128.8        211.6           46.8         104.0         743.4
 Realized investment gains (losses), net . . . .       (11.5)       18.6        (40.5)           4.4          93.5          64.5
 Restructuring charges . . . . . . . . . . . . .        (6.7)       (1.4)        (2.6)            --          (1.3)        (12.0)
 Surplus tax . . . . . . . . . . . . . . . . . .        20.8         0.6          6.5             --          18.1          46.0
 Demutualization expenses  . . . . . . . . . . .         1.6         0.4          0.4             --           0.1           2.5
 Other demutualization related costs . . . . . .        (6.8)       (1.3)        (1.7)            --          (0.2)        (10.0)
 Group pension dividend transfer                          --          --          5.7             --            --           5.7
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net income  . . . . . . . . . . . . . . . . . .   $   249.6   $   145.7    $   179.4       $   51.2     $   214.2     $   840.1
                                                   =========   =========    =========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues  . . . . . . . . . . . .          --          --           --       $   39.1     $   (39.1)           --
 Equity in net income of investees accounted
  for by the equity method . . . . . . . . . . .   $     7.5   $     3.5    $    11.2           16.8         104.8     $   143.8
 Amortization of deferred policy acquisition
  costs. . . . . . . . . . . . . . . . . . . . .        55.6        78.8          2.6             --          46.8         183.8
 Interest expense  . . . . . . . . . . . . . . .         1.1         3.5           --           12.1          46.7          63.4
 Income tax expense  . . . . . . . . . . . . . .        88.6        57.9         78.3           35.2          84.4         344.4
 Segment assets  . . . . . . . . . . . . . . . .    27,049.9    14,067.2     31,161.1        3,124.5      12,378.1      87,780.8
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment (losses) gains. . . . .       (34.3)       18.8        (57.8)          10.3         152.9          89.9
 Add capitalization/less amortization of deferred
  policy acquisition costs related to net
  realized investment gains (losses) . . . . . .         4.4        (3.5)          --             --            --           0.9
  Less amounts credited to participating pension
   contractholder accounts . . . . . . . . . . .          --          --         (6.9)            --            --          (6.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net realized investment (losses) gains, net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial statements. . . . . . .       (29.9)       15.3        (64.7)          10.3         152.9          83.9
 Less realized investment (losses) gains
  attributable to mortgage securitizations . . .          --          --           --            3.2            --           3.2
 Net realized investment gains in the closed
  block. . . . . . . . . . . . . . . . . . . . .        11.7          --           --             --            --          11.7
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment (losses) gains, net-pre-tax
  adjustment made to calculate segment operating
  income . . . . . . . . . . . . . . . . . . . .       (18.2)       15.3        (64.7)           7.1         152.9          92.4
 Less income tax effect  . . . . . . . . . . . .         6.7         3.3         24.2           (2.7)        (59.4)        (27.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment (losses) gains,
  net-after-tax adjustment made to calculate
  segment operating income . . . . . . . . . . .   $   (11.5)  $    18.6    $   (40.5)      $    4.4     $    93.5     $    64.5
                                                   =========   =========    =========       ========     =========     =========




                                      109



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)




                                                                 RETAIL                   INSTITUTIONAL
                                                     RETAIL      ASSET     INSTITUTIONAL   INVESTMENT    CORPORATE
1999                                               PROTECTION  GATHERING       G&SFP       MANAGEMENT    AND OTHER    CONSOLIDATED
----                                               ----------  ----------  -------------  -------------  ----------  --------------
                                                                                                   
REVENUES:
 Segment revenues. . . . . . . . . . . . . . . .   $ 2,756.9   $ 1,057.3    $ 2,021.8       $  189.9     $ 1,310.5     $ 7,336.4
 Realized investment gains (losses), net . . . .       173.6       (11.0)        93.3            3.1         (56.1)        202.9
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Revenues  . . . . . . . . . . . . . . . . . . .   $ 2,930.5   $ 1,046.3    $ 2,115.1       $  193.0     $ 1,254.4     $ 7,539.3
                                                   =========   =========    =========       ========     =========     =========
 Net investment income . . . . . . . . . . . . .   $ 1,101.9   $   388.6    $ 1,681.3       $   45.9     $   350.8     $ 3,568.5
NET INCOME:
 Segment after-tax operating income  . . . . . .       188.7       115.1        201.7           37.3          67.8         610.6
 Realized investment gains (losses), net . . . .       108.6        (6.9)        58.4            2.0         (42.1)        120.0
 Class action lawsuit  . . . . . . . . . . . . .          --          --           --             --         (91.1)        (91.1)
 Restructuring charges . . . . . . . . . . . . .        (8.6)       (7.3)        (0.6)            --          (0.5)        (17.0)
 Surplus tax . . . . . . . . . . . . . . . . . .       (12.5)       (1.0)        (6.5)            --          (2.2)        (22.2)
 Workers' compensation reinsurance reserves  . .          --          --           --             --        (133.7)       (133.7)
 Group pension dividend transfer . . . . . . . .          --          --       (205.8)            --            --        (205.8)
 Demutualization expenses. . . . . . . . . . . .       (61.3)      (13.0)       (16.1)            --          (3.2)        (93.6)
 Other demutualization related costs . . . . . .        (4.6)       (0.9)        (1.1)            --          (0.2)         (6.8)
 CumuIative effect of accounting change  . . . .          --        (9.6)          --           (0.1)           --          (9.7)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net income  . . . . . . . . . . . . . . . . . .   $   210.3   $    76.4    $    30.0       $   39.2     $  (205.2)    $   150.7
                                                   =========   =========    =========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues  . . . . . . . . . . . .          --          --           --       $   43.6     $   (43.6)           --
 Equity in net income of investees accounted for
  by the equity method . . . . . . . . . . . . .   $    46.2   $    (0.3)   $    14.3            3.5           1.4     $    65.1
 Amortization of deferred policy acquisition
  costs. . . . . . . . . . . . . . . . . . . . .        69.2        53.5          3.1             --          38.4         164.2
 Interest expense  . . . . . . . . . . . . . . .         0.7         6.2           --            5.3          57.9          70.1
 Income tax expense (credit) . . . . . . . . . .       138.9        51.9         (7.5)          26.5        (111.9)         97.9
 Segment assets  . . . . . . . . . . . . . . . .    25,372.1    14,297.2     30,370.5        3,531.4      11,017.2      84,588.4
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment gains (losses)  . . . .       228.4       (16.1)        97.4            6.6         (55.3)        261.0
 Less amortization of deferred policy acquisition
  costs related to net realized investment
  (losses) gains . . . . . . . . . . . . . . . .       (54.8)        5.1           --             --          (0.8)        (50.5)
 Less amounts credited to participating pension
  contractholder accounts  . . . . . . . . . . .          --          --        (35.3)            --            --         (35.3)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net realized investment gains (losses), net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial statements  . . . . . .       173.6       (11.0)        62.1            6.6         (56.1)        175.2
 Less realized investment (losses) gains
  attributable to mortgage securitizations and
  investments backing short-term funding
  agreements . . . . . . . . . . . . . . . . . .          --          --        (31.2)           3.5            --         (27.7)
 Less gain on sale of business . . . . . . . . .          --          --           --             --         (33.0)        (33.0)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment gains (losses), net-pre-tax
  adjustment made to calculate segment operating
  income . . . . . . . . . . . . . . . . . . . .       173.6       (11.0)        93.3            3.1         (89.1)        169.9
 Less income tax effect  . . . . . . . . . . . .       (65.0)        4.1        (34.9)          (1.1)         47.0         (49.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment gains (losses),
  net-after-tax adjustment made to calculate
  segment operating income . . . . . . . . . . .   $   108.6   $    (6.9)   $    58.4       $    2.0     $   (42.1)    $   120.0
                                                   =========   =========    =========       ========     =========     =========




                                      110



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)




                                                                  RETAIL                   INSTITUTIONAL
                                                      RETAIL      ASSET     INSTITUTIONAL   INVESTMENT    CORPORATE
1998                                                PROTECTION  GATHERING       G&SFP       MANAGEMENT    AND OTHER   CONSOLIDATED
----                                                ----------  ----------  -------------  -------------  ---------  --------------
                                                                                                   
REVENUES:
 Segment revenues . . . . . . . . . . . . . . . .   $ 2,667.6   $ 1,015.3    $ 1,731.2       $  143.9     $1,103.9     $ 6,661.9
 Realized investment gains, net . . . . . . . . .        75.3        18.3         30.7            0.2         23.7         148.2
                                                    ---------   ---------    ---------       --------     --------     ---------
 Revenues . . . . . . . . . . . . . . . . . . . .   $ 2,742.9   $ 1,033.6    $ 1,761.9       $  144.1     $1,127.6     $ 6,810.1
                                                    =========   =========    =========       ========     ========     =========
 Net investment income  . . . . . . . . . . . . .   $ 1,061.2   $   378.0    $ 1,576.3       $   24.1     $  288.4     $ 3,328.0
NET INCOME:
 Segment after-tax operating income . . . . . . .   $   166.1   $   111.1    $   145.7       $   15.4     $   56.3     $   494.6
 Realized investment gains, net . . . . . . . . .        49.0        12.0         17.2            0.1         15.4          93.7
 Class action lawsuit . . . . . . . . . . . . . .          --          --           --             --       (150.0)       (150.0)
 Surplus tax  . . . . . . . . . . . . . . . . . .        11.7         0.3          2.0             --          1.5          15.5
 Demutualization expenses . . . . . . . . . . . .        (7.9)       (1.8)        (1.5)            --         (0.5)        (11.7)
                                                    ---------   ---------    ---------       --------     --------     ---------
 Net income . . . . . . . . . . . . . . . . . . .   $   218.9   $   121.6    $   163.4       $   15.5     $  (77.3)    $   442.1
                                                    =========   =========    =========       ========     ========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues . . . . . . . . . . . . .          --          --           --       $   34.3     $  (34.3)           --
 Equity in net income of investees accounted for
  by the equity method  . . . . . . . . . . . . .   $    54.9          --    $    12.7            0.9          1.5     $    70.0
 Amortization of deferred policy acquisition costs      153.9   $    46.8          3.7             --         45.3         249.7
 Interest expense . . . . . . . . . . . . . . . .         0.3         8.5           --            7.0         60.9          76.7
 Income tax expense (credit)  . . . . . . . . . .        82.1        61.5         67.9           10.7        (48.1)        174.1
 Segment assets . . . . . . . . . . . . . . . . .    25,684.2    12,715.7     29,315.2        3,439.6      5,792.5      76,947.2
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment gains (losses) . . . . .       112.9        21.9         72.1           (4.2)        23.7         226.4
 Less amortization of deferred policy acquisition
  costs related to net realized investment
  (losses) gains  . . . . . . . . . . . . . . . .       (37.6)       (3.6)          --             --           --         (41.2)
 Less amounts credited to participating pension
  contractholder accounts . . . . . . . . . . . .          --          --        (79.1)            --           --         (79.1)
                                                    ---------   ---------    ---------       --------     --------     ---------
 Net realized investment gains (losses), net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial
  statements  . . . . . . . . . . . . . . . . . .        75.3        18.3         (7.0)          (4.2)        23.7         106.1
 Less realized investment (losses) gains
  attributable to mortgage securitizations and
  investments backing short-term funding
  agreements. . . . . . . . . . . . . . . . . . .          --          --        (37.7)          (4.4)          --         (42.1)
 Realized investment gains, net-pre-tax adjustment
  made to calculate segment operating income  . .        75.3        18.3         30.7            0.2         23.7         148.2
 Less income tax effect . . . . . . . . . . . . .       (26.3)       (6.3)       (13.5)          (0.1)        (8.3)        (54.5)
                                                    ---------   ---------    ---------       --------     --------     ---------
 Realized investment gains, net-after-tax
  adjustment
  made to calculate segment operating income  . .   $    49.0   $    12.0    $    17.2       $    0.1     $   15.4     $    93.7
                                                    =========   =========    =========       ========     ========     =========




                                      111



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The Company operates primarily in the United States, Canada and the Pacific
Rim (China, Indonesia, Malaysia, the Philippines, Singapore, and Thailand). The
following table summarizes selected financial information by geographic location
for the year ended or at December 31:




                                                               INCOME BEFORE
                                                          INCOME TAXES, MINORITY
                                                          INTEREST AND CUMULATIVE
                                  LONG-LIVED                     EFFECT OF
LOCATION                REVENUES    ASSETS     ASSETS        ACCOUNTING CHANGE
--------                --------  ----------  ---------  -------------------------
                                             (IN MILLIONS)
                                             
2000
United States . . . .   $5,823.7    $424.8    $77,978.9          $1,130.7
Canada  . . . . . . .    1,078.6      30.4      9,357.8              58.5
Foreign--other  . . .      244.7       3.4        444.1               5.9
                        --------    ------    ---------          --------
 Total. . . . . . . .   $7,147.0    $458.6    $87,780.8          $1,195.1
                        ========    ======    =========          ========

1999
United States . . . .   $6,560.7    $440.0    $75,777.6          $  211.7
Canada  . . . . . . .      741.9      28.8      8,461.7              41.8
Foreign--other  . . .      236.7       2.2        349.1               6.4
                        --------    ------    ---------          --------
 Total. . . . . . . .   $7,539.3    $471.0    $84,588.4          $  259.9
                        ========    ======    =========          ========

1998
United States . . . .   $6,069.5    $442.5    $71,725.1          $  585.1
Canada  . . . . . . .      512.0      24.9      4,941.6              30.2
Foreign--other  . . .      228.6       2.1        280.5               2.0
                        --------    ------    ---------          --------
 Total. . . . . . . .   $6,810.1    $469.5    $76,947.2          $  617.3
                        ========    ======    =========          ========




  The Company has no reportable major customers and revenues are attributed to
countries based on the location of customers.

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

  The following discussion outlines the methodologies and assumptions used to
determine the fair value of the Company's financial instruments. The aggregate
fair value amounts presented herein do not represent the underlying value of the
Company and, accordingly, care should be exercised in drawing conclusions about
the Company's business or financial condition based on the fair value
information presented herein.

  The following methods and assumptions were used by the Company to determine
the fair values of financial instruments:

  Fair values for publicly traded fixed maturities (including redeemable
  preferred stocks) are obtained from an independent pricing service. Fair
  values for private placement securities and fixed maturities not provided by
  the independent pricing service are estimated by the Company by discounting
  expected future cash flows using a current market rate applicable to the
  yield, credit quality and maturity of the investments. The fair value for
  equity securities is based on quoted market prices.

                                      112



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

  The fair value for mortgage loans on real estate is estimated using discounted
  cash flow analyses using interest rates adjusted to reflect the credit
  characteristics of the loans. Mortgage loans with similar characteristics and
  credit risks are aggregated into qualitative categories for purposes of the
  fair value calculations. Fair values for impaired mortgage loans are measured
  based either on the present value of expected future cash flows discounted at
  the loan's effective interest rate or the fair value of the underlying
  collateral for loans that are collateral dependent.

  The carrying amount in the balance sheet for policy loans, short-term
  investments and cash and cash equivalents approximates their respective fair
  values.

  The fair value of the Company's long-term debt is estimated using discounted
  cash flows based on the Company's incremental borrowing rates for similar
  types of borrowing arrangements. Carrying amounts for commercial paper and
  short-term borrowings approximate fair value.

  Fair values for the Company's guaranteed investment contracts and funding
  agreements are estimated using discounted cash flow calculations based on
  interest rates currently being offered for similar contracts with maturities
  consistent with those remaining for the contracts being valued. The fair value
  for fixed-rate deferred annuities is the cash surrender value, which
  represents the account value less applicable surrender charges. Fair values
  for immediate annuities without life contingencies and supplementary contracts
  without life contingencies are estimated based on discounted cash flow
  calculations using current market rates.

  The Company's derivatives include futures contracts, interest rate swap, cap
  and floor agreements, swaptions, currency rate swap agreements and equity
  collar agreements. Fair values for these contracts are based on current
  settlement values. These values are based on quoted market prices for the
  financial futures contracts and brokerage quotes that utilize pricing models
  or formulas using current assumptions for all swaps and other agreements.

  The fair value for commitments approximates the amount of the initial
  commitment.

                                      113



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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




                                               DECEMBER 31,
                               ---------------------------------------------
                                       2000                    1999
                               ---------------------   ---------------------
                               CARRYING      FAIR      CARRYING       FAIR
                                 VALUE       VALUE       VALUE        VALUE
                               ----------  ----------  ----------  ------------
                                               (IN MILLIONS)
                                                       
ASSETS:
  Fixed maturities:
   Held-to-maturity  . . . .   $11,888.6   $11,651.2   $13,790.2    $13,438.7
   Available-for-sale  . . .    16,023.5    16,023.5    16,959.2     16,959.2
  Equity securities:
   Available-for-sale  . . .     1,094.9     1,094.9     1,230.2      1,230.2
   Trading securities  . . .       231.6       231.6        84.1         84.1
  Mortgage loans on real
  estate . . . . . . . . . .     8,968.9     9,350.6    10,733.0     10,681.8
  Policy loans . . . . . . .       428.6       428.6     1,938.8      1,938.8
  Short-term investments . .       151.9       151.9       166.9        166.9
  Cash and cash equivalents      2,841.2     2,841.2     1,797.7      1,797.7
LIABILITIES:
  Debt . . . . . . . . . . .       779.3       771.5       990.7        962.8
  Guaranteed investment
  contracts and
  funding agreements . . . .    14,333.9    13,953.8    13,109.3     12,709.1
  Fixed rate deferred and
  immediate annuities  . . .     5,195.2     5,101.3     4,801.1      4,656.9
  Supplementary contracts
  Without life contingencies        60.0        63.1        56.6         55.7

Derivatives
 assets/(liabilities)
 relating to:
  Futures contracts, net . .       (16.2)      (16.2)       31.3         31.3
  Interest rate swap
  agreements . . . . . . . .      (178.2)     (176.1)       82.9        (18.3)
  Interest rate swap CMT . .          --        (5.2)         --           --
  Interest rate cap
  agreements . . . . . . . .         2.2         2.2         5.8          5.8
  Interest rate floor
  agreements . . . . . . . .        59.0        59.0         0.1          0.1
  Interest rate swaption
  agreements . . . . . . . .        (1.3)       (1.3)       (3.6)        (3.6)
  Currency rate swap
  agreements . . . . . . . .        11.4      (461.6)        9.1        (48.3)
  Equity collar agreements .        11.7        11.7        53.0         53.0

Commitments  . . . . . . . .          --    (1,843.9)         --     (1,273.5)




                                      114



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS

  On January 5, 2000, the Company, as sole shareholder of JHFS, approved and
adopted the 1999 Long-Term Stock Incentive Plan (the Incentive Plan), which
originally had been approved by the Board of Directors of the Company on August
31, 1999. Under the Incentive Plan, which became effective on February 1, 2000,
the effective date of the Plan of Reorganization of the Company, options of JHFS
common stock granted may be either non-qualified options or incentive stock
options qualifying under Section 422 of the Internal Revenue Code. The Incentive
Plan objectives include attracting and retaining the best personnel, providing
for additional performance incentives, and promoting the success of the Company
by providing employees the opportunity to acquire JHFS's common stock.

  The maximum number of shares of JHFS common stock available under the
Incentive Plan is 5% of the total number of shares of common stock that were
outstanding following the IPO. In addition, no more than 4% of these shares
shall be available for awards of incentive stock options under the Incentive
Plan, and no more than 1% of these shares shall be available for stock awards,
which includes non-vested stock. The aggregate number of shares that may be
covered by awards for any one participant over the period that the Incentive
Plan is in effect shall not exceed 1% of these shares. Subject to these overall
limits, there is no annual limit on the number of stock options or stock awards
that may be granted in any one year.

  The Incentive Plan has options exercisable at March 13, 2001 and 2002, June
12, 2001 and 2002, and August 14, 2001 and 2002. JHFS has granted 4.6 million
options to employees of the Company as of December 31, 2000. Options outstanding
under the Incentive Plan were granted at a price equal to the market value of
the stock on the date of grant, vest over a two-year period, and expire five
years after the grant date.

  The status of JHFS stock options granted to employees of the Company under the
Long-Term Stock Incentive Plan is summarized below as of December 31:



                                           NUMBER OF SHARES   WEIGHTED-AVERAGE
                                            (IN THOUSANDS)     EXERCISE PRICE
                                           ----------------  ------------------
                                                       
Outstanding at February 1, 2000. . . . .            --             $   --
 Granted . . . . . . . . . . . . . . . .       4,618.4              14.06
 Exercised . . . . . . . . . . . . . . .           0.2              13.94
 Canceled. . . . . . . . . . . . . . . .         311.6              13.94
                                               -------             ------
Outstanding at December 31, 2000 . . . .       4,306.6              14.07

Options exercisable at:
  March 13, 2001 . . . . . . . . . . . .       2,125.3              13.94
 June 12, 2001 . . . . . . . . . . . . .           6.3              23.37
 August 14, 2001 . . . . . . . . . . . .          21.7              23.75
 March 13, 2002. . . . . . . . . . . . .       2,125.3              13.94
 June 12, 2002 . . . . . . . . . . . . .           6.3              23.37
 August 14, 2002 . . . . . . . . . . . .          21.7              23.75



  The Company accounts for stock-based compensation using the intrinsic value
method prescribed by APB Opinion No. 25, under which no compensation cost for
stock options is recognized for stock option awards granted at or above fair
market value. Had compensation expense for the Company's stock-based
compensation plan been determined based upon fair values at the grant dates for
awards under the plan in accordance with SFAS No. 123, the Company's net
earnings would have been reduced to the pro forma amounts indicated below.
Additional stock option awards are anticipated in future years.

                                      115



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS  (CONTINUED)

  The Black-Scholes option valuation model was developed for use in estimating
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require input of highly
subjective assumptions including the expected stock price volatility. Because
the JHFS stock options granted to employees of the Company have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of the stock options.

  The estimated weighted-average grant date fair value per share of stock
options granted during 2000 using the Black-Scholes option valuation model was
$3.66. The fair value of options granted in 2000 is estimated on the date of
grant using the following assumptions: dividend yield of 1.8%, expected
volatility of 24%, risk-free interest rate range of 4.8% to 5.6% depending on
grant date, and an expected life ranging from 2 to 5 years.

  For the purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:




                                      FOR THE PERIOD
                                         FEBRUARY             YEAR ENDED
                                          THROUGH          DECEMBER 31, 2000
                                     DECEMBER 31, 2000   PRO FORMA (UNAUDITED)
                                     -----------------  -----------------------
                                                  (IN MILLIONS)
                                                  
Net income:
 As reported . . . . . . . . . . .        $796.1                $840.1
 Pro forma (unaudited) . . . . . .         792.4                 835.8




  At December 31, 2000, JHFS had 4.3 million stock options outstanding to
employees of the Company with a weighted-average remaining contractual life of
4.2 years and a weighted-average exercise price of $14.07. As of December 31,
2000, there were 21,707 options exercisable, which represent grants to employees
of the Company who subsequently retired. Employees of the Company who retire
with outstanding options immediately vest and have a maximum of one year to
exercise.

  On March 13, 2000, JHFS granted 291,028 shares of non-vested stock to key
personnel of the Company at a weighted-average grant price per share of $14.34.
These grants of non-vested stock are forfeitable and vest at three or five years
of service with the Company. The total grant-date exercise price of the
non-vested stock granted from February 1, 2000 through December 31, 2000 is $4.2
million. During the third and fourth quarters of 2000, 50,837 shares of
non-vested stock were forfeited with a total grant date exercise price of $0.7
million.

                                      116



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--SUBSEQUENT EVENTS

  On February 8, 2001, the Company signed letters of intent to reinsure 50% of
the business in the Closed Block, effective January 1, 2001. The effect of the
reinsurance will be to lower the Company's statutory risk based capital
requirements and to raise its statutory risk based capital ratio. This will
provide greater statutory capital flexibility for the Company. There will be no
effect on policyholder dividends, nor will the immediate effect on earnings be
material, as the reinsurance treaties will not meet the requirements of SFAS No.
113, "Accounting and Reporting for Reinsurance of Short-Duration and Long
Duration Contracts." Final treaties with two reinsurers are expected to be
signed by the end of the first quarter of 2001. The reinsurance agreements
result in making several hundred million dollars in statutory capital available
for further business development or other purposes.

  In March 2001, the Company announced the sale of the retirement plan
record-keeping business operated out of the mutual fund subsidiary of the
Company, John Hancock Funds. It is estimated that an after-tax charge of
approximately $9 million will be recorded in the first quarter of 2001 and that
the Company will initially sever 31 employees with additional severances
planned. The Company will continue to manage the assets of the business, the
purchaser will assume the record-keeping and support responsibilities.

                                      117



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    SCHEDULE I -- SUMMARY OF INVESTMENTS --
                   OTHER THAN INVESTMENTS IN RELATED PARTIES
                             EXCLUDING CLOSED BLOCK
                            AS OF DECEMBER 31, 2000
                                 (IN MILLIONS)




                                                              AMOUNT AT WHICH
                                                                SHOWN IN THE
                                                                CONSOLIDATED
          TYPE OF INVESTMENT             COST (2)   VALUE      BALANCE SHEET
          ------------------             --------   -----     ---------------
                                                    
Fixed maturity securities,
 available-for-sale:
Bonds:
United States government and government
 agencies and authorities. . . . . . .      243.2     247.9          247.9
States, municipalities and political
 subdivisions. . . . . . . . . . . . .      126.6     126.7          126.7
Foreign governments. . . . . . . . . .    1,386.4   1,453.8        1,453.8
Public utilities . . . . . . . . . . .    1,051.4   1,085.0        1,085.0
Convertibles and bonds with warrants
 attached. . . . . . . . . . . . . . .      250.9     258.4          258.4
All other corporate bonds. . . . . . .   12,123.4  12,263.9       12,264.0
Certificates of deposits . . . . . . .        0.0       0.0            0.0
Redeemable preferred stock . . . . . .      608.4     587.8          587.8
                                         --------  --------       --------
Total fixed maturity securities,
 available-for-sale. . . . . . . . . .   15,790.3  16,023.5       16,023.6
                                         --------  --------       --------

Equity securities, available-for-sale:
Common stocks:
Public utilities . . . . . . . . . . .        4.7       5.5            5.5
Banks, trust and insurance companies .        1.9       2.8            2.8
Industrial, miscellaneous and all other     703.1     968.9          968.9
Non-redeemable preferred stock . . . .      120.9     117.7          117.7
                                         --------  --------       --------
Total equity securities,
 available-for-sale. . . . . . . . . .      830.6   1,094.9        1,094.9
                                         --------  --------       --------

Fixed maturity securities,
 held-to-maturity:
Bonds:
United States government and government
 agencies and authorities. . . . . . .       32.5      33.2           32.5
States, municipalities and political
 subdivisions. . . . . . . . . . . . .      717.4     701.3          717.4
Foreign governments. . . . . . . . . .        5.6      10.2            5.6
Public utilities . . . . . . . . . . .      973.2     901.3          973.2
Convertibles and bonds with warrants
 attached. . . . . . . . . . . . . . .      174.2     149.0          174.2
All other corporate bonds. . . . . . .    9,985.7   9,856.2        9,985.7
Certificates of deposits . . . . . . .        0.0       0.0            0.0
Redeemable preferred stock . . . . . .        0.0       0.0            0.0
                                         --------  --------       --------
Total fixed maturity securities,
 held-to-maturity . . . . . . . . . .    11,888.6  11,651.2       11,888.6
                                         --------  --------       --------




                                      118



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    SCHEDULE I -- SUMMARY OF INVESTMENTS --
             OTHER THAN INVESTMENTS IN RELATED PARTIES--(CONTINUED)
                             EXCLUDING CLOSED BLOCK
                            AS OF DECEMBER 31, 2000
                                 (IN MILLIONS)




                                                              AMOUNT AT WHICH
                                                                SHOWN IN THE
                                                                CONSOLIDATED
          TYPE OF INVESTMENT             COST (2)   VALUE      BALANCE SHEET
          ------------------             --------   -----     ---------------
                                                    

Equity securities, trading:
Common stocks:
Public utilities . . . . . . . . . . .        7.1       8.6            8.6
Banks, trust and insurance companies .       14.9      24.6           24.6
Industrial, miscellaneous and all other     171.4     198.4          198.4
Non-redeemable preferred stock . . . .        0.0       0.0            0.0
Total equity securities, trading . . .      193.4     231.6          231.6
                                         --------  --------       --------

Mortgage loans on real estate, net (1)    9,038.9      XXXX        8,968.9
Real estate, net:
Investment properties (1). . . . . . .      386.8      XXXX          373.6
Acquired in satisfaction of debt (1) .      175.7      XXXX          145.4
Policy loans . . . . . . . . . . . . .      428.6      XXXX          428.6
Other long-term investments (2). . . .    1,353.0      XXXX        1,353.0
Short-term investments . . . . . . . .      151.9      XXXX          151.9
                                         --------  --------       --------
 Total investments . . . . . . . . . .   40,237.8  29,001.3       40,660.0
                                         ========  ========       ========




(1) Difference from Column B is primarily due to valuation allowances due to
    impairments on mortgage loans on real estate and due to accumulated
    depreciation and valuation allowances due to impairments on real estate. See
    note 3 to the consolidated financial statements.
(2) Difference from Column B is primarily due to operating gains (losses) of
    investments in limited partnerships.



                                      119



                      JOHN HANCOCK LIFE INSURANCE COMPANY

              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
                                 (IN MILLIONS)




                                       FUTURE POLICY                     OTHER
                          DEFERRED       BENEFITS,                      POLICY
                           POLICY      LOSSES, CLAIMS                 CLAIMS AND
                         ACQUISITION      AND LOSS       UNEARNED      BENEFITS     PREMIUM
       SEGMENT              COSTS         EXPENSES      PREMIUMS(1)   PAYABLE (1)   REVENUE
       -------          ------------  ---------------  ------------   -----------   -------
                                                                    
2000:
Protection. . . . . .     $1,466.8       $ 4,814.4        $262.6        $ 33.5        $430.6
Asset Gathering . . .        558.2         5,619.9            --          (4.5)         63.4
Guaranteed &
 Structured . . . . .
Financial Products. .          8.5        21,944.2          60.4           0.7         620.3
Investment Management           --              --            --            --            --
Corporate & Other . .        355.0         6,471.6         348.3         224.0       1,076.1
                          --------       ---------        ------        ------      --------
 Total. . . . . . . .     $2,388.5       $38,850.1        $671.3        $253.7      $2,190.4

1999:
Protection. . . . . .     $2,291.6       $15,035.0        $217.4        $112.1      $1,291.0
Asset Gathering . . .        521.5         5,166.8            --           0.2          17.2
Guaranteed &
 Structured . . . . .
Financial Products. .          8.4        20,310.4          56.1           0.5         298.2
Investment Management           --              --            --            --            --
Corporate & Other . .        321.2         6,629.1         216.7         246.1         804.9
                          --------       ---------        ------        ------      --------
 Total. . . . . . . .     $3,142.7       $47,141.3        $490.2        $358.9      $2,411.3

1998:
Protection. . . . . .     $2,017.6       $14,093.6        $219.5        $ 85.5      $1,262.5
Asset Gathering . . .        425.2         4,850.0            --           0.2          19.8
Guaranteed &
 Structured . . . . .
Financial Products. .          8.7        19,366.4          48.4           0.3         121.4
Investment Management           --              --            --            --            --
Corporate & Other . .        251.0         3,865.0         105.9         800.3         705.3
                          --------       ---------        ------        ------      --------
 Total. . . . . . . .     $2,702.5       $42,175.0        $373.8        $886.3      $2,109.0




                                      120



                      JOHN HANCOCK LIFE INSURANCE COMPANY

       SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION --(CONTINUED)

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
                                 (IN MILLIONS)



                                                         AMORTIZATION OF
                                        BENEFITS,        DEFERRED POLICY
                                     CLAIMS, LOSSES,    ACQUISITION COSTS,
                            NET            AND          EXCLUDING AMOUNTS       OTHER
                        INVESTMENT      SETTLEMENT     RELATED TO REALIZED    OPERATING
       SEGMENT            INCOME         EXPENSES        INVESTMENT GAINS      EXPENSES
       -------          ----------   ---------------   -------------------    ---------
                                                                 
2000:
Protection. . . . . .    $  604.8        $  633.5             $ 55.5           $  395.8
Asset Gathering . . .       445.8           371.3               78.8              557.4
Guaranteed &
 Structured . . . . .
Financial Products. .     1,741.9         1,963.5                2.6               77.5
Investment Management        22.7              --                 --              132.7
Corporate & Other . .       435.8         1,124.2               46.9              344.3
                         --------        --------             ------           --------
 Total. . . . . . . .    $3,251.0        $4,092.5             $183.8           $1,507.7

1999:
Protection. . . . . .    $1,101.9        $1,595.0             $ 69.2           $  401.2
Asset Gathering . . .       388.6           299.3               53.5              542.1
Guaranteed &
 Structured . . . . .
Financial Products. .     1,681.3         1,959.9                3.1               88.1
Investment Management        45.9              --                 --              127.2
Corporate & Other . .       350.8         1,278.8               38.4              225.8
                         --------        --------             ------           --------
 Total. . . . . . . .    $3,568.5        $5,133.0             $164.2           $1,384.4

1998:
Protection. . . . . .    $1,061.2        $1,424.4             $165.4           $  418.3
Asset Gathering . . .       378.0           296.3               46.8              504.9
Guaranteed &
 Structured . . . . .
Financial Products. .     1,576.3         1,411.5                3.7               92.6
Investment Management        24.1              --                 --              117.8
Corporate & Other . .       288.4           950.4               45.3              224.2
                         --------        --------             ------           --------
 Total. . . . . . . .    $3,328.0        $4,082.6             $261.2           $1,357.8



(1) Unearned premiums and other policy claims and benefits payable are included
    in Column C amounts.

(2) Allocations of net investment income and certain operating expenses are
    based on a number of assumptions and estimates, and reporting operating
    results would change by segment if different methods were applied.

                                      121



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                           SCHEDULE IV -- REINSURANCE

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED:
                                 (IN MILLIONS)



                                                                         PERCENTAGE
                                    CEDED TO     ASSUMED                  OF AMOUNT
                          GROSS       OTHER    FROM OTHER                  ASSUMED
                          AMOUNT    COMPANIES   COMPANIES   NET AMOUNT     TO NET
                          ------    ---------  ----------   ----------   ----------
                                                         

2000
Life insurance in
 force. . . . . . . .   $346,720.6  $91,827.1   $27,489.1   $282,382.6       9.7%
                        ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance. . . .   $  1,818.8  $   370.6   $    23.9   $  1,472.1       1.6%
Accident and health
 insurance. . . . . .      1,338.6    1,061.5       441.2        718.3      61.4%
P&C . . . . . . . . .           --         --          --           --       0.0%
                        ----------  ---------   ---------   ----------     -----
  Total . . . . . . .   $  3,157.4  $ 1,432.1   $   465.1   $  2,190.4      21.2%
                        ==========  =========   =========   ==========     =====

1999
Life insurance in
 force. . . . . . . .   $380,019.3  $83,232.3   $29,214.6   $326,001.6       9.0%
                        ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance. . . .   $  2,292.8  $   468.5   $   139.4   $  1,963.7       7.1%
Accident and health
 insurance. . . . . .      1,142.4      868.2       173.1        447.3      38.7%
P&C . . . . . . . . .           --         --          --          0.3     100.0%
                        ----------  ---------   ---------   ----------     -----
  Total . . . . . . .   $  3,435.2  $ 1,336.7   $   312.8   $ 2,411.13      13.0%
                        ==========  =========   =========   ==========     =====

1998
Life insurance in
 force. . . . . . . .   $324,597.7  $88,662.6   $29,210.1   $265,145.2      11.0%
                        ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance. . . .   $  1,871.9  $   327.6   $   221.0   $  1,765.3      12.5%
Accident and health
 insurance. . . . . .        956.5      743.7       130.9        343.7      38.1%
P&C . . . . . . . . .          7.1        9.0         1.9                    0.0%
                        ----------  ---------   ---------   ----------     -----
  Total . . . . . . .   $  2,835.5  $ 1,080.3   $   353.8   $  2,109.0      16.8%
                        ==========  =========   =========   ==========     =====



Note: The life insurance caption represents principally premiums from
traditional life insurance and life-contingent immediate annuities and excludes
deposits on investment products and universal life insurance products.

                                      122



                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                              SECOND QUARTER 2001








                                      123



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENT OF ASSETS AND LIABILITIES

                           JUNE 30, 2001 (UNAUDITED)




                                                    INTERNATIONAL
                          LARGE CAP      ACTIVE        EQUITY       SMALL CAP
                           GROWTH         BOND          INDEX         GROWTH
                         SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                         -----------  ------------  -------------  ------------
                                                       
ASSETS:
Cash . . . . . . . . .            --            --           --             --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value . . . . . . . .   $39,620,811  $ 92,441,470   $5,817,161     $5,255,312
Investments in shares
 of portfolios of
 Outside Trust, at
 value . . . . . . . .            --            --           --             --
Policy loans and
 accrued interest
 receivable. . . . . .     2,903,839    11,106,428      442,026             --
Receivable from:
 John Hancock Variable
  Series Trust I . . .            --       462,541       13,065             --
 Outside Trust . . . .            --            --           --             --
                         -----------  ------------   ----------     ----------
Total assets . . . . .    42,524,650   104,010,439    6,272,252      5,255,312
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company. . . . . . .            --            --           --             --
 Outside Trust . . . .            --            --           --             --
Asset charges payable.           688         1,369          100             83
                         -----------  ------------   ----------     ----------
Total liabilities. . .           688         1,369          100             83
                         -----------  ------------   ----------     ----------
Net assets . . . . . .   $42,523,962  $104,009,070   $6,272,152     $5,255,229
                         ===========  ============   ==========     ==========







                              GLOBAL      MID CAP     LARGE CAP       MONEY
                             BALANCED     GROWTH        VALUE        MARKET
                            SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                            ----------  -----------  -----------  -------------
                                                      
ASSETS:
Cash. . . . . . . . . . .          --            --           --            --
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value. . . .    $195,213   $16,216,155  $19,034,611   $21,383,366
Investments in shares of
 portfolios of Outside
 Trust, at value. . . . .          --            --           --            --
Policy loans and accrued
 interest receivable. . .          --            --           --     2,252,201
Receivable from:
 John Hancock Variable
  Series Trust I. . . . .         211            --       17,844         6,542
 Outside Trust. . . . . .          --            --           --            --
                             --------   -----------  -----------   -----------
Total assets. . . . . . .     195,424    16,216,155   19,052,455    23,642,109
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . . . .          --            --           --             3
 Outside Trust. . . . . .          --            --           --            --
Asset charges payable . .           3           259          312         2,412
                             --------   -----------  -----------   -----------
Total liabilities . . . .           3           259          312         2,415
                             --------   -----------  -----------   -----------
Net assets. . . . . . . .    $195,421   $16,215,896  $19,052,143   $23,639,694
                             ========   ===========  ===========   ===========




See accompanying notes.

                                      124



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                           JUNE 30, 2001 (UNAUDITED)




                          LARGE /
                          MID CAP    SMALL/MID CAP  REAL ESTATE     GROWTH &
                          VALUE II      GROWTH        EQUITY         INCOME
                         SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                         ----------  -------------  -----------  --------------
                                                     
ASSETS:
Cash . . . . . . . . .           --           --    $        3              --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value . . . . . . . .   $4,350,157   $6,191,145     5,733,863    $214,854,030
Investments in shares
 of portfolios of
 Outside Trust, at
 value . . . . . . . .           --           --            --              --
Policy loans and
 accrued interest
 receivable. . . . . .           --           --       392,807      32,969,463
Receivable from:
 John Hancock Variable
  Series Trust I . . .        2,998           --        33,027          11,234
 Outside Trust . . . .           --           --            --              --
                         ----------   ----------    ----------    ------------
Total assets . . . . .    4,353,155    6,191,145     6,159,700     247,834,727
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company. . . . . . .           --           --            --              --
 Outside Trust . . . .           --           --            --              --
Asset charges payable.           72          100            98           3,034
                         ----------   ----------    ----------    ------------
Total liabilities. . .           72          100            98           3,034
                         ----------   ----------    ----------    ------------
Net assets . . . . . .   $4,353,083   $6,191,045    $6,159,602    $247,831,693
                         ==========   ==========    ==========    ============







                                        SHORT-TERM  SMALL CAP    INTERNATIONAL
                            MANAGED        BOND       EQUITY     OPPORTUNITIES
                           SUBACCOUNT   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                          ------------  ----------  ----------  ---------------
                                                    
ASSETS:
Cash. . . . . . . . . .             --         --           --             --
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value. . .   $ 95,958,263   $416,117   $3,573,616    $13,887,150
Investments in shares of
 portfolios of Outside
 Trust, at value. . . .             --         --           --             --
Policy loans and accrued
 interest receivable. .     13,985,550         --           --             --
Receivable from:
 John Hancock Variable
  Series Trust I. . . .        135,012      1,833           --         11,529
 Outside Trust. . . . .             --         --           --             --
                          ------------   --------   ----------    -----------
Total assets. . . . . .    110,078,825    417,950    3,573,616     13,898,679
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance Company            --         --           --             --
 Outside Trust. . . . .             --         --           --             --
Asset charges payable .          2,423          7           57            226
                          ------------   --------   ----------    -----------
Total liabilities . . .          2,423          7           57            226
                          ------------   --------   ----------    -----------
Net assets. . . . . . .   $110,076,402   $417,943   $3,573,559    $13,898,453
                          ============   ========   ==========    ===========




See accompanying notes.

                                      125



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                           JUNE 30, 2001 (UNAUDITED)




                                                                    BRANDES
                            EQUITY       GLOBAL    TURNER 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. . .   $49,928,361  $1,141,668         --              --
Investments in shares of
 portfolios of Outside
 Trust, at value. . . .            --          --   $424,756      $1,329,585
Policy loans and accrued
 interest receivable. .            --          --         --              --
Receivable from:
 John Hancock Variable
  Series Trust I. . . .        30,374          --         --              --
 Outside Trust. . . . .            --          --         --              --
                          -----------  ----------   --------      ----------
Total assets. . . . . .    49,958,735   1,141,668    424,756       1,329,585
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance Company           --          --         --              --
 Outside Trust. . . . .            --          --         --              --
Asset charges payable .           822          19          7              21
                          -----------  ----------   --------      ----------
Total liabilities . . .           822          19          7              21
                          -----------  ----------   --------      ----------
Net assets. . . . . . .   $49,957,913  $1,141,649   $424,749      $1,329,564
                          ===========  ==========   ========      ==========







                          FRONTIER
                          CAPITAL        EMERGING                   SMALL/MID
                        APPRECIATION  MARKETS EQUITY   BOND INDEX    CAP CORE
                         SUBACCOUNT     SUBACCOUNT     SUBACCOUNT   SUBACCOUNT
                        ------------  ---------------  ----------  ------------
                                                       
ASSETS:
Cash. . . . . . . . .           --             --             --           --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .           --       $888,879       $565,065     $309,876
Investments in shares
 of portfolios of
 Outside Trust, at
 value. . . . . . . .     $563,369             --             --           --
Policy loans and
 accrued interest
 receivable . . . . .           --             --             --           --
Receivable from:
 John Hancock Variable
  Series Trust I. . .           --             --          2,568          133
 Outside Trust. . . .           --             --             --           --
                          --------       --------       --------     --------
Total assets. . . . .      563,369        888,879        567,633      310,009
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .           --             --             --           --
 Outside Trust. . . .           --             --             --           --
Asset charges payable            9             14              9            5
                          --------       --------       --------     --------
Total liabilities . .            9             14              9            5
                          --------       --------       --------     --------
Net assets. . . . . .     $563,360       $888,865       $567,624     $310,004
                          ========       ========       ========     ========




See accompanying notes.

                                      126



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                           JUNE 30, 2001 (UNAUDITED)




                                HIGH      CLIFTON     LARGE CAP
                               YIELD      ENHANCED   AGGRESSIVE    FUNDAMENTAL
                                BOND     US EQUITY     GROWTH        GROWTH
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                             ----------  ----------  -----------  -------------
                                                      
ASSETS:
Cash . . . . . . . . . . .          --         --          --             --
Investments in shares of
 portfolios of John Hancock
 Variable Series Trust I,
 at value. . . . . . . . .    $683,914         --      $1,627        $10,346
Investments in shares of
 portfolios of Outside
 Trust, at value . . . . .          --    $26,453          --             --
Policy loans and accrued
 interest receivable . . .          --         --          --             --
Receivable from:
 John Hancock Variable
  Series Trust I . . . . .       5,076         --          --             --
 Outside Trust . . . . . .          --         --          --             --
                              --------    -------      ------        -------
Total assets . . . . . . .     688,990     26,453       1,627         10,346
LIABILITIES:
Payable to:
 John Hancock Variable Life
  Insurance
  Company. . . . . . . . .          --         --          --             --
 Outside Trust . . . . . .          --         --          --             --
Asset charges payable. . .          11         --          --             --
                              --------    -------      ------        -------
Total liabilities. . . . .          11         --          --             --
                              --------    -------      ------        -------
Net assets . . . . . . . .    $688,979    $26,453      $1,627        $10,346
                              ========    =======      ======        =======







                                                                    JANUS ASPEN
                         AIM V.I.   FIDELITY VIP  FIDELITY VIP II     GLOBAL
                          VALUE        GROWTH       CONTRAFUND      TECHNOLOGY
                        SUBACCOUNT   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
 Outside Trust, at
 value. . . . . . . .    $14,936       $4,179         $15,828         $2,722
Policy loans and
 accrued interest
 receivable . . . . .         --           --              --             --
Receivable from:
 John Hancock Variable
  Series Trust I. . .         --           --              --             --
 Outside Trust. . . .         --           --              --             --
                         -------       ------         -------         ------
Total assets. . . . .     14,936        4,179          15,828          2,722
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .         --           --              --             --
 Outside Trust. . . .         --           --              --             --
Asset charges payable         --           --              --             --
                         -------       ------         -------         ------
Total liabilities . .         --           --              --             --
                         -------       ------         -------         ------
Net assets. . . . . .    $14,936       $4,179         $15,828         $2,722
                         =======       ======         =======         ======




See accompanying notes.

                                      127



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                           JUNE 30, 2001 (UNAUDITED)




                        JANUS ASPEN     MFS NEW
                         WORLDWIDE    DISCOVERY      ACTIVE    LARGE/MID CAP   SMALL CAP
                           GROWTH       SERIES      BOND II        VALUE         VALUE
                         SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
                        ------------  -----------  ----------  -------------  ------------
                                                               
ASSETS:
Cash. . . . . . . . .          --            --          --           --             --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .          --            --      $1,503       $1,428         $1,479
Investments in shares
 of portfolios of
 Outside Trust, at
 value. . . . . . . .      $3,943      $105,657          --           --             --
Policy loans and
 accrued interest
 receivable . . . . .          --            --          --           --             --
Receivable from:
 John Hancock Variable
  Series Trust I. . .          --            --           7            1              1
 Outside Trust. . . .          --            --          --           --             --
                           ------      --------      ------       ------         ------
Total assets. . . . .       3,943       105,657       1,510        1,429          1,480
LIABILITIES:
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .          --            --          --           --             --
 Outside Trust. . . .          --            --          --           --             --
Asset charges payable          --             2          --           --             --
                           ------      --------      ------       ------         ------
Total liabilities . .          --             2          --           --             --
                           ------      --------      ------       ------         ------
Net assets. . . . . .      $3,943      $105,655      $1,510       $1,429         $1,480
                           ======      ========      ======       ======         ======




See accompanying notes.

                                      128



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                                      LARGE CAP GROWTH SUBACCOUNT                 ACTIVE BOND SUBACCOUNT
                                                 ---------------------------------------  --------------------------------------
                                                    2001           2000          1999        2001         2000           1999
                                                 ------------  -------------  ----------  -----------  ------------  --------------
                                                                                                   
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I. . . . .   $        --   $  6,351,461   $6,381,711  $2,788,255   $ 5,048,654    $ 5,184,234
 Outside Trust . . . . . . . . . . . . . . . .            --             --           --          --            --             --
 Interest income on policy loans . . . . . . .       112,840        223,081      161,454     407,207       769,530        750,673
                                                 -----------   ------------   ----------  ----------   -----------    -----------
Total investment income. . . . . . . . . . . .       112,840      6,574,542    6,543,165   3,195,462     5,818,184      5,934,907
Expenses:
 Mortality and expense risks . . . . . . . . .       119,661        286,716      213,770     237,128       485,231        452,925
                                                 -----------   ------------   ----------  ----------   -----------    -----------
Net investment income (loss) . . . . . . . . .        (6,821)     6,287,826    6,329,395   2,958,334     5,332,953      5,481,982
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses) . . . . . . . . .          (685)     1,809,410    1,146,308    (223,871)   (1,058,175)      (388,883)
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . .    (5,181,039)   (17,039,660)     320,087     595,397     3,862,398     (5,439,148)
                                                 -----------   ------------   ----------  ----------   -----------    -----------
Net realized and unrealized gain (loss) on
 investments . . . . . . . . . . . . . . . . .    (5,181,724)   (15,230,250)   1,466,395     371,526     2,804,223     (5,828,031)
                                                 -----------   ------------   ----------  ----------   -----------    -----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .   $(5,188,545)  $ (8,942,424)  $7,795,790  $3,329,860   $ 8,137,176    $  (346,049)
                                                 ===========   ============   ==========  ==========   ===========    ===========







                        INTERNATIONAL EQUITY INDEX SUBACCOUNT        SMALL CAP GROWTH SUBACCOUNT
                        --------------------------------------   ------------------------------------
                           2001          2000          1999        2001         2000           1999
                        -----------  -------------  -----------  ----------  ------------  ------------
                                                                         
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $  72,918    $   334,135    $  212,869   $      --   $   621,346    $  543,433
 Outside Trust. . . .          --             --            --          --            --            --
 Interest income on
  policy loans. . . .      15,756         29,828        20,538          --            --            --
                        ---------    -----------    ----------   ---------   -----------    ----------
Total investment
 income . . . . . . .      88,674        363,963       233,407          --       621,346       543,433
Expenses:
 Mortality and expense
  risks . . . . . . .      18,857         41,808        32,838      14,486        39,379        15,809
                        ---------    -----------    ----------   ---------   -----------    ----------
Net investment income
 (loss) . . . . . . .      69,817        322,155       200,569     (14,486)      581,967       527,624
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     (62,283)        76,586        62,140     174,598       159,388        48,210
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (768,510)    (1,706,468)    1,295,768    (555,330)   (2,654,137)    1,125,829
                        ---------    -----------    ----------   ---------   -----------    ----------
Net realized and
 unrealized gain
 (loss)
 on investments . . .    (830,793)    (1,629,882)    1,357,908    (380,732)   (2,494,749)    1,174,039
                        ---------    -----------    ----------   ---------   -----------    ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ 760,976    $(1,307,727)   $1,558,477   $(395,218)  $(1,912,782)   $1,701,663
                        =========    ===========    ==========   =========   ===========    ==========




See accompanying notes.

                                      129



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                          GLOBAL BALANCED SUBACCOUNT           MID CAP GROWTH SUBACCOUNT
                        ------------------------------   ---------------------------------------
                          2001       2000       1999        2001           2000           1999
                        ---------  ----------  --------  ------------  -------------  ------------
                                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $  1,421   $   8,232   $17,211   $        --   $  2,284,720    $1,373,009
 Outside Trust. . . .         --          --        --            --             --            --
 Interest income on
  policy loans. . . .         --          --        --            --             --            --
                        --------   ---------   -------   -----------   ------------    ----------
Total investment
 income . . . . . . .      1,421       8,232    17,211            --      2,284,720     1,373,009
Expenses:
 Mortality and expense
  risks . . . . . . .        557       1,034     1,267        42,534        101,903        34,834
                        --------   ---------   -------   -----------   ------------    ----------
Net investment income
 (loss) . . . . . . .        864       7,198    15,944       (42,534)     2,182,817     1,338,175
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     (3,847)     (3,641)    1,061      (699,412)     1,892,763       420,826
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (5,109)    (21,945)   (8,559)   (3,252,750)   (11,690,290)    4,283,452
                        --------   ---------   -------   -----------   ------------    ----------
Net realized and
 unrealized gain
 (loss) on investments    (8,956)    (25,586)   (7,498)   (3,952,162)    (9,797,527)    4,704,278
                        --------   ---------   -------   -----------   ------------    ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(8,092)   $(18,388)   $ 8,446   $(3,994,696)  $ (7,614,710)   $6,042,453
                        ========   =========   =======   ===========   ============    ==========







                           LARGE CAP VALUE SUBACCOUNT          MONEY MARKET SUBACCOUNT
                        --------------------------------   --------------------------------
                          2001       2000        1999        2001       2000         1999
                        --------  -----------  ----------  --------  ----------  ------------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $132,911  $  759,319   $ 511,132   $523,982  $1,260,525   $1,134,371
 Outside Trust. . . .         --          --          --         --          --           --
 Interest income on
  policy loans. . . .         --          --          --     83,617     162,299      155,491
                        --------  ----------   ---------   --------  ----------   ----------
Total investment
 income . . . . . . .    132,911     759,319     511,132    607,599   1,422,824    1,289,862
Expenses:
 Mortality and expense
  risks . . . . . . .     48,882      65,992      36,983     66,132     132,261      146,758
                        --------  ----------   ---------   --------  ----------   ----------
Net investment income
 (loss) . . . . . . .     84,029     693,327     474,149    541,467   1,290,563    1,143,104
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     15,762     (47,306)    123,242         --          --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period .    313,136     854,807    (499,454)        --          --           --
                        --------  ----------   ---------   --------  ----------   ----------
Net realized and
 unrealized gain
 (loss) on investments   328,898     807,501    (376,212)        --          --           --
                        --------  ----------   ---------   --------  ----------   ----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $412,927  $1,500,828   $  97,937   $541,467  $1,290,563   $1,143,104
                        ========  ==========   =========   ========  ==========   ==========




See accompanying notes.

                                      130



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                         LARGE / MID CAP VALUE II SUBACCOUNT    SMALL/MID CAP GROWTH SUBACCOUNT
                        ------------------------------------    --------------------------------
                           2001         2000          1999        2001       2000         1999
                        -----------  ------------  -----------  ---------  ----------  ------------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $  21,188    $  861,684    $  30,563    $     --   $ 603,438    $ 840,786
 Outside Trust. . . .          --            --           --          --          --           --
 Interest income on
  policy loans. . . .          --            --           --          --          --           --
                        ---------    ----------    ---------    --------   ---------    ---------
Total investment
 income (loss). . . .      21,188       861,684       30,563          --     603,438      840,786
Expenses:
 Mortality and expense
  risks . . . . . . .      13,762        36,705       28,106      17,223      32,879       30,491
                        ---------    ----------    ---------    --------   ---------    ---------
Net investment income       7,426       824,979        2,457     (17,223)    570,559      810,295
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     411,885       (47,013)    (547,518)    (27,258)   (136,669)      16,952
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (630,849)      853,987      657,486     132,661      (2,663)    (590,295)
                        ---------    ----------    ---------    --------   ---------    ---------
Net realized and
 unrealized gain
 (loss) on investments   (218,964)      806,974      109,968     105,403    (139,332)    (573,343)
                        ---------    ----------    ---------    --------   ---------    ---------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(211,538)   $1,631,953    $ 112,425    $ 88,180   $ 431,227    $ 236,952
                        =========    ==========    =========    ========   =========    =========







                                                     REAL ESTATE EQUITY SUBACCOUNT             GROWTH & INCOME SUBACCOUNT
                                                   ----------------------------------   -----------------------------------------
                                                     2001         2000        1999          2001           2000           1999
                                                   ----------  -----------  ----------  -------------  -------------  -------------
                                                                                                    
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I. . . . . .   $  81,897   $  471,363   $ 262,930   $    354,937   $ 43,732,520    $35,057,066
 Outside Trust . . . . . . . . . . . . . . . . .          --           --          --             --             --             --
 Interest income on policy loans . . . . . . . .      14,245       21,486      17,361      1,214,903      2,428,588      2,279,107
                                                   ---------   ----------   ---------   ------------   ------------    -----------
Total investment income (loss) . . . . . . . . .      96,142      492,849     280,291      1,569,840     46,161,108     37,336,173
Expenses:
 Mortality and expense risks . . . . . . . . . .      16,303       27,585      24,900        550,147      1,733,223      1,779,482
                                                   ---------   ----------   ---------   ------------   ------------    -----------
Net investment income. . . . . . . . . . . . . .      79,839      465,264     255,391      1,019,693     44,427,885     35,556,691
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses) . . . . . . . . . .    (109,403)    (159,205)   (168,994)       373,787     18,300,286      5,502,422
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . . .     308,628      919,904    (220,380)   (21,835,984)   (96,829,044)     2,405,417
                                                   ---------   ----------   ---------   ------------   ------------    -----------
Net realized and unrealized gain (loss) on
 investments . . . . . . . . . . . . . . . . . .     199,225      760,699    (389,374)   (21,462,197)   (78,528,758)     7,907,839
                                                   ---------   ----------   ---------   ------------   ------------    -----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . . .   $ 279,064   $1,225,963   $(133,983)  $(20,442,504)  $(34,100,873)   $43,464,530
                                                   =========   ==========   =========   ============   ============    ===========




See accompanying notes.

                                      131



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                   MANAGED SUBACCOUNT               SHORT-TERM BOND SUBACCOUNT
                        ----------------------------------------   -----------------------------
                           2001           2000          1999         2001      2000        1999
                        ------------  -------------  ------------  ---------  --------  -----------
                                                                      
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $ 1,058,942   $ 11,757,304   $ 9,998,433   $ 11,399   $17,131    $ 15,539
 Outside Trust. . . .            --             --            --         --        --          --
 Interest income on
  policy loans. . . .       515,908             --       953,686         --        --          --
                        -----------   ------------   -----------   --------   -------    --------
Total investment
 income . . . . . . .     1,574,850     11,757,304    10,952,119     11,399    17,131      15,539
Expenses:
 Mortality and expense
  risks . . . . . . .       312,322        664,664       649,802      1,165     1,637       1,497
                        -----------   ------------   -----------   --------   -------    --------
Net investment income
 (loss) . . . . . . .     1,262,528     11,092,640    10,302,317     10,234    15,494      14,042
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .        86,587      1,551,519       996,546       (281)   (2,287)     (8,638)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (2,793,523)   (12,278,637)   (2,108,530)     4,914     6,756      (2,442)
                        -----------   ------------   -----------   --------   -------    --------
Net realized and
 unrealized gain
 (loss) on investments   (2,706,936)   (10,727,118)   (1,111,984)     4,633     4,469     (11,080)
                        -----------   ------------   -----------   --------   -------    --------
Net increase
 (decrease) in net
 assets resulting
 from operations. . .   $(1,444,408)  $    365,522   $ 9,190,333   $14,8670   $19,963    $  2,962
                        ===========   ============   ===========   ========   =======    ========







                           SMALL CAP EQUITY SUBACCOUNT      INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                        ---------------------------------   ---------------------------------------
                          2001        2000        1999          2001           2000          1999
                        ----------  ----------  ----------  -------------  -------------  -----------
                                                                        
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $      --   $ 321,253   $  79,585   $    82,672    $   617,754     $241,151
 Outside Trust. . . .          --          --          --            --             --           --
 Interest income on
  policy loans. . . .          --          --          --            --             --           --
                        ---------   ---------   ---------   -----------    -----------     --------
Total investment
 income . . . . . . .          --     321,253      79,585        82,672        617,754      241,151
Expenses:
 Mortality and expense
  risks . . . . . . .      10,270      23,745      17,680        34,765         53,038       17,937
                        ---------   ---------   ---------   -----------    -----------     --------
Net investment
 income (loss). . . .     (10,270)    297,508      61,905        47,907        564,716      223,214
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (392,158)   (110,857)    (33,134)      (72,328)       348,813      155,412
 Net unrealized
  appreciation
  (depreciation)
  during the period .     577,065    (668,463)   (148,401)   (1,949,085)    (2,497,504)     387,412
                        ---------   ---------   ---------   -----------    -----------     --------
Net realized and
 unrealized gain
 (loss) on investments    184,907    (779,320)   (181,535)   (2,021,413)    (2,148,691)     542,824
                        ---------   ---------   ---------   -----------    -----------     --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ 174,637   $(481,812)  $(119,630)  $(1,973,506)   $(1,583,975)    $766,038
                        =========   =========   =========   ===========    ===========     ========




See accompanying notes.

                                      132



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                               EQUITY INDEX SUBACCOUNT              GLOBAL BOND  SUBACCOUNT
                        --------------------------------------  ------------------------------
                           2001          2000          1999       2001       2000        1999
                        ------------  ------------  ----------  ---------  ---------  ------------
                                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $   279,855   $ 2,327,055   $  593,325  $    ---   $ 63,032    $ 37,862
 Outside Trust. . . .            --            --           --        --         --          --
 Interest income on
  policy loans. . . .            --            --           --        --         --          --
                        -----------   -----------   ----------  --------   --------    --------
Total investment
 income . . . . . . .       279,855     2,327,055      593,325        --     63,032      37,862
Expenses:
 Mortality and expense
  risks . . . . . . .       144,592       185,175       63,950     3,331      5,624       4,084
                        -----------   -----------   ----------  --------   --------    --------
Net investment income
 (loss) . . . . . . .       135,263     2,141,880      529,375    (3,331)    57,408      33,778
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .        49,119       485,643      271,978    (2,979)   (14,302)       (151 )
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (3,855,910)   (8,035,375)   1,282,937   (51,115)    63,359     (52,953 )
                        -----------   -----------   ----------  --------   --------    --------
Net realized and
 unrealized gain
 (loss) on investments   (3,806,791)   (7,549,732)   1,554,915   (54,094)    49,057     (53,104 )
                        -----------   -----------   ----------  --------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(3,671,528)  $(5,407,852)  $2,084,290  $(57,425)  $106,465    $(19,326)
                        ===========   ===========   ==========  ========   ========    ========







                                                         BRANDES INTERNATIONAL EQUITY
                        TURNER CORE GROWTH SUBACCOUNT             SUBACCOUNT
                        ------------------------------  -------------------------------
                          2001       2000       1999      2001        2000        1999
                        ---------  ----------  -------  ----------  ---------  ----------
                                                             
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .         --          --        --         --         --          --
 Outside Trust. . . .   $     80   $  52,832   $19,328  $   3,215   $ 92,935      16,354
 Interest income on
  policy loans. . . .         --          --        --         --         --          --
                        --------   ---------   -------  ---------   --------    --------
Total investment
 income . . . . . . .         80      52,832    19,328      3,215     92,935      16,354
Expenses:
 Mortality and expense
  risks . . . . . . .      1,209       2,215     1,139      3,649      4,973       2,166
                        --------   ---------   -------  ---------   --------    --------
Net investment income
 (loss) . . . . . . .     (1,129)     50,617    18,189       (434)    87,962      14,188
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .         10      20,969    26,736     24,535     13,902      11,526
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (66,428)   (120,040)   23,628   (119,435)   (35,201)    122,734
                        --------   ---------   -------  ---------   --------    --------
Net realized and
 unrealized gain
 (loss) on investments   (66,418)    (99,071)   50,364    (94,900)   (21,299)    134,260
                        --------   ---------   -------  ---------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $(67,547)  $ (48,454)  $68,553  $ (95,334)  $ 66,663    $148,448
                        ========   =========   =======  =========   ========    ========




See accompanying notes.

                                      133



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                        FRONTIER CAPITAL APPRECIATION        EMERGING MARKETS EQUITY
                                  SUBACCOUNT                       SUBACCOUNT
                        ------------------------------   --------------------------------
                         2001       2000        1999       2001        2000         1999
                        --------  ----------  ---------  ----------  ----------  ----------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .        --          --         --   $      --   $  63,791    $ 15,636
 Outside Trust. . . .   $ 4,602   $ 133,836   $ 13,028          --          --          --
 Interest income on
  policy loans. . . .        --          --         --          --          --          --
                        -------   ---------   --------   ---------   ---------    --------
Total investment
 income . . . . . . .     4,602     133,836     13,028          --      63,791      15,636
Expenses:
 Mortality and expense
  risks . . . . . . .     1,769       3,700      4,257       2,558       5,200         466
                        -------   ---------   --------   ---------   ---------    --------
Net investment income
 (loss) . . . . . . .     2,833     130,136      8,771      (2,558)     58,591      15,170
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    21,468      68,311    (59,550)   (278,791)     19,902       1,838
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (3,328)   (175,994)    89,369     234,286    (571,486)     92,713
                        -------   ---------   --------   ---------   ---------    --------
Net realized and
 unrealized gain
 (loss) on investments   18,140    (107,683)    29,819     (44,505)   (551,584)     94,551
                        -------   ---------   --------   ---------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $20,973   $  22,453   $ 38,590   $ (47,063)  $(492,993)   $109,721
                        =======   =========   ========   =========   =========    ========







                                BOND INDEX                SMALL/MID CAP CORE
                                SUBACCOUNT                    SUBACCOUNT
                        ---------------------------       ----------
                         2001      2000      1999      2001       2000       1999
                        --------  --------  --------  --------  ---------  ---------
                                                         
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $11,079   $ 7,273   $ 2,971   $ 1,284   $ 22,843    $ 6,699
 Outside Trust. . . .        --        --        --        --         --         --
 Interest income on
  policy loans. . . .        --        --        --        --         --         --
                        -------   -------   -------   -------   --------    -------
Total investment
 income . . . . . . .    11,079     7,273     2,971     1,284     22,843      6,699
Expenses:
 Mortality and expense
  risks . . . . . . .     1,044       561       270     1,510      1,051        335
                        -------   -------   -------   -------   --------    -------
Net investment income
 (loss) . . . . . . .    10,035     6,712     2,701      (226)    21,792      6,364
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     1,715      (607)   (1,613)     (441)     1,505      1,093
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (3,050)    6,100    (1,753)   13,425    (13,928)     4,719
                        -------   -------   -------   -------   --------    -------
Net realized and
 unrealized gain
 (loss) on investments   (1,335)    5,493    (3,366)   12,984    (12,423)     5,812
                        -------   -------   -------   -------   --------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ 8,700   $12,205   $  (665)  $12,758   $  9,369    $12,176
                        =======   =======   =======   =======   ========    =======




See accompanying notes.

                                      134



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                               HIGH YIELD BOND              CLIFTON ENHANCED US
                                  SUBACCOUNT                 EQUITY SUBACCOUNT
                        ------------------------------   --------------------------
                          2001       2000       1999      2001      2000      1999*
                        ---------  ----------  --------  --------  --------  --------
                                                           
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .   $ 25,809   $  84,101   $ 3,011        --   $    --    $   --
 Outside Trust. . . .         --          --        --   $    42     3,328     1,435
 Interest income on
  policy loans. . . .         --          --        --        --        --        --
                        --------   ---------   -------   -------   -------    ------
Total investment
 income . . . . . . .     25,809      84,101     3,011        42     3,328     1,435
Expenses:
 Mortality and expense
  risks . . . . . . .      1,921       5,409       220        73       138        61
                        --------   ---------   -------   -------   -------    ------
Net investment income
 (loss) . . . . . . .     23,888      78,692     2,791       (31)    3,190     1,374
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (loss). . . . . . .    (91,393)    (12,114)     (396)     (323)      302        11
 Net unrealized
  appreciation
  (depreciation)
  during the period .    149,354    (188,735)   (1,172)     (921)   (5,562)    1,285
                        --------   ---------   -------   -------   -------    ------
Net realized and
 unrealized gain
 (loss) on investments    57,961    (200,849)   (1,568)   (1,244)   (5,260)    1,296
                        --------   ---------   -------   -------   -------    ------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .   $ 81,849   $(122,157)  $ 1,223   $(1,275)  $(2,070)   $2,670
                        ========   =========   =======   =======   =======    ======







                            LARGE CAP
                        AGGRESSIVE GROWTH   FUNDAMENTAL GROWTH    AIM V.I. VALUE
                           SUBACCOUNT           SUBACCOUNT          SUBACCOUNT
                        ------------------  -------------------   --------
                         2001      2000**     2001      2000*     2001      2000*
                        --------  --------  ---------  ---------  ------  ----------
                                                        
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .    $  --     $  36    $    --    $ 1,361    $  --         --
 Outside Trust. . . .       --        --         --         --       --    $   241
 Interest income on
  policy loans. . . .       --        --         --         --       --         --
                         -----     -----    -------    -------    -----    -------
Total investment
 income . . . . . . .       --        36         --      1,361       --        241
Expenses:
 Mortality and expense
  risks . . . . . . .        5         6         34         10       22         11
                         -----     -----    -------    -------    -----    -------
Net investment income
 (loss) . . . . . . .       (5)       30        (34)     1,351      (22)       230
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (loss). . . . . . .      (28)       (8)      (145)       (10)     (60)       (11)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (217)     (616)    (2,657)    (1,226)    (713)    (1,068)
                         -----     -----    -------    -------    -----    -------
Net realized and
 unrealized (loss) on
 investments. . . . .     (245)     (624)    (2,802)    (1,236)    (773)    (1,079)
                         -----     -----    -------    -------    -----    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .    $(250)    $(594)   $(2,836)   $   115    $(795)   $  (849)
                         =====     =====    ======     =======    =====    =======





 -------------------------
  * From May 1, 1999 (commencement of operations).
  ** From April 24, 2000 (commencement of operations).

See accompanying notes.

                                      135



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                              FIDELITY VIP II
                        FIDELITY VIP GROWTH     CONTRAFUND       JANUS ASPEN GLOBAL
                            SUBACCOUNT          SUBACCOUNT      TECHNOLOGY SUBACCOUNT
                        --------------------  ----------------  ----------------------
                          2001      2000**     2001     2000**    2001        2000***
                        ---------  ---------  --------  ------  ---------  -------------
                                                         
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .       --      $  --          --   $  --       --            --
 Outside Trust. . . .    $ 272         --     $   205      --    $  17       $    24
 Interest income on
  policy loans. . . .       --         --          --      --       --            --
                         -----      -----     -------   -----    -----       -------
Total investment
 income . . . . . . .      272         --         205      --       17            24
Expenses:
 Mortality and expense
  risks . . . . . . .       12         12          24       6       10             8
                         -----      -----     -------   -----    -----       -------
Net investment income
 (loss) . . . . . . .      260        (12)        181      (6)       7            16
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized losses.      (75)        (4)        (66)     (7)     (48)          (99)
 Net unrealized
  (depreciation)
  during the period .     (617)      (366)     (1,129)   (525)    (935)       (1,649)
                         -----      -----     -------   -----    -----       -------
Net realized and
 unrealized (loss) on
 investments. . . . .     (692)      (370)     (1,195)   (532)    (983)       (1,748)
                         -----      -----     -------   -----    -----       -------
Net (decrease) in net
 assets resulting from
 operations . . . . .    $(432)     $(382)    $(1,014)  $(538)   $(976)      $(1,732)
                         =====      =====     =======   =====    =====       =======







                         JANUS ASPEN        MFS NEW
                          WORLDWIDE        DISCOVERY
                            GROWTH           SERIES       ACTIVE BOND II  LARGE/MID   SMALL CAP
                          SUBACCOUNT       SUBACCOUNT       SUBACCOUNT    CAP VALUE     VALUE
                        ---------------  ---------------  --------------  ---------  -----------
                        2001    2000***   2001    2000**     2001****     2001****    2001****
                        ------  -------  -------  ------  --------------  ---------  -----------
                                                                
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I. . .      --      --        --     --        $ 41           $ 1         $ 1
 Outside Trust. . . .   $   7   $   1    $3,282     --          --            --          --
 Interest income on
  policy loans. . . .      --      --        --     --          --            --          --
                        -----   -----    ------   ----        ----           ---         ---
Total investment
 income . . . . . . .       7       1     3,282     --          41             1           1
Expenses:
 Mortality and expense
  risks . . . . . . .      13       8       143   $ 19           4            --          --
                        -----   -----    ------   ----        ----           ---         ---
Net investment income      (6)     (7)    3,139    (19)         37             1           1
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized losses.     (24)    (71)     (366)    (7)         --            --          --
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (615)   (717)    1,020    197         (10)            1          52
                        -----   -----    ------   ----        ----           ---         ---
Net realized and
 unrealized gain
 (loss)
 on investments . . .    (639)   (788)      654    190         (10)            1          52
                        -----   -----    ------   ----        ----           ---         ---
Net increase and
 (decrease) in net
 assets resulting from
 operations . . . . .   $(645)  $(795)   $3,793   $171        $ 27           $ 2         $53
                        =====   =====    ======   ====        ====           ===         ===





 -------------------------
  ** From April 24, 2000 (commencement of operations).
  *** From June 29, 2000 (commencement of operations).
  **** Activity from January 1, 2001.  From December 15, 2000 (commencement of
   operations) to December 31, 2000 there was no activity.

See accompanying notes.



                                      136



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                                  LARGE CAP GROWTH SUBACCOUNT                   ACTIVE BOND SUBACCOUNT
                                            ----------------------------------------   -----------------------------------------
                                               2001           2000          1999           2001           2000           1999
                                            ------------  -------------  ------------  -------------  -------------  --------------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) . . . . . .   $    (6,821)  $  6,287,826   $ 6,329,395   $  2,958,334   $  5,332,953    $ 5,481,982
 Net realized gains (losses). . . . . . .          (685)     1,809,410     1,146,308       (223,871)    (1,058,175)      (388,883)
 Net unrealized appreciation
  (depreciation) during the period. . . .    (5,181,039)   (17,039,660)      320,087        595,397      3,862,398     (5,439,148)
                                            -----------   ------------   -----------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . .    (5,181,545)    (8,942,424)    7,795,790      3,329,860      8,137,176       (346,049)
From policyholder transactions:
 Net premiums from policyholders. . . . .     8,055,536     16,225,070    10,950,682      6,842,850     26,218,788     11,668,600
 Net benefits to policyholders. . . . . .    (3,526,577)    (8,421,666)   (5,776,293)    (4,313,309)   (17,903,281)    (7,543,864)
 Net increase in policy loans . . . . . .      (113,830)       407,961            --        187,109        620,295             --
                                            -----------   ------------   -----------   ------------   ------------    -----------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . .     4,415,129      8,211,365     5,174,389      2,716,650      8,935,802      4,124,736
                                            -----------   ------------   -----------   ------------   ------------    -----------
Net increase (decrease) in net assets . .      (773,416)      (731,059)   12,970,179      6,046,510     17,072,978      3,778,687
Net assets at beginning of period . . . .    43,297,378     44,028,437    31,058,258     97,962,560     80,889,582     77,110,895
                                            -----------   ------------   -----------   ------------   ------------    -----------
Net assets at end of period . . . . . . .   $42,523,962   $ 43,297,378   $44,028,437   $104,009,070   $ 97,962,560    $80,889,582
                                            ===========   ============   ===========   ============   ============    ===========







                                                 INTERNATIONAL EQUITY INDEX SUBACCOUNT         SMALL CAP GROWTH SUBACCOUNT
                                                 --------------------------------------   --------------------------------------
                                                    2001         2000          1999          2001          2000           1999
                                                 -----------  ------------  ------------  ------------  ------------  -------------
                                                                                                    
Increase (decrease) in net assets from
 operations:
 Net investment income (loss). . . . . . . . .   $   69,817   $   322,155   $   200,569   $   (14,486)  $   581,967    $  527,624
 Net realized gains (losses) . . . . . . . . .      (62,283)       76,586        62,140       174,598       159,388        48,210
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . .     (768,510)   (1,706,468)    1,295,768      (555,330)   (2,654,137)    1,125,829
                                                 ----------   -----------   -----------   -----------   -----------    ----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .     (760,976)   (1,307,727)    1,558,477      (395,218)   (1,912,782)    1,701,663
From policyholder transactions:
 Net premiums from policyholders . . . . . . .      886,142     2,208,529     1,634,643     1,254,609     4,738,730     1,398,160
 Net benefits to policyholders . . . . . . . .     (732,131)   (1,307,479)   (1,119,500)   (1,985,981)     (956,063)     (390,180)
 Net increase in policy loans. . . . . . . . .       (5,222)      110,023            --            --            --            --
                                                 ----------   -----------   -----------   -----------   -----------    ----------
Net increase (decrease) in net assets resulting
 from policyholder transactions. . . . . . . .      148,789     1,011,073       515,143      (731,372)    3,782,667     1,007,980
                                                 ----------   -----------   -----------   -----------   -----------    ----------
Net increase (decrease) in net assets. . . . .     (612,187)     (296,654)    2,073,620    (1,126,590)    1,869,885     2,709,643
Net assets at beginning of period. . . . . . .    6,884,339     7,180,994     5,107,374     6,381,819     4,511,934     1,802,291
                                                 ----------   -----------   -----------   -----------   -----------    ----------
Net assets at end of period. . . . . . . . . .   $6,272,152   $ 6,884,340   $ 7,180,994   $ 5,255,229   $ 6,381,819    $4,511,934
                                                 ==========   ===========   ===========   ===========   ===========    ==========




See accompanying notes.

                                      137



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                          GLOBAL BALANCED SUBACCOUNT             MID CAP GROWTH SUBACCOUNT
                        -------------------------------   ----------------------------------------
                          2001       2000       1999         2001           2000           1999
                        ---------  ---------  ----------  ------------  -------------  --------------
                                                                     
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $    864   $  7,198   $  15,944   $   (42,534)  $  2,182,817    $ 1,338,175
 Net realized gains
  (losses). . . . . .     (3,847)    (3,641)      1,061      (699,412)     1,892,763        420,826
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (5,109)   (21,945)     (8,559)   (3,252,750)   (11,690,290)     4,283,452
                        --------   --------   ---------   -----------   ------------    -----------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     (8,092)   (18,388)      8,446    (3,994,696)    (7,614,710)     6,042,453
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     49,218     75,380     115,573     6,784,078     13,112,643      7,041,199
 Net benefits to
  policyholders . . .    (19,426)   (83,639)   (133,983)   (1,250,432)    (4,430,561)      (947,660)
 Net increase
  (decrease) in policy
  loans . . . . . . .         --         --          --            --             --             --
                        --------   --------   ---------   -----------   ------------    -----------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .     29,792     (8,259)    (18,410)    5,533,646      8,682,082      6,093,539
                        --------   --------   ---------   -----------   ------------    -----------
Net increase
 (decrease) in net
 assets . . . . . . .     21,700    (26,647)     (9,964)    1,538,950      1,067,372     12,135,992
Net assets at
 beginning of period.    173,721    200,368     210,332    14,676,946     13,609,574      1,473,582
                        --------   --------   ---------   -----------   ------------    -----------
Net assets at end of
 period . . . . . . .   $195,421   $173,721   $ 200,368   $16,215,896   $ 14,676,946    $13,609,574
                        ========   ========   =========   ===========   ============    ===========







                                                   LARGE CAP VALUE SUBACCOUNT                   MONEY MARKET SUBACCOUNT
                                             ---------------------------------------   -----------------------------------------
                                                2001          2000          1999          2001           2000            1999
                                             ------------  ------------  ------------  ------------  -------------  ---------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income . . . . . . . . . .   $    84,029   $   693,327   $   474,149   $   541,467   $  1,290,563    $  1,143,104
 Net realized gains (losses) . . . . . . .        15,762       (47,306)      123,242            --             --              --
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . .       313,136       854,807      (499,454)           --             --              --
                                             -----------   -----------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . .       412,927     1,500,828        97,937       541,467      1,290,563       1,143,104
From policyholder transactions:
 Net premiums from policyholders . . . . .     4,230,405     7,024,748     5,449,922     5,657,699     26,609,851      16,733,655
 Net benefits to policyholders . . . . . .      (581,377)   (1,798,175)   (1,059,147)   (8,786,607)   (22,265,301)    (46,642,184)
 Net increase (decrease) in policy loans .            --            --            --        11,407         77,509              --
                                             -----------   -----------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions.     3,649,028     5,226,573     4,390,775    (3,117,501)     4,422,059     (29,908,529)
                                             -----------   -----------   -----------   -----------   ------------    ------------
Net increase (decrease) in net assets. . .     4,061,955     6,727,401     4,488,712    (2,576,034)     5,712,622     (28,765,425)
Net assets at beginning of period. . . . .    14,990,188     8,262,787     3,774,075    26,215,728     20,503,106      49,268,531
                                             -----------   -----------   -----------   -----------   ------------    ------------
Net assets at end of period. . . . . . . .   $19,052,143   $14,990,188   $ 8,262,787   $23,639,694   $ 26,215,728    $ 20,503,106
                                             ===========   ===========   ===========   ===========   ============    ============




See accompanying notes.

                                      138



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                                  LARGE / MID CAP VALUE II  SUBACCOUNT       SMALL/ MID CAP GROWTH SUBACCOUNT
                                                 --------------------------------------   --------------------------------------
                                                    2001          2000         1999          2001         2000           1999
                                                 ------------  -----------  ------------  -----------  ------------  --------------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income (loss). . . . . . . . .   $     7,426   $  824,979   $     2,457   $  (17,223)  $   570,559    $   810,295
 Net realized gains (losses) . . . . . . . . .       411,885      (47,013)     (547,518)     (27,258)     (136,669)        16,952
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . .      (630,849)     853,987       657,486      132,661        (2,663)      (590,295)
                                                 -----------   ----------   -----------   ----------   -----------    -----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .      (211,538)   1,631,953       112,425       88,180       431,227        236,952
From policyholder transactions:
 Net premiums from policyholders . . . . . . .       804,747    2,895,543     2,086,192      707,790     1,474,342      1,533,102
 Net benefits to policyholders . . . . . . . .    (4,639,135)    (830,119)   (3,546,814)    (460,347)   (1,536,191)    (1,200,248)
 Net increase (decrease)  in policy loans. . .            --           --            --           --            --             --
                                                 -----------   ----------   -----------   ----------   -----------    -----------
Net increase (decrease) in net assets resulting
 from policyholder transactions. . . . . . . .    (3,834,388)   2,065,424    (1,460,622)     247,443       (61,849)       332,854
                                                 -----------   ----------   -----------   ----------   -----------    -----------
Net increase (decrease) in net assets. . . . .    (4,045,926)   3,697,377    (1,348,197)     335,623       369,378        569,806
Net assets at beginning of period. . . . . . .     8,399,009    4,701,632     6,049,829    5,855,422     5,486,044      4,916,238
                                                 -----------   ----------   -----------   ----------   -----------    -----------
Net assets at end of period. . . . . . . . . .   $ 4,353,083   $8,399,009   $ 4,701,632   $6,191,045   $ 5,855,422    $ 5,486,044
                                                 ===========   ==========   ===========   ==========   ===========    ===========







                                                 REAL ESTATE EQUITY SUBACCOUNT                GROWTH & INCOME SUBACCOUNT
                                             --------------------------------------   ------------------------------------------
                                                2001         2000          1999           2001           2000            1999
                                             -----------  ------------  ------------  -------------  -------------  ---------------
                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income . . . . . . . . . .   $   79,839   $   465,264   $   255,391   $  1,019,693   $ 44,427,885    $ 35,556,691
 Net realized gains (losses) . . . . . . .     (109,403)     (159,205)     (168,994)       373,787     18,300,286       5,502,422
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . .      308,628       919,904      (220,380)   (21,835,984)   (96,829,044)      2,405,417
                                             ----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . . .      279,064     1,225,963      (133,983)   (20,442,504)   (34,100,873)     43,464,530
From policyholder transactions:
 Net premiums from policyholders . . . . .      748,159     1,762,038       968,627     14,707,928     31,462,247      34,593,082
 Net benefits to policyholders . . . . . .     (909,088)   (1,130,179)   (2,335,552)   (12,903,030)   (71,685,409)    (34,650,911)
 Net increase (decrease)  in policy loans.       38,694       114,851            --     (1,017,235)     1,310,472              --
                                             ----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions.     (122,235)      746,710    (1,366,925)       787,663    (38,912,690)        (57,829)
                                             ----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets. . .      156,829     1,972,673    (1,500,908)   (19,654,841)   (73,013,563)     43,406,701
Net assets at beginning of period. . . . .    6,002,773     4,030,100     5,531,008    267,486,534    340,500,097     297,093,396
                                             ----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period. . . . . . . .   $6,159,602   $ 6,002,773   $ 4,030,100   $247,831,693   $267,486,534    $340,500,097
                                             ==========   ===========   ===========   ============   ============    ============




See accompanying notes.

                                      139



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                    MANAGED SUBACCOUNT                 SHORT-TERM BOND SUBACCOUNT
                        ------------------------------------------   -------------------------------
                            2001           2000           1999         2001       2000        1999
                        -------------  -------------  -------------  ---------  ---------  ------------
                                                                         
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $  1,262,528   $ 11,092,640   $ 10,302,317   $ 10,234   $ 15,494    $  14,042
 Net realized gains
  (losses). . . . . .         86,587      1,551,519        996,546       (281)    (2,287)      (8,638)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (2,793,523)   (12,278,637)    (2,108,530)     4,914      6,756       (2,442)
                        ------------   ------------   ------------   --------   --------    ---------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     (1,444,408)       365,522      9,190,333     14,867     19,963        2,962
From policyholder
 transactions:
 Net premiums from
  policyholders . . .      6,567,837     12,192,565     13,430,282     84,336    167,135      109,732
 Net benefits to
  policyholders . . .     (7,819,807)   (19,842,234)   (14,305,859)   (38,228)   (69,043)    (370,270)
 Net increase in
  policy loans. . . .        296,553        630,955             --         --         --           --
                        ------------   ------------   ------------   --------   --------    ---------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .       (955,417)    (7,018,714)      (875,577)    46,108     98,092     (260,538)
                        ------------   ------------   ------------   --------   --------    ---------
Net increase
 (decrease) in net
 assets . . . . . . .     (2,399,825)    (6,653,192)     8,314,756     60,975    118,055     (257,576)
Net assets at
 beginning of period.    112,476,227    119,129,419    110,814,663    356,968    238,913      496,489
                        ------------   ------------   ------------   --------   --------    ---------
Net assets at end of
 period . . . . . . .   $110,076,402   $112,476,227   $119,129,419   $417,943   $356,968    $ 238,913
                        ============   ============   ============   ========   ========    =========







                                                      SMALL CAP EQUITY SUBACCOUNT        INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                                                 -------------------------------------   ---------------------------------------
                                                    2001          2000         1999         2001          2000           1999
                                                 ------------  -----------  -----------  ------------  ------------  --------------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income . . . . . . . . . . . .   $   (10,270)  $  297,508   $   61,905   $    47,907   $   564,716    $   223,214
 Net realized gains (losses) . . . . . . . . .      (392,158)    (110,857)     (33,134)      (72,328)      348,813        155,412
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . .       577,065     (668,463)    (148,401)   (1,949,085)   (2,497,504)       387,412
                                                 -----------   ----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .       174,637     (481,812)    (119,630)   (1,973,506)   (1,583,975)       766,038
From policyholder transactions:
 Net premiums from policyholders . . . . . . .       954,747    1,608,648    1,483,922     5,459,814     9,284,275      2,354,681
 Net benefits to policyholders . . . . . . . .    (1,697,647)    (452,404)    (447,402)     (447,826)     (469,272)    (3,673,500)
 Net increase in policy loans. . . . . . . . .            --           --           --            --            --             --
                                                 -----------   ----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets resulting
 from policyholder transactions. . . . . . . .      (742,900)   1,156,242    1,036,520     5,011,988     8,815,003     (1,318,819)
                                                 -----------   ----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets. . . . .      (568,263)     674,430      916,890     3,038,482     7,231,028       (552,781)
Net assets at beginning of period. . . . . . .     4,141,822    3,467,392    2,550,502    10,859,971     3,628,943      4,181,724
                                                 -----------   ----------   ----------   -----------   -----------    -----------
Net assets at end of period. . . . . . . . . .   $ 3,573,559   $4,141,822   $3,467,392   $13,898,453   $10,859,971    $ 3,628,943
                                                 ===========   ==========   ==========   ===========   ===========    ===========




See accompanying notes.

                                      140



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                                           EQUITY INDEX SUBACCOUNT                 GLOBAL BOND SUBACCOUNT
                                                   ---------------------------------------   -----------------------------------
                                                      2001          2000          1999          2001         2000         1999
                                                   ------------  ------------  ------------  -----------  -----------  ------------
                                                                                                     
Increase (decrease) in net assets from
 operations:
 Net investment income (loss). . . . . . . . . .   $   135,263   $ 2,141,880   $   529,375   $   (3,331)  $   57,408    $  33,778
 Net realized gains (losses) . . . . . . . . . .        49,119       485,643       271,978       (2,979)     (14,302)        (151)
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . . .    (3,855,910)   (8,035,375)    1,282,937      (51,115)      63,359      (52,953)
                                                   -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . . .    (3,671,528)   (5,407,852)    2,084,290      (57,425)     106,465      (19,326)
From policyholder transactions:
 Net premiums from policyholders . . . . . . . .     6,663,859    43,728,519     6,697,385      158,845      396,099      696,619
 Net benefits to policyholders . . . . . . . . .    (3,131,134)   (2,630,030)   (1,623,429)     (99,632)    (192,421)    (317,999)
 Net increase in policy loans. . . . . . . . . .            --            --            --           --           --           --
                                                   -----------   -----------   -----------   ----------   ----------    ---------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . . . . .     3,532,725    41,098,489     5,073,956       59,213      203,678      378,620
                                                   -----------   -----------   -----------   ----------   ----------    ---------
Net increase (decrease) in net assets. . . . . .      (183,803)   35,690,637     7,158,246        1,788      310,143      359,294
Net assets at beginning of period. . . . . . . .    50,096,716    14,406,079     7,247,833    1,139,861      829,718      470,424
                                                   -----------   -----------   -----------   ----------   ----------    ---------
Net assets at end of period. . . . . . . . . . .   $49,957,913   $50,096,716   $14,406,079   $1,141,649   $1,139,861    $ 829,718
                                                   ===========   ===========   ===========   ==========   ==========    =========







                         TURNER CORE GROWTH SUBACCOUNT    BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                        -------------------------------   ----------------------------------------
                          2001       2000        1999         2001           2000           1999
                        ---------  ----------  ---------  -------------  -------------  -------------
                                                                      
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $ (1,129)  $  50,617   $ 18,189    $     (434)    $   87,962      $ 14,188
 Net realized gains .         10      20,969     26,736        24,535         13,902        11,526
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (66,428)   (120,040)    23,628      (119,435)       (35,201)      122,734
                        --------   ---------   --------    ----------     ----------      --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .    (67,547)    (48,454)    68,553       (95,334)        66,663       148,448
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    128,854     192,556    109,802       419,355        616,308       152,629
 Net benefits to
  policyholders . . .     (7,052)    (31,415)   (45,555)     (163,663)       (39,267)      (31,332)
 Net increase in
  policy loans. . . .         --          --         --            --             --            --
                        --------   ---------   --------    ----------     ----------      --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    121,802     161,141     64,247       255,692        577,041       121,297
                        --------   ---------   --------    ----------     ----------      --------
Net increase in net
 assets . . . . . . .     54,255     112,687    132,800       160,358        643,704       269,745
Net assets at
 beginning of period.    370,494     257,807    125,007     1,169,206        525,502       255,757
                        --------   ---------   --------    ----------     ----------      --------
Net assets at end of
 period . . . . . . .   $424,749   $ 370,494   $257,807    $1,329,564     $1,169,206      $525,502
                        ========   =========   ========    ==========     ==========      ========




See accompanying notes.

                                      141



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                 FRONTIER CAPITAL                  EMERGING MARKETS EQUITY
                              APPRECIATION SUBACCOUNT                    SUBACCOUNT
                        -----------------------------------   ---------------------------------
                          2001        2000         1999         2001         2000         1999
                        ----------  ----------  ------------  ----------  -----------  -----------
                                                                     
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $   2,833   $ 130,136   $     8,771   $  (2,558)  $   58,591    $ 15,170
 Net realized gains
  (losses). . . . . .      21,468      68,311       (59,550)   (278,791)      19,902       1,838
 Net unrealized
  appreciation
  (depreciation)
  during the period .      (3,328)   (175,994)       89,369     234,286     (571,486)     92,713
                        ---------   ---------   -----------   ---------   ----------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .      20,973      22,453        38,590     (47,063)    (492,993)    109,721
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     180,881     219,803       103,675     503,297    1,133,676     336,277
 Net benefits to
  policyholders . . .    (155,210)   (179,523)   (2,221,410)   (308,721)    (337,143)     (8,915)
 Net increase in
  policy loans. . . .          --          --            --          --           --          --
                        ---------   ---------   -----------   ---------   ----------    --------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .      25,671      40,280    (2,117,735)    194,576      796,533     327,362
                        ---------   ---------   -----------   ---------   ----------    --------
Net increase
 (decrease) in net
 assets . . . . . . .      46,644      62,733    (2,079,145)    147,513      303,540     437,083
Net assets at
 beginning of period.     516,716     453,983     2,533,128     741,352      437,812         729
                        ---------   ---------   -----------   ---------   ----------    --------
Net assets at end of
 period . . . . . . .   $ 563,360   $ 516,716   $   453,983   $ 888,865   $  741,352    $437,812
                        =========   =========   ===========   =========   ==========    ========







                                  BOND INDEX                   SMALL/MID CAP CORE
                                  SUBACCOUNT                       SUBACCOUNT
                        ------------------------------   -------------------------------
                          2001       2000       1999       2001        2000        1999
                        ---------  ---------  ---------  ----------  ---------  -----------
                                                              
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $ 10,035   $  6,712   $  2,701   $    (226)  $ 21,792    $  6,364
 Net realized gains
  (losses). . . . . .      1,715       (607)    (1,613)       (441)     1,505       1,093
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (3,050)     6,100     (1,753)     13,425    (13,928)      4,719
                        --------   --------   --------   ---------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .      8,700     12,205       (665)     12,758      9,369      12,176
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    321,142    196,240     80,921      54,615    479,768      44,493
 Net benefits to
  policyholders . . .    (28,130)   (16,742)   (20,596)   (316,920)    (6,951)    (12,003)
 Net increase in
  policy loans. . . .         --         --         --          --         --          --
                        --------   --------   --------   ---------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .    293,012    179,498     60,325    (262,305)   472,817      32,490
                        --------   --------   --------   ---------   --------    --------
Net increase
 (decrease) in net
 assets . . . . . . .    301,712    191,703     59,660    (249,547)   482,186      44,666
Net assets at
 beginning of period.    265,912     74,209     14,549     559,551     77,365      32,699
                        --------   --------   --------   ---------   --------    --------
Net assets at end of
 period . . . . . . .   $567,624   $265,912   $ 74,209   $ 310,004   $559,551    $ 77,365
                        ========   ========   ========   =========   ========    ========




See accompanying notes.

                                      142



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                 HIGH YIELD BOND              CLIFTON ENHANCED US EQUITY
                                    SUBACCOUNT                        SUBACCOUNT
                        ----------------------------------   -----------------------------
                           2001          2000       1999       2001       2000       1999*
                        ------------  -----------  --------  ---------  ---------  ----------
                                                                 
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $    23,888   $   78,692   $ 2,791   $   (31)   $ 3,190     $ 1,374
 Net realized gains
  (losses). . . . . .       (91,393)     (12,114)     (396)     (323)       302          11
 Net unrealized
  appreciation
  (depreciation)
  during the period .       149,354     (188,735)   (1,172)     (921)    (5,562)      1,285
                        -----------   ----------   -------   -------    -------     -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .        81,849     (122,157)    1,223    (1,275)    (2,070)      2,670
From policyholder
 transactions:
 Net premiums from
  policyholders . . .       367,520    1,514,684    69,375     5,607     16,541      15,505
 Net benefits to
  policyholders . . .    (1,140,257)     (88,711)       --    (1,174)    (9,351)         --
 Net increase in
  policy loans. . . .            --           --        --        --         --          --
                        -----------   ----------   -------   -------    -------     -------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .      (772,737)   1,425,973    69,375     4,433      7,190      15,505
                        -----------   ----------   -------   -------    -------     -------
Net increase
 (decrease) in net
 assets . . . . . . .      (690,888)   1,303,816    70,598     3,158      5,120      18,175
Net assets at
 beginning of period.     1,379,867       76,051     5,453    23,295     18,175          --
                        -----------   ----------   -------   -------    -------     -------
Net assets at end of
 period . . . . . . .   $   688,979   $1,379,867   $76,051   $26,453    $23,295     $18,175
                        ===========   ==========   =======   =======    =======     =======







                             LARGECAP
                            AGGRESSIVE                FUNDAMENTAL                 AIM V.I.
                              GROWTH                    GROWTH                     VALUE
                            SUBACCOUNT                SUBACCOUNT                 SUBACCOUNT
                        ------------------    --------------------------    -------------------
                          2001       2000**       2001         2000**         2001       2000**
                        ----------  --------  -------------  -------------  ----------  -----------
                                                                      
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $      (5)  $   30    $        (34)  $     1,351    $     (22)   $   230
 Net realized (losses)        (28)      (8)           (145)          (10)         (60)       (11)
 Net unrealized
  appreciation
  (depreciation)
  during the period .        (217)    (616)         (2,657)       (1,226)        (713)    (1,068)
                        ---------   ------    ------------   -----------    ---------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .        (250)    (594)         (2,836)          115         (795)      (849)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .           5    2,528           7,509     9,264,914       10,605     12,213
 Net benefits to
  policyholders . . .         (62)      --          (7,580)   (9,251,776)        (166)    (6,072)
 Net increase in
  policy loans. . . .          --       --              --            --           --         --
                        ---------   ------    ------------   -----------    ---------    -------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .         (57)   2,528             (71)       13,138       10,439      6,141
                        ---------   ------    ------------   -----------    ---------    -------
Net increase
 (decrease) in net
 assets . . . . . . .        (307)   1,934          (2,907)       13,253        9,644      5,292
Net assets at
 beginning of period.       1,934       --          13,253            --        5,292         --
                        ---------   ------    ------------   -----------    ---------    -------
Net assets at end of
 period . . . . . . .   $   1,627   $1,934    $     10,346   $    13,253    $  14,936    $ 5,292
                        =========   ======    ============   ===========    =========    =======





 -------------------------
  * From May 1, 1999 (commencement of operations).
  ** From April 24, 2000 (commencement of operations).

                                      143



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 AND 1999




                                                                 JANUS ASPEN
                         FIDELITY VIP      FIDELITY VIP II          GLOBAL
                             GROWTH          CONTRAFUND           TECHNICAL
                          SUBACCOUNT         SUBACCOUNT          SUBACCOUNT
                        ---------------   -----------------   -----------------
                         2001    2000**    2001     2000**     2001      2000***
                        -------  -------  --------  --------  --------  ----------
                                                      
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $  260   $   (6)  $   181   $   (12)  $     7    $    16
 Net realized (losses)     (75)      (7)      (66)       (4)      (48)       (99)
 Net unrealized
  (depreciation)
  during the period .     (617)    (525)   (1,129)     (366)     (935)    (1,649)
                        ------   ------   -------   -------   -------    -------
Net (decrease) in net
 assets resulting from
 operations . . . . .     (432)    (538)   (1,014)     (382)     (976)    (1,732)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    1,231    5,160    10,624    13,880       215      5,487
 Net benefits to
  policyholders . . .     (848)    (394)     (289)   (6,991)     (272)        --
 Net increase in
  policy loans. . . .       --       --        --        --        --         --
                        ------   ------   -------   -------   -------    -------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .      383    4,766    10,335     6,889       (57)     5,487
                        ------   ------   -------   -------   -------    -------
Net increase
 (decrease) in net
 assets . . . . . . .      (49)   4,228     9,321     6,507    (1,033)     3,755
Net assets at
 beginning of period.    4,228       --     6,507        --     3,755         --
                        ------   ------   -------   -------   -------    -------
Net assets at end of
 period . . . . . . .   $4,179   $4,228   $15,828   $ 6,507   $ 2,722    $ 3,755
                        ======   ======   =======   =======   =======    =======







                          JANUS ASPEN
                           WORLDWIDE       MFS NEW DISCOVERY      ACTIVE    LARGE/MID    SMALL CAP
                            GROWTH               SERIES           BOND II    CAPVALUE       VALUE
                          SUBACCOUNT          SUBACCOUNT        SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                        ----------------  -------------------   ----------  ----------  ------------
                         2001    2000***    2001      2000**     2001****    2001****     2001****
                        -------  -------  ---------  ---------  ----------  ----------  ------------
                                                                   
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $   (6)  $   (7)  $  3,139   $    (19)   $   37      $    1       $    1
 Net realized (losses)     (24)     (71)      (366)        (7)       --          --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (615)    (717)     1,020        197       (10)          1           52
                        ------   ------   --------   --------    ------      ------       ------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     (645)    (795)     3,793        171        27           2           53
From policyholder
 transactions:
 Net premiums from
  policyholders . . .      407    5,929     93,317     37,394     1,570       1,448        1,447
 Net benefits to
  policyholders . . .     (483)    (470)   (10,262)   (18,758)      (87)        (21)         (20)
 Net increase in
  policy loans. . . .       --       --         --         --        --          --           --
                        ------   ------   --------   --------    ------      ------       ------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .      (76)   5,459     83,055     18,636     1,483       1,427        1,427
                        ------   ------   --------   --------    ------      ------       ------
Net increase
 (decrease) in net
 assets . . . . . . .     (721)   4,664     86,848     18,807     1,510       1,429        1,480
Net assets at
 beginning of period.    4,664       --     18,807         --        --          --           --
                        ------   ------   --------   --------    ------      ------       ------
Net assets at end of
 period . . . . . . .   $3,943   $4,664   $105,655   $ 18,807    $1,510      $1,429       $1,480
                        ======   ======   ========   ========    ======      ======       ======





 -------------------------
  ** From April 24, 2000 (commencement of operations).
  *** From June 29, 2000 (commencement of operations).
  **** Activity from January 1, 2001.  From December 15, 2000 (commencement of
   operations) to December 31, 2000 there was no activity.

See accompanying notes.

                                      144



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                                 JUNE 30, 2001

1. ORGANIZATION

  John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Life Insurance Company (JHLICO).
 John Hancock Variable Life Insurance Account UV was formed to fund variable
life insurance policies (Policies) issued by JHLICO.  The Account is operated
as a unit investment trust registered under the Investment Company Act of 1940,
as amended, and currently consists of thirty-seven subaccounts.  The assets of
each subaccount are invested exclusively in shares of a corresponding Fund of
John Hancock Variable Series Trust I (the Trust) or of other Outside Investment
Trusts (Outside Trust).  New subaccounts may be added as new Funds are added to
the Trust or to an Outside Trust, or as other investment options are developed,
and made available to policyholders.  The thirty-seven subaccounts of the Trust
and Outside Trusts which are currently available are the Large Cap Growth,
Active Bond, International Equity Index, Small Cap Growth, Global Balanced, Mid
Cap Growth, Large Cap Value, Money Market, Large/Mid Cap Value II (formerly, Mid
Cap Value), Small/Mid Cap Growth, Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity, International Opportunities, Equity Index,
Global Bond, Turner Core Growth, Brandes International Equity, Frontier Capital
Appreciation, Emerging Markets Equity, Bond Index, Small/Mid Cap CORE, High
Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive Growth, Fundamental
Growth, AIM V.I. Value, Fidelity VIP Growth,  Fidelity VIP II Contrafund, Janus
Aspen Global Technology, Janus Aspen Worldwide Growth, MFS New Discovery Series,
Active Bond II, Large Mid/Cap Value, and Small Cap Value subaccounts.  Each
subaccount 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 JHLICO'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 JHLICO.  The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHLICO may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

 Estimates

  The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 Outside Trusts 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.

                                      145



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Federal Income Taxes

  The operations of the Account are included in the federal income tax return of
JHLICO, which is taxed as a life insurance company under the Internal Revenue
Code.  JHLICO 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, JHLICO 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

  JHLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account.  Additionally, a monthly charge at varying levels for the
cost of extra insurance is deducted from the net assets of the Account.

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

 Policy Loans

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

3. TRANSACTIONS WITH AFFILIATES

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

  Certain officers of the Account are officers and directors of JHLICO or the
Trust.

                                      146



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

4. DETAILS OF INVESTMENTS

  The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at June 30, 2001 were as follows:




                                 SHARES
         SUBACCOUNT              OWNED         COST          VALUE
         ----------            ----------  ------------  -------------
                                                
Large Cap Growth . . . . . .    2,414,239  $ 54,219,191   $ 39,620,811
Active Bond. . . . . . . . .    9,743,992    93,910,533     92,441,470
International Equity Index .      433,502     7,161,041      5,817,161
Small Cap Growth . . . . . .      423,711     7,047,343      5,255,312
Global Balanced. . . . . . .       22,121       221,944        195,213
Mid Cap Growth . . . . . . .    1,385,727    26,613,239     16,216,155
Large Cap Value. . . . . . .    1,303,774    18,217,167     19,034,611
Money Market . . . . . . . .   21,383,366    21,383,366     21,383,366
Large/Mid Cap Value II . . .      304,618     4,254,313      4,350,157
Small/Mid Cap Growth . . . .      443,986     6,614,287      6,191,145
Real Estate Equity . . . . .      401,874     5,425,093      5,733,863
Growth & Income. . . . . . .   16,700,188   267,388,146    214,854,030
Managed. . . . . . . . . . .    7,140,992   101,243,528     95,958,263
Short-Term Bond. . . . . . .       41,657       411,283        416,117
Small Cap Equity . . . . . .      375,803     3,928,848      3,573,616
International Opportunities.    1,403,024    17,678,996     13,887,150
Equity Index . . . . . . . .    3,051,589    59,798,044     49,928,361
Global Bond. . . . . . . . .      115,846     1,176,801      1,141,668
Turner Core Growth . . . . .       28,469       557,669        424,756
Brandes International Equity       95,930     1,355,435      1,329,585
Frontier Capital Appreciation      31,686       620,376        563,369
Emerging Markets Equity. . .      136,904     1,133,415        888,879
Bond Index . . . . . . . . .       57,965       563,919        565,065
Small/Mid Cap CORE . . . . .       31,190       303,772        309,876
High Yield Bond. . . . . . .       92,709       724,486        683,914
Clifton Enhanced U.S. Equity        1,762        31,651         26,453
Large Cap Aggressive Growth.          196         2,460          1,627
Fundamental Growth . . . . .        1,049        14,229         10,346
AIM V.I. Value . . . . . . .          582        16,718         14,936
Fidelity VIP Growth. . . . .          114         5,321          4,179
Fidelity VIP II Contrafund .          768        17,324         15,828
Janus Aspen Global Technology         565         5,306          2,722
Janus Aspen Worldwide Growth          124         5,274          3,943
MFS New Discovery Series . .        6,674       104,440        105,657
Active Bond II . . . . . . .          145         1,513
Large/Mid Cap Value. . . . .          127         1,427          1,428
Small Cap Value. . . . . . .          107         1,427          1,479




                                      147



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

4. DETAILS OF INVESTMENTS (CONTINUED)

  Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Subaccounts of the Trust and of Outside Trusts during
the six months ended June 30, 2001, were as follows:



           SUBACCOUNT             PURCHASES      SALES
--------------------------------------------  ------------
                                        
Large Cap Growth. . . . . . . .   $6,019,644   $1,526,463
Active Bond . . . . . . . . . .    7,583,640    2,582,183
International Equity Index. . .      650,088      445,589
Small Cap Growth. . . . . . . .      906,480    1,652,255
Global Balanced . . . . . . . .       47,890       17,442
Mid Cap Growth. . . . . . . . .    7,039,151    1,547,780
Large Cap Value . . . . . . . .    4,033,937      318,412
Money Market. . . . . . . . . .    4,783,452    7,379,211
Large/Mid Cap Value II. . . . .      650,840    4,480,729
Small/Mid Cap Growth. . . . . .      496,304      265,984
Real Estate Equity. . . . . . .      613,834      733,395
Growth & Income . . . . . . . .    8,163,729    5,335,636
Managed . . . . . . . . . . . .    3,902,006    4,105,658
Short-Term Bond . . . . . . . .       82,803       28,287
Small Cap Equity. . . . . . . .      925,788    1,678,901
International Opportunities . .    5,405,380      356,788
Equity Index. . . . . . . . . .    5,940,929    2,302,493
Global Bond . . . . . . . . . .      136,792       80,891
Turner Core Growth. . . . . . .      127,789        7,109
Brandes International Equity. .      345,465       90,186
Frontier Capital Appreciation .      186,983      158,470
Emerging Markets Equity . . . .      477,850      285,818
Bond Index. . . . . . . . . . .      329,296       28,808
Small/Mid Cap CORE. . . . . . .       78,718      341,377
High Yield Bond . . . . . . . .      401,164    1,155,078
Clifton Enhanced U.S. Equity. .        5,646        1,244
Large Cap Aggressive Growth . .           --           62
Fundamental Growth. . . . . . .          121          226
AIM V.I. Value. . . . . . . . .       10,619          202
Fidelity VIP Growth . . . . . .          861          218
Fidelity VIP II Contrafund. . .       10,824          308
Janus Aspen Global Technology .           16           66
Janus Aspen Worldwide Growth. .            8           90
MFS New Discovery Series. . . .       88,640        2,444
Active Bond II. . . . . . . . .        1,614          101
Large/Mid Cap Value . . . . . .        1,448           21
Small Cap Value . . . . . . . .        1,447           20



                                      148



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

5. NET ASSETS

  Accumulation shares attributable to net assets of policyholders and
accumulation share values for each subaccount at June 30, 2001 were as follows:




                                   UV MVL CLASS #3             UV FLEX CLASS #4          UV FLEX II CLASS #5
                              --------------------------  --------------------------  --------------------------
                              ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                       SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
------------------------------------------  ------------  ------------  ------------  ------------   ------------
                                                                                  
Large Cap Growth                 72,629        $56.35        405,451       $56.35        34,728         $56.35
Active Bond                      23,116         26.87      1,818,357        26.87        14,401          26.87
International Equity Index       36,659         19.89        149,067        19.89        13,866          19.89
Small Cap Growth                120,395         15.55        156,574        15.55        42,244          15.55
Global Balanced                   8,274         11.47          3,621        11.47         4,795          11.47
Mid Cap Growth                  203,191         16.97        652,692        16.97        60,791          16.97
Large Cap Value                 111,072         18.52        825,196        18.52        53,104          18.52
Money Market                    297,430         19.55        344,062        19.55         9,339          19.55
Large/Mid Cap Value II           72,987         17.53        109,848        17.53        33,951          17.53
Small/Mid Cap Growth             32,116         21.82        228,237        21.82        10,096          21.82
Real Estate Equity               12,999         30.50        109,617        30.50         9,886          30.50
Growth & Income                 159,091         53.31      1,446,930        53.31        86,617          53.31
Managed                          65,536         38.63      1,117,398        38.63        38,596          38.63
Short-Term Bond                   6,667         14.49         16,856        14.49         3,207          14.49
Small Cap Equity                 64,874         11.57        194,881        11.57        30,381          11.57
International
 Opportunities                   41,037         11.52      1,117,772        11.52        17,652          11.52
Equity Index                    235,284         19.38      2,167,730        19.38        87,475          19.38
Global Bond                      27,137         12.86         46,233        12.86         9,718          12.86
Turner Core Growth                5,808         19.70         15,712        19.70            33          19.70
Brandes International Equity     21,466         16.56         44,710        16.56         1,073          16.56




                                      149



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

5. NET ASSETS (CONTINUED)




                                 UV MVL CLASS #3             UV FLEX CLASS #4          UV FLEX II CLASS #5
                            --------------------------  --------------------------  --------------------------
                            ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                     SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
----------------------------------------  ------------  ------------  ------------  ------------   ------------
                                                                                
Frontier Capital
 Appreciation                   3,929        $23.42        16,553        $23.42          539          $23.42
Emerging Markets Equity        44,218          7.36        60,845          7.36        9,948            7.36
Bond Index                     28,895         11.82        17,084         11.82        1,310           11.82
Small/Mid Cap CORE              6,276         11.33         2,061         11.33        1,625           11.33
High Yield Bond                45,740          9.40        22,418          9.40        3,483            9.40
Clifton Enhanced U.S.
 Equity                         2,429         10.89            --            --           --              --
Large Cap Aggressive
 Growth                            --            --            --            --           --              --
Fundamental Growth                 --            --            --            --           --              --
AIM V.I. Value                     --            --            --            --           --              --
Fidelity VIP Growth                --            --            --            --           --              --
Fidelity VIP II Contrafund         --            --            --            --           --              --
Janus Aspen Global
 Technology                        --            --            --            --           --              --
Janus Aspen Worldwide
 Growth                            --            --            --            --           --              --
MFS New Discovery Series           --            --            --            --           --              --
Active Bond II                     --            --            --            --           --              --
Large/Mid Cap Value                --            --            --            --           --              --
Small Cap Value                    --            --            --            --           --              --




                                      150



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

5. NET ASSETS (CONTINUED)




                                   UV VEP CLASS #7             UV VEP CLASS #8             UV VEP CLASS #9
                              --------------------------  --------------------------  --------------------------
                              ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                       SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
------------------------------------------  ------------  ------------  ------------  ------------   ------------
                                                                                  
Large Cap Growth                 21,963        $24.17        15,903        $24.26        3,172          $24.35
Active Bond                      18,331         15.64         5,664         15.70           --              --
International Equity Index       18,349         12.65         2,596         12.70           --              --
Small Cap Growth                 14,892         15.53         3,791         15.57           --              --
Global Balanced                     335         11.45            --            --           --              --
Mid Cap Growth                   22,604         16.95        16,227         16.99           --              --
Large Cap Value                  18,721         18.50        20,456         18.55           --              --
Money Market                     46,461         14.12        41,085         14.17           --              --
Large/Mid Cap Value II           30,894         17.50           731         17.55           --              --
Small/Mid Cap Growth              7,484         21.77         5,845         21.86           --              --
Real Estate Equity                1,361         19.84         2,345         19.91           --              --
Growth & Income                  83,823         24.17        34,903         24.26        4,141           24.36
Managed                          26,462         20.33        11,920         20.41           --              --
Short-Term Bond                   2,004         14.46            --            --           --              --
Small Cap Equity                 15,095         11.55         3,700         11.58           --              --
International Opportunities      14,617         11.50         9,703         11.53        6,047           11.56
Equity Index                     49,171         19.36        37,912         19.41           --              --
Global Bond                       5,637         12.85            --            --           --              --
Turner Core Growth                   --            --            --            --           --              --
Brandes International Equity        871         16.33        12,312         16.37           --              --




                                      151



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                                 JUNE 30, 2001

5.  NET ASSETS (CONTINUED)




                                 UV VEP  CLASS #7            UV VEP CLASS #8             UV VEP CLASS #9
                            --------------------------  --------------------------  --------------------------
                            ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                     SHARES     SHARE VALUES     SHARES     SHARE VALUES     SHARES      SHARE VALUES
----------------------------------------  ------------  ------------  ------------  ------------   ------------
                                                                                
Frontier Capital
 Appreciation                     269        $25.23        2,520         $25.30          --             --
Emerging Markets Equity         4,985          7.35          882           7.36          --             --
Bond Index                        502         11.81          225          11.83          --             --
Small/Mid Cap CORE             15,890         11.32        1,523          11.34          --             --
High Yield Bond                 1,382          9.39          263           9.41          --             --
Clifton Enhanced U.S.
 Equity                            --            --           --             --          --             --
Large Cap Aggressive
 Growth                           230          7.08           --             --          --             --
Fundamental Growth              1,280          8.08           --             --          --             --
AIM V.I. Value                    613          7.90        1,277           7.90          --             --
Fidelity VIP Growth               516          8.10           --             --          --             --
Fidelity VIP II Contrafund        650          8.65        1,180           8.65          --             --
Janus Aspen Global
 Technology                       546          4.98           --             --          --             --
Janus Aspen Worldwide
 Growth                           550          7.17           --             --          --             --
MFS New Discovery Series        1,648          9.82        9,103           9.83          --             --
Active Bond II                    138         10.98           --             --          --             --
Large/Mid Cap Value               144          9.91           --             --          --             --
Small Cap Value                   142         10.40           --             --          --             --






                                      152



                         REPORT OF INDEPENDENT AUDITORS

To the Policyholders of,
John Hancock Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Insurance Account UV (the Account) (comprising,
respectively, the Large Cap Growth, Active Bond (formerly, Sovereign Bond),
International Equity Index, Small Cap Growth, Global Balanced, Mid Cap Growth,
Large Cap Value, Money Market, Mid Cap Value, Small/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, Bond Index, Small/Mid
Cap CORE, High Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive
Growth, Fundamental Growth (formerly, Fundamental Mid Cap Growth), Aim V.I.
Value, Fidelity VIP Growth, Fidelity VIP II Contrafund, Janus Aspen Global
Technology, Janus Aspen Worldwide Growth, and MFS New Discovery Series
Subaccounts) as of December 31, 2000, 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 Insurance Account UV at
December 31, 2000, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States.

                                                           /S/ ERNST & YOUNG LLP

Boston, Massachusetts February 13, 2001

                                      153



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 2000



                                                    INTERNATIONAL
                           LARGE CAP     ACTIVE        EQUITY       SMALL CAP
                            GROWTH        BOND          INDEX         GROWTH
                          SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                          ----------   ----------   -------------   ----------
                                                       
ASSETS
Cash  . . . . . . . . .            --           --           --             --
Investments in shares of
 portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . . .   $40,309,354  $87,068,487   $6,443,455     $6,381,819
Investments in shares of
 portfolios of Outside
 Trust, at value. . . .            --           --           --             --
Policy loans and accrued
 interest receivable. .     2,988,024   10,894,073      440,884          8,939
Receivable from:
 John Hancock Variable
  Series Trust I. . . .        78,996       43,980        3,951             --
 Portfolio of Outside
  Trusts. . . . . . . .            --           --           --             --
                          -----------  -----------   ----------     ----------
Total assets. . . . . .    43,376,374   98,006,540    6,888,290      6,390,758
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company       76,877       40,173        3,625          8,618
 Portfolio of Outside
  Trusts. . . . . . . .            --           --           --             --
Asset charges payable .         2,119        3,807          326            321
                          -----------  -----------   ----------     ----------
Total liabilities . . .        78,996       43,980        3,951          8,939
                          -----------  -----------   ----------     ----------
Net assets. . . . . . .   $43,297,378  $97,962,560   $6,884,339     $6,381,819
                          ===========  ===========   ==========     ==========





                             GLOBAL      MID CAP     LARGE CAP       MONEY
                            BALANCED     GROWTH        VALUE        MARKET
                           SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                           ----------  ----------   ----------    ----------
                                                     
ASSETS
Cash . . . . . . . . . .          --            --           --   $    (1,285)
Investments in shares of
 portfolios of John
 Hancock Variable
 Series Trust I, at value   $173,721   $14,676,946  $14,990,188    23,979,125
Investments in shares of
 portfolios of Outside
 Trusts, at value. . . .          --            --           --            --
Policy loans and accrued
 interest receivable . .          --            --           --     2,237,889
Receivable from:
 John Hancock Variable
  Series Trust I . . . .         171        29,614       13,493       413,212
 Portfolio of Outside
  Trust. . . . . . . . .          --            --           --            --
                            --------   -----------  -----------   -----------
Total assets . . . . . .     173,892    14,706,560   15,003,681    26,628,941
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company         162        28,877       12,748       411,972
 Portfolio of Outside
  Trusts . . . . . . . .          --            --           --            --
Asset charges payable. .           9           737          745         1,241
                            --------   -----------  -----------   -----------
Total liabilities. . . .         171        29,614       13,493       413,213
                            --------   -----------  -----------   -----------
Net assets . . . . . . .    $173,721   $14,676,946  $14,990,188   $26,215,728
                            ========   ===========  ===========   ===========



See accompanying notes.

                                      154



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000



                          MID CAP    SMALL/MID CAP  REAL ESTATE     GROWTH &
                           VALUE        GROWTH        EQUITY         INCOME
                         SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                         ----------  -------------  -----------    ----------
                                                     
ASSETS
Cash . . . . . . . . .           --           --    $        3              --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value . . . . . . . .   $8,399,009   $5,855,422     5,654,199    $233,488,134
Investments in shares
 of portfolios of
 Outside Trust, at
 value . . . . . . . .           --           --            --              --
Policy loans and
  accrued interest
 receivable. . . . . .           --           --       348,571      33,998,401
Receivable from:
 John Hancock Variable
  Series Trust I . . .                     8,739        26,900          49,159
 Portfolio of Outside
  Trusts . . . . . . .       52,486           --            --              --
                         ----------   ----------    ----------    ------------
Total assets . . . . .    8,451,495    5,864,161     6,029,673     267,535,694
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company. . . . . . .       52,072        8,446        26,610          39,397
 Portfolio of Outside
  Trusts . . . . . . .           --           --            --              --
Asset charges payable.          414          293           290           9,763
                         ----------   ----------    ----------    ------------
Total liabilities. . .       52,486        8,739        26,900          49,160
                         ----------   ----------    ----------    ------------
Net assets . . . . . .   $8,399,009   $5,855,422    $6,002,773    $267,486,534
                         ==========   ==========    ==========    ============





                                        SHORT-TERM  SMALL CAP    INTERNATIONAL
                           MANAGED         BOND       EQUITY     OPPORTUNITIES
                          SUBACCOUNT    SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                          ----------    ----------  ----------   -------------
                                                    
ASSETS
Cash . . . . . . . . .   $       (685)         --           --             --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value . . . . . . . .     98,868,851    $356,968   $4,141,822    $10,859,971
Investments in shares
 of portfolios
 of Outside Trust, at
 value . . . . . . . .             --          --           --             --
Policy loans and
  accrued interest
 receivable. . . . . .     13,608,061          --           --             --
Receivable from:
 John Hancock Variable
  Series Trust I . . .         17,989         192        1,324         13,244
 Outside Trust . . . .             --          --           --             --
                         ------------    --------   ----------    -----------
Total assets . . . . .    112,494,216     357,160    4,143,146     10,873,215
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company. . . . . . .         12,682         174        1,117         12,716
 Outside Trust . . . .             --          --           --             --
Asset charges payable.          5,307          18          207            528
                         ------------    --------   ----------    -----------
Total liabilities. . .         17,989         192        1,324         13,244
                         ------------    --------   ----------    -----------
Net assets . . . . . .   $112,476,227    $356,968   $4,141,822    $10,859,971
                         ============    ========   ==========    ===========



See accompanying notes.

                                      155



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000



                                                                    BRANDES
                            EQUITY       GLOBAL    TURNER 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. . . . . . . . .   $50,096,716  $1,139,861         --              --
Investments in shares of
 portfolios of Outside
 Trust, at value. . . .            --          --   $370,494      $1,169,206
Policy loans and
  accrued interest
 receivable . . . . . .            --          --         --              --
Receivable from:
 John Hancock Variable
  Series Trust I. . . .        10,356         243         --              --
 Portfolio of Outside
  Trusts. . . . . . . .            --          --         18              57
                          -----------  ----------   --------      ----------
Total assets. . . . . .    50,107,072   1,140,104    370,512       1,169,263
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company        7,866         187         --              --
 Portfolio of Outside
  Trusts. . . . . . . .            --          --         --              --
Asset charges payable .         2,490          56         18              57
                          -----------  ----------   --------      ----------
Total liabilities . . .        10,356         243         18              57
                          -----------  ----------   --------      ----------
Net assets. . . . . . .   $50,096,716  $1,139,861   $370,494      $1,169,206
                          ===========  ==========   ========      ==========





                           FRONTIER
                           CAPITAL        EMERGING                  SMALL/MID
                         APPRECIATION  MARKETS EQUITY  BOND INDEX    CAP CORE
                          SUBACCOUNT     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
                         ------------  --------------  ----------   ----------
                                                       
ASSETS
Cash . . . . . . . . .           --             --            --           --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value . . . . . . . .           --       $741,352      $265,912     $559,551
Investments in shares
 of portfolios of
 Outside Trust, at
 value . . . . . . . .     $516,716             --            --           --
Policy loans and
 accrued interest
 receivable. . . . . .           --             --            --           --
Receivable from:
 John Hancock Variable
  Series Trust I . . .           --          7,964            13           28
 Portfolio of Outside
  Trusts . . . . . . .           26             --            --           --
                           --------       --------      --------     --------
Total assets . . . . .      516,742        749,316       265,925      559,579
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company. . . . . . .           --          7,928            --           --
 Portfolio of Outside
  Trusts . . . . . . .           --             --            --           --
Asset charges payable.           26             36            13           28
                           --------       --------      --------     --------
Total liabilities. . .           26          7,964            13           28
                           --------       --------      --------     --------
Net assets . . . . . .     $516,716       $741,352      $265,912     $559,551
                           ========       ========      ========     ========



See accompanying notes.

                                      156



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000



                           HIGH                       LARGE CAP
                          YIELD     CLIFTON ENHANCED  AGGRESSIVE   FUNDAMENTAL
                           BOND        US EQUITY        GROWTH       GROWTH
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT   SUBACCOUNT
                        ----------  ----------------  ----------   -----------
                                                      
ASSETS
Cash  . . . . . . . .           --           --             --            --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value. . . . . . . .   $1,379,867      $23,295         $1,934       $13,253
Investments in shares
 of portfolios of
 Outside Trust, at
 value. . . . . . . .           --           --             --            --
Policy loans and
 accrued interest
 receivable . . . . .           --           --             --            --
Receivable from:                                            --            --
 John Hancock Variable
  Series Trust I. . .           68            1             --             1
 Portfolio of Outside
  Trusts. . . . . . .           --           --             --            --
                        ----------      -------         ------       -------
Total assets. . . . .    1,379,935       23,296          1,934        13,254
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .           --           --             --             1
 Portfolio of Outside
  Trusts. . . . . . .           --           --             --            --
Asset charges payable           68            1             --            --
                        ----------      -------         ------       -------
Total liabilities . .           68            1             --             1
                        ----------      -------         ------       -------
Net assets. . . . . .   $1,379,867      $23,295         $1,934       $13,253
                        ==========      =======         ======       =======





                                                                        JANUS ASPEN
                                        FIDELITY VIP  FIDELITY VIP II     GLOBAL
                        AIM V.I. VALUE     GROWTH       CONTRAFUND      TECHNOLOGY
                          SUBACCOUNT     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
 Outside Trust, at
 value. . . . . . . .       $5,292         $4,228         $6,507          $3,755
Policy loans and
 accrued interest
 receivable . . . . .           --             --             --              --
Receivable from:                                              --              --
 John Hancock Variable
  Series Trust I. . .           --             --             --              --
 Portfolio of Outside
  Trusts. . . . . . .           --             --             --              --
                            ------         ------         ------          ------
Total assets. . . . .        5,292          4,228          6,507           3,755
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company . . . . . .           --             --             --              --
 Portfolio of Outside
  Trusts. . . . . . .           --             --             --              --
Asset charges payable           --             --             --              --
                            ------         ------         ------          ------
Total liabilities . .           --             --             --              --
                            ------         ------         ------          ------
Net assets. . . . . .       $5,292         $4,228         $6,507          $3,755
                            ======         ======         ======          ======



See accompanying notes.

                                      157



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000




                                                      JANUS ASPEN    MFS NEW
                                                       WORLDWIDE    DISCOVERY
                                                        GROWTH        SERIES
                                                      SUBACCOUNT    SUBACCOUNT
                                                      -----------   ----------
                                                             
ASSETS
Cash  . . . . . . . . . . . . . . . . . . . . . . .         --            --
Investments in shares of portfolios of John Hancock
 Variable
 Series Trust I, at value . . . . . . . . . . . . .         --            --
Investments in shares of portfolios of Outside
 Trust, at value. . . . . . . . . . . . . . . . . .     $4,664       $18,807
Policy loans and accrued interest receivable. . . .         --            --
Receivable from:
 John Hancock Variable Series Trust I . . . . . . .         --            --
 Portfolio of Outside Trusts. . . . . . . . . . . .         --             1
                                                        ------       -------
Total assets. . . . . . . . . . . . . . . . . . . .      4,664        18,808
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance Company . . .         --            --
 Portfolio of Outside Trusts. . . . . . . . . . . .         --            --
Asset charges payable . . . . . . . . . . . . . . .         --             1
                                                        ------       -------
Total liabilities . . . . . . . . . . . . . . . . .         --             1
                                                        ------       -------
Net assets. . . . . . . . . . . . . . . . . . . . .     $4,664       $18,807
                                                        ======       =======



See accompanying notes.























                                      158



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                            LARGE CAP GROWTH SUBACCOUNT                ACTIVE BOND SUBACCOUNT
                                        -------------------------------------  --------------------------------------
                                            2000          1999        1998        2000          1999           1998
                                        -------------  ----------  ----------  ------------  ------------  -------------
                                                                                         
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I   $  6,351,461   $6,381,711  $2,836,032  $ 5,048,654   $ 5,184,234    $5,266,576
 Outside Trusts.  . . . . . . . . . .             --           --          --           --            --            --
 Interest income on policy loans. . .        223,081      161,454     128,186      769,530       750,673       727,807
                                        ------------   ----------  ----------  -----------   -----------    ----------
Total investment income . . . . . . .      6,574,542    6,543,165   2,964,218    5,818,184     5,934,907     5,994,383
Expenses:
 Mortality and expense risks  . . . .        286,716      213,770     143,859      485,231       452,925       415,570
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net investment income . . . . . . . .      6,287,826    6,329,395   2,820,359    5,332,953     5,481,982     5,578,813
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses)  . . . .      1,809,410    1,146,308     433,509   (1,058,175)     (388,883)     (142,628)
 Net unrealized appreciation
  (depreciation) during the period  .    (17,039,660)     320,087   4,558,660    3,862,398    (5,439,148)     (102,600)
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net realized and unrealized gain
 (loss) on investments  . . . . . . .    (15,230,250)   1,466,395   4,992,169    2,804,223    (5,828,031)     (245,228)
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations  . . . . .   $ (8,942,424)  $7,795,790  $7,812,528  $ 8,137,176   $  (346,049)   $5,333,585
                                        ============   ==========  ==========  ===========   ===========    ==========







                                         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    $   334,135     $  212,869    $743,339   $   621,346   $   43,433    $     --
 Outside Trusts.  . . . . . . . . . .             --             --          --            --           --          --
 Interest income on policy loans. . .         29,828         20,538      17,802            --           --          --
                                         -----------     ----------    --------   -----------   ----------    --------
Total investment income . . . . . . .        363,963        233,407     761,141       621,346      543,433          --
Expenses:
 Mortality and expense risks  . . . .         41,808         32,838      26,542        39,379       15,809       8,233
                                         -----------     ----------    --------   -----------   ----------    --------
Net investment income (loss). . . . .        322,155        200,569     734,599       581,967      527,624      (8,233)
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains . . . . . . . . .         76,586         62,140      52,891       159,388       48,210      21,741
 Net unrealized appreciation
  (depreciation) during the period  .     (1,706,468)     1,295,768      13,239    (2,654,137)   1,125,829     204,674
                                         -----------     ----------    --------   -----------   ----------    --------
Net realized and unrealized gain
 (loss) on investments  . . . . . . .     (1,629,882)     1,357,908      66,130    (2,494,749)   1,174,039     226,415
                                         -----------     ----------    --------   -----------   ----------    --------
Net increase (decrease) in net assets
 resulting from operations  . . . . .    $(1,307,727)    $1,558,477    $800,729   $(1,912,782)  $1,701,663    $218,182
                                         ===========     ==========    ========   ===========   ==========    ========




See accompanying notes.

                                      159



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                        GLOBAL BALANCED SUBACCOUNT        MID CAP GROWTH SUBACCOUNT
                        ----------------------------  -----------------------------------
                          2000      1999      1998        2000          1999        1998
                        ---------  --------  -------  -------------  ----------  ----------
                                                               
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $  8,232   $17,211   $12,240  $  2,284,720   $1,373,009   $130,303
 Outside Trusts.  . .         --        --        --            --           --         --
 Interest income on
  policy loans. . . .         --        --        --            --           --         --
                        --------   -------   -------  ------------   ----------   --------
Total investment
 income . . . . . . .      8,232    17,211    12,240     2,284,720    1,373,009    130,303
Expenses:
 Mortality and expense
  risks . . . . . . .      1,034     1,267       826       101,903       34,834      5,242
                        --------   -------   -------  ------------   ----------   --------
Net investment income      7,198    15,944    11,414     2,182,817    1,338,175    125,061
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     (3,641)    1,061     1,050     1,892,763      420,826     26,192
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (21,945)   (8,559)   12,294   (11,690,290)   4,283,452    193,946
                        --------   -------   -------  ------------   ----------   --------
Net realized and
 unrealized gain
 (loss) on investments   (25,586)   (7,498)   13,344    (9,797,527)   4,704,278    220,138
                        --------   -------   -------  ------------   ----------   --------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $(18,388)  $ 8,446   $24,758  $ (7,614,710)  $6,042,453   $345,199
                        ========   =======   =======  ============   ==========   ========







                           LARGE CAP VALUE SUBACCOUNT            MONEY MARKET SUBACCOUNT
                        ---------------------------------  -----------------------------------
                           2000        1999        1998       2000        1999           1998
                        -----------  ----------  --------  ----------  ----------  -------------
                                                                 
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $  759,319   $ 511,132   $185,232  $1,260,525  $1,134,371   $2,249,510
 Outside Trusts.  . .           --          --         --          --          --           --
 Interest income on
  policy loans. . . .           --          --         --     162,299     155,491      154,162
                        ----------   ---------   --------  ----------  ----------   ----------
Total investment
 income . . . . . . .      759,319     511,132    185,232   1,422,824   1,289,862    2,403,672
Expenses:
 Mortality and expense
  risks . . . . . . .       65,992      36,983     15,356     132,261     146,758      263,735
                        ----------   ---------   --------  ----------  ----------   ----------
Net investment income      693,327     474,149    169,876   1,290,563   1,143,104    2,139,937
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (47,306)    123,242     68,953          --          --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period .      854,807    (499,454)    64,132          --          --           --
                        ----------   ---------   --------  ----------  ----------   ----------
Net realized and
 unrealized gain
 (loss) on investments     807,501    (376,212)   133,085          --          --           --
                        ----------   ---------   --------  ----------  ----------   ----------
Net increase in net
 assets
 resulting from
 operations . . . . .   $1,500,828   $  97,937   $302,961  $1,290,563  $1,143,104   $2,139,937
                        ==========   =========   ========  ==========  ==========   ==========




See accompanying notes.

                                      160



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                             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  . .   $  861,684   $  30,563   $  53,920   $ 603,438   $ 840,786    $ 93,281
 Outside Trusts.  . .           --          --          --          --          --          --
 Interest income on
  policy loans. . . .           --          --          --          --          --          --
                        ----------   ---------   ---------   ---------   ---------    --------
Total investment
 income . . . . . . .      861,684      30,563      53,920     603,438     840,786      93,281
Expenses:
 Mortality and expense
  risks . . . . . . .       36,705      28,106      34,857      32,879      30,491      26,942
                        ----------   ---------   ---------   ---------   ---------    --------
Net investment income      824,979       2,457      19,063     570,559     810,295      66,339
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (47,013)   (547,518)     74,634    (136,669)     16,952      33,249
 Net unrealized
  appreciation
  (depreciation)
  during the period .      853,987     657,486    (944,401)     (2,663)   (590,295)    126,465
                        ----------   ---------   ---------   ---------   ---------    --------
Net realized and
 unrealized gain
 (loss) on investments     806,974     109,968    (869,767)   (139,332)   (573,343)    159,714
                        ----------   ---------   ---------   ---------   ---------    --------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $1,631,953   $ 112,425   $(850,704)  $ 431,227   $ 236,952    $226,053
                        ==========   =========   =========   =========   =========    ========







                                           REAL ESTATE EQUITY SUBACCOUNT             GROWTH & INCOME SUBACCOUNT
                                        ------------------------------------   ---------------------------------------
                                           2000        1999         1998           2000          1999            1998
                                        -----------  ----------  ------------  -------------  -----------  -------------
                                                                                         
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I   $  471,363   $ 262,930   $   343,976   $ 43,732,520   $35,057,066   $26,306,209
 Outside Trusts.  . . . . . . . . . .           --          --            --             --            --            --
 Interest income on policy loans  . .       21,486      17,361        17,260      2,428,588     2,279,107     1,996,131
                                        ----------   ---------   -----------   ------------   -----------   -----------
Total investment income . . . . . . .      492,849     280,291       361,236     46,161,108    37,336,173    28,302,340
Expenses:
 Mortality and expense risks  . . . .       27,585      24,900        33,890      1,733,223     1,779,482     1,466,469
                                        ----------   ---------   -----------   ------------   -----------   -----------
Net investment income . . . . . . . .      465,264     255,391       327,346     44,427,885    35,556,691    26,835,871
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses)  . . . .     (159,205)   (168,994)      158,205     18,300,286     5,502,422     3,223,935
 Net unrealized appreciation
  (depreciation) during the period  .      919,904    (220,380)   (1,546,717)   (96,829,044)    2,405,417    32,918,552
                                        ----------   ---------   -----------   ------------   -----------   -----------
Net realized and unrealized gain
 (loss) on investments  . . . . . . .      760,699    (389,374)   (1,388,512)   (78,528,758)    7,907,839    36,142,487
                                        ----------   ---------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations  . . . . .   $1,225,963   $(133,983)  $(1,061,166)  $(34,100,873)  $43,464,530   $62,978,358
                                        ==========   =========   ===========   ============   ===========   ===========




See accompanying notes.

                                      161



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                  MANAGED SUBACCOUNT               SHORT-TERM BOND SUBACCOUNT
                        ----------------------------------------  ----------------------------
                            2000          1999          1998       2000       1999       1998
                        -------------  ------------  -----------  --------  ---------  ----------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $ 11,757,304   $ 9,998,433   $ 9,347,788  $17,131   $ 15,539    $27,350
 Outside Trusts.  . .             --            --            --       --         --         --
 Interest income on
  policy loans. . . .             --       953,686       854,487       --         --         --
                        ------------   -----------   -----------  -------   --------    -------
Total investment
 income . . . . . . .     11,757,304    10,952,119    10,202,275   17,131     15,539     27,350
Expenses:
 Mortality and expense
  risks . . . . . . .        664,664       649,802       577,276    1,637      1,497      2,680
                        ------------   -----------   -----------  -------   --------    -------
Net investment income     11,092,640    10,302,317     9,624,999   15,494     14,042     24,670
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      1,551,519       996,546       791,245   (2,287)    (8,638)       265
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (12,278,637)   (2,108,530)    6,629,458    6,756     (2,442)    (4,247)
                        ------------   -----------   -----------  -------   --------    -------
Net realized and
 unrealized gain
 (loss) on investments   (10,727,118)   (1,111,984)    7,420,703    4,469    (11,080)    (3,982)
                        ------------   -----------   -----------  -------   --------    -------
Net increase in net
 assets
 resulting from
 operations . . . . .   $    365,522   $ 9,190,333   $17,045,702  $19,963   $  2,962    $20,688
                        ============   ===========   ===========  =======   ========    =======







                           SMALL CAP EQUITY SUBACCOUNT       INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                        ---------------------------------   ---------------------------------------
                          2000        1999        1998          2000           1999            1998
                        ----------  ----------  ----------  --------------  ----------  ---------------
                                                                      
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $ 321,253   $  79,585   $  12,675    $   617,754     $241,151      $ 33,443
 Outside Trusts.  . .          --          --          --             --           --            --
 Interest income on
  policy loans. . . .          --          --          --             --           --            --
                        ---------   ---------   ---------    -----------     --------      --------
Total investment
 income . . . . . . .     321,253      79,585      12,675        617,754      241,151        33,443
Expenses:
 Mortality and expense
  risks . . . . . . .      23,745      17,680      11,853         53,038       17,937        21,581
                        ---------   ---------   ---------    -----------     --------      --------
Net investment income     297,508      61,905         822        564,716      223,214        11,862
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .    (110,857)    (33,134)     29,257        348,813      155,412        33,474
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (668,463)   (148,401)   (105,331)    (2,497,504)     387,412       272,314
                        ---------   ---------   ---------    -----------     --------      --------
Net realized and
 unrealized gain
 (loss) on investments   (779,320)   (181,535)    (76,074)    (2,148,691)     542,824       305,788
                        ---------   ---------   ---------    -----------     --------      --------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $(481,812)  $(119,630)  $ (75,252)   $(1,583,975)    $766,038      $317,650
                        =========   =========   =========    ===========     ========      ========




See accompanying notes.

                                      162



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                              EQUITY INDEX SUBACCOUNT            GLOBAL BOND SUBACCOUNT
                        ------------------------------------  -----------------------------
                           2000          1999        1998       2000       1999       1998
                        ------------  ----------  ----------  ---------  ---------  ---------
                                                                  
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $ 2,327,055   $  593,325  $  185,267  $ 63,032   $ 37,862    $19,628
 Outside Trusts.  . .            --           --          --        --         --         --
 Interest income on
  policy loans. . . .            --           --          --        --         --         --
                        -----------   ----------  ----------  --------   --------    -------
Total investment
 income . . . . . . .     2,327,055      593,325     185,267    63,032     37,862     19,628
Expenses:
 Mortality and expense
  risks . . . . . . .       185,175       63,950      27,141     5,624      4,084      1,979
                        -----------   ----------  ----------  --------   --------    -------
Net investment income     2,141,880      529,375     158,126    57,408     33,778     17,649
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .       485,643      271,978     443,879   (14,302)      (151)     3,991
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (8,035,375)   1,282,937     585,673    63,359    (52,953)    4,,308
                        -----------   ----------  ----------  --------   --------    -------
Net realized and
 unrealized gain
 (loss) on investments   (7,549,732)   1,554,915   1,029,552    49,057    (53,104)     8,299
                        -----------   ----------  ----------  --------   --------    -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $(5,407,852)  $2,084,290  $1,187,678  $106,465   $(19,326)   $25,948
                        ===========   ==========  ==========  ========   ========    =======







                        TURNER CORE GROWTH SUBACCOUNT    BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                        ------------------------------   ----------------------------------------
                           2000        1999      1998       2000          1999             1998
                        -----------  --------  --------  ------------  -----------  ----------------
                                                                  
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .          --         --        --          --            --             --
 Outside Trusts.  . .   $  52,832    $19,328   $ 2,231    $ 92,935      $ 16,354        $14,444
 Interest income on
  policy loans. . . .          --         --        --          --            --             --
                        ---------    -------   -------    --------      --------        -------
Total investment
 income . . . . . . .      52,832     19,328     2,231      92,935        16,354         14,444
Expenses:
 Mortality and expense
  risks . . . . . . .       2,215      1,139       565       4,973         2,166          1,158
                        ---------    -------   -------    --------      --------        -------
Net investment income      50,617     18,189     1,666      87,962        14,188         13,286
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains .      20,969     26,736     2,780      13,902        11,526            600
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (120,040)    23,628    22,686     (35,201)      122,734          8,581
                        ---------    -------   -------    --------      --------        -------
Net realized and
 unrealized gain
 (loss) on investments    (99,071)    50,364    25,466     (21,299)      134,260          9,181
                        ---------    -------   -------    --------      --------        -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $ (48,454)   $68,553   $27,132    $ 66,663      $148,448        $22,467
                        =========    =======   =======    ========      ========        =======




See accompanying notes.

                                      163



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                         FRONTIER CAPITAL APPRECIATION SUBACCOUNT    EMERGINNG MARKETS EQUITY SUBACCOUNT
                                        -----------------------------------------    ------------------------------------
                                            2000            1999          1998           2000          1999         1998*
                                        --------------  -------------  ------------  -------------  -----------  -----------
                                                                                               
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I            --             --            --      $  63,791      $ 15,636       $  1
 Outside Trusts.  . . . . . . . . . .     $ 133,836       $ 13,028       $12,832             --            --         --
 Interest income on policy loans. . .            --             --            --             --            --         --
                                          ---------       --------       -------      ---------      --------       ----
Total investment income . . . . . . .       133,836         13,028        12,832         63,791        15,636          1
Expenses:
 Mortality and expense risks  . . . .         3,700          4,257        13,446          5,200           466         --
                                          ---------       --------       -------      ---------      --------       ----
Net investment income (loss). . . . .       130,136          8,771          (614)        58,591        15,170          1
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses)  . . . .        68,311        (59,550)       23,061         19,902         1,838         (1)
 Net unrealized appreciation
  (depreciation) during the period  .      (175,994)        89,369          (840)      (571,486)       92,713        (48)
                                          ---------       --------       -------      ---------      --------       ----
Net realized and unrealized gain
 (loss) on investments  . . . . . . .      (107,683)        29,819        22,221       (551,584)       94,551        (49)
                                          ---------       --------       -------      ---------      --------       ----
Net increase (decrease) in net assets
 resulting from operations  . . . . .     $  22,453       $ 38,590       $21,607      $(492,993)     $109,721       $(48)
                                          =========       ========       =======      =========      ========       ====







                             BOND INDEX SUBACCOUNT        SMALL/MID CAP CORE SUBACCOUNT
                        --------------------------------  ------------------------------
                         2000      1999          1998*      2000        1999      1998*
                        --------  --------  ------------  ----------  --------  -----------
                                                              
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $ 7,273   $ 2,971      $ 296      $ 22,843    $ 6,699    $    --
 Outside Trusts.  . .        --        --         --            --         --         --
 Interest income on
  policy loans. . . .        --        --         --            --         --         --
                        -------   -------      -----      --------    -------    -------
Total investment
 income . . . . . . .     7,273     2,971        296        22,843      6,699         --
Expenses:
 Mortality and expense
  risks . . . . . . .       561       270         11         1,051        335         48
                        -------   -------      -----      --------    -------    -------
Net investment income
 (loss) . . . . . . .     6,712     2,701        285        21,792      6,364        (48)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .      (607)   (1,613)       (26)        1,505      1,093     (1,957)
 Net unrealized
  appreciation
  (depreciation)
  during the period .     6,100    (1,753)      (147)      (13,928)     4,719      1,888
                        -------   -------      -----      --------    -------    -------
Net realized and
 unrealized gain
 (loss) on investments    5,493    (3,366)      (173)      (12,423)     5,812        (69)
                        -------   -------      -----      --------    -------    -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $12,205   $  (665)     $ 112      $  9,369    $12,176    $  (117)
                        =======   =======      =====      ========    =======    =======





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

See accompanying notes.

                                      164



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                                                LARGE CAP
                                                                               AGGRESSIVE
                                                       CLIFTON ENHANCED US       GROWTH
                        HIGH YIELD BOND SUBACCOUNT      EQUITY SUBACCOUNT      SUBACCOUNT
                        ---------------------------   ---------------------   -------------
                          2000       1999     1998*      2000       1999**       2000***
                        ----------  --------  ------  -----------  ---------  -------------
                                                            
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .   $  84,101   $ 3,011   $  50         --          --       $  36
 Outside Trusts.  . .          --        --      --    $ 3,328      $1,435          --
 Interest income on
  policy loans. . . .          --        --      --         --          --          --
                        ---------   -------   -----    -------      ------       -----
Total investment
 income . . . . . . .      84,101     3,011      50      3,328       1,435          36
Expenses:
 Mortality and expense
  risks . . . . . . .       5,409       220       2        138          61           6
                        ---------   -------   -----    -------      ------       -----
Net investment income      78,692     2,791      48      3,190       1,374          30
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses). . . . . .     (12,114)     (396)   (108)       302          11          (8)
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (188,735)   (1,172)    (19)    (5,562)      1,285        (616)
                        ---------   -------   -----    -------      ------       -----
Net realized and
 unrealized gain
 (loss) on investments   (200,849)   (1,568)   (127)    (5,260)      1,296        (624)
                        ---------   -------   -----    -------      ------       -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .   $(122,157)  $ 1,223   $ (79)   $(2,070)     $2,670       $(594)
                        =========   =======   =====    =======      ======       =====







                        FUNDAMENTAL   AIM V.I.    FIDELITY VIP   FIDELITY VIP II
                           GROWTH       VALUE        GROWTH        CONTRAFUND
                         SUBACCOUNT   SUBACCOUNT   SUBACCOUNT      SUBACCOUNT
                        -----------  -----------  ------------  -----------------
                          2000***      2000***      2000***          2000***
                        -----------  -----------  ------------  -----------------
                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I  . .    $ 1,361      $   241           --              --
 Outside Trusts.  . .         --           --           --              --
 Interest income on
  policy loans. . . .         --           --           --              --
                         -------      -------        -----           -----
Total investment
 income . . . . . . .      1,361          241           --              --
Expenses:
 Mortality and expense
  risks . . . . . . .         10           11        $   6           $  12
                         -------      -------        -----           -----
Net investment income
 (loss) . . . . . . .      1,351          230           (6)            (12)
Net realized and
 unrealized
 (loss) on
 investments:
 Net realized (losses)       (10)         (11)          (7)             (4)
 Net unrealized
  (depreciation)
  during the period .     (1,226)      (1,068)        (525)           (366)
                         -------      -------        -----           -----
Net realized and
 unrealized
 (loss) on investments    (1,236)      (1,079)        (532)           (370)
                         -------      -------        -----           -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations . . . . .    $   115      $  (849)       $(538)          $(382)
                         =======      =======        =====           =====





 -------------------------
   * From May 1, 1998 (commencement of operations).
  ** From May 1, 1999 (commencement of operations).
 *** From April 24, 2000 (commencement of operations).

See accompanying notes.

                                      165



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                   JANUS ASPEN  JANUS ASPEN
                                     GLOBAL      WORLDWIDE        MFS NEW
                                   TECHNOLOGY     GROWTH      DISCOVERY SERIES
                                   SUBACCOUNT   SUBACCOUNT       SUBACCOUNT
                                   -----------  -----------  ------------------
                                    2000****     2000****         2000***
                                   -----------  -----------  ------------------
                                                    
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I  . . . . . . . . . . .         --          --              --
 Outside Trust.  . . . . . . . .    $    24       $   1              --
 Interest income on policy loans         --          --              --
                                    -------       -----            ----
Total investment income  . . . .         24           1              --
Expenses:
 Mortality and expense risks . .          8           8            $ 19
                                    -------       -----            ----
Net investment income (loss) . .         16          (7)            (19)
Net realized and unrealized gain
 (loss) on investments:
 Net realized (losses) . . . . .        (99)        (71)             (7)
 Net unrealized appreciation
  (depreciation) during the
  period . . . . . . . . . . . .     (1,649)       (717)            197
                                    -------       -----            ----
Net realized and unrealized gain
 (loss) on investments . . . . .     (1,748)       (788)            190
                                    -------       -----            ----
Net increase (decrease) in net
 assets resulting from operations   $(1,732)      $(795)           $171
                                    =======       =====            ====





 -------------------------
 *** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

                                      166



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF CHANGES IN NET ASSETS

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                  LARGE CAP GROWTH SUBACCOUNT                   ACTIVE BOND SUBACCOUNT
                                            ----------------------------------------   -----------------------------------------
                                                2000          1999          1998           2000           1999           1998
                                            -------------  ------------  ------------  --------------  ------------  --------------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income. . . . . . . . . .   $  6,287,826   $ 6,329,395   $ 2,820,359   $   5,332,953   $ 5,481,982    $ 5,578,813
 Net realized gains (losses). . . . . . .      1,809,410     1,146,308       433,509      (1,058,175)     (388,883)      (142,628)
 Net unrealized appreciation
  (depreciation) during the period. . . .    (17,039,660)      320,087     4,558,660       3,862,398    (5,439,148)      (102,600)
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . .     (8,942,424)    7,795,790     7,812,528       8,137,176      (346,049)     5,333,585
From policyholder transactions:
 Net premiums from policyholders. . . . .     16,225,070    10,950,682     6,922,934      26,218,788    11,668,600     10,038,753
 Net benefits to policyholders. . . . . .     (8,421,666)   (5,776,293)   (3,869,320)    (17,903,281)   (7,543,864)    (7,974,328)
 Net increase in policy loans . . . . . .        407,961            --            --         620,295            --             --
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . .      8,211,365     5,174,389     3,053,614       8,935,802     4,124,736      2,064,425
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase (decrease) in net assets . .       (731,059)   12,970,179    10,866,142      17,072,978     3,778,687      7,398,010
Net assets at beginning of period . . . .     44,028,437    31,058,258    20,192,116      80,889,582    77,110,895     69,712,885
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net assets at end of period . . . . . . .   $ 43,297,378   $44,028,437   $31,058,258   $  97,962,560   $80,889,582    $77,110,895
                                            ============   ===========   ===========   =============   ===========    ===========







                                                  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). . . . . . . . .   $   322,155   $   200,569   $   734,599   $   581,967   $  527,624    $   (8,233)
 Net realized gains. . . . . . . . . . . . . .        76,586        62,140        52,891       159,388       48,210        21,741
 Net unrealized appreciation (depreciation)
  during the
  period . . . . . . . . . . . . . . . . . . .    (1,706,468)    1,295,768        13,239    (2,654,137)   1,125,829       204,674
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets resulting
 from operations . . . . . . . . . . . . . . .    (1,307,727)    1,558,477       800,729    (1,912,782)   1,701,663       218,182
From policyholder transactions:
 Net premiums from policyholders . . . . . . .     2,208,528     1,634,643     1,489,281     4,738,730    1,398,160       891,480
 Net benefits to policyholders . . . . . . . .    (1,307,479)   (1,119,500)   (1,357,312)     (956,063)    (390,180)     (269,586)
 Net increase in policy loans. . . . . . . . .       110,023            --            --            --           --            --
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets resulting from
 policyholder transactions . . . . . . . . . .     1,011,072       515,143       141,969     3,782,667    1,007,980       621,894
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets. . . . .      (296,655)     2073,620       942,698     1,869,885    2,709,643       840,076
Net assets at beginning of period. . . . . . .     7,180,994     5,107,374     4,164,676     4,511,934    1,802,291       962,215
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net assets at end of period. . . . . . . . . .   $ 6,884,339   $ 7,180,994   $ 5,107,374   $ 6,381,819   $4,511,934    $1,802,291
                                                 ===========   ===========   ===========   ===========   ==========    ==========




See accompanying notes.

                                      167



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                          GLOBAL BALANCED SUBACCOUNT                MID CAP GROWTH SUBACCOUNT
                                        -------------------------------   --------------------------------------------
                                          2000       1999        1998         2000           1999            1998
                                        ---------  ----------  ---------  -------------  ------------     ------------
                                                                                        
Increase (decrease) in net assets from
 operations:
 Net investment income. . . . . . . .   $  7,198   $  15,944   $ 11,414   $  2,182,817   $  1,338,175       $  125,061
 Net realized gains (losses). . . . .     (3,641)      1,061      1,050      1,892,763        420,826           26,192
 Net unrealized appreciation
  (depreciation) during the period. .    (21,945)     (8,559)    12,294    (11,690,290)     4,283,452          193,946
                                        --------   ---------   --------   ------------   ------------       ----------
Net increase (decrease) in net assets
 resulting from operations. . . . . .    (18,388)      8,446     24,758     (7,614,710)     6,042,453          345,199
From policyholder transactions:
 Net premiums from policyholders. . .     75,380     115,573    150,466     13,112,643      7,041,199          772,359
 Net benefits to policyholders. . . .    (83,639)   (133,983)   (50,204)    (4,430,561)      (947,660)        (211,806)
Net increase (decrease) in policy
 loans. . . . . . . . . . . . . . . .         --          --         --             --             --               --
                                        --------   ---------   --------   ------------   ------------       ----------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions . . . . . . . . . . . .     (8,259)    (18,410)   100,262      8,682,082      6,093,539          560,553
                                        --------   ---------   --------   ------------   ------------       ----------
Net increase (decrease) in net assets    (26,647)     (9,964)   125,020      1,067,372     12,135,992          905,752
Net assets at beginning of period . .    200,368     210,332     85,312     13,609,574      1,473,582          567,830
                                        --------   ---------   --------   ------------   ------------       ----------
Net assets at end of period . . . . .   $173,721   $ 200,368   $210,332   $ 14,676,946   $ 13,609,574       $1,473,582
                                        ========   =========   ========   ============   ============       ==========







                                              LARGE CAP VALUE SUBACCOUNT                  MONEY MARKET SUBACCOUNT
                                        --------------------------------------   ------------------------------------------
                                           2000          1999          1998          2000           1999            1998
                                        ------------  ------------  -----------  -------------  -------------  ---------------
                                                                                             
Increase (decrease) in net assets
 from operations:
 Net investment income. . . . . . . .   $   693,327   $   474,149   $  169,876   $  1,290,563   $  1,143,104    $  2,139,937
 Net realized gains (losses). . . . .       (47,306)      123,242       68,953             --             --              --
 Net unrealized appreciation
  (depreciation) during the period. .       854,807      (499,454)      64,132             --             --              --
                                        -----------   -----------   ----------   ------------   ------------    ------------
Net increase  in net assets
 resulting from operations. . . . . .     1,500,828        97,937      302,961      1,290,563      1,143,104       2,139,937
From policyholder transactions:
 Net premiums from policyholders. . .     7,024,748     5,449,922    2,321,440     26,609,851     16,733,655      55,692,824
 Net benefits to policyholders. . . .    (1,798,175)   (1,059,147)    (528,449)   (22,265,301)   (46,642,184)    (22,850,788)
 Net increase (decrease) in policy
  loans . . . . . . . . . . . . . . .            --            --           --         77,509             --        (198,682)
                                        -----------   -----------   ----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder
 transactions . . . . . . . . . . . .     5,226,573     4,390,775    1,792,991      4,422,059    (29,908,529)     32,643,354
                                        -----------   -----------   ----------   ------------   ------------    ------------
Net increase (decrease) in net assets     6,727,401     4,488,712    2,095,932      5,712,622    (28,765,425)     34,783,291
Net assets at beginning of period . .     8,268,787     3,774,075    1,678,123     20,503,106     49,268,531      14,485,240
                                        -----------   -----------   ----------   ------------   ------------    ------------
Net assets at end of period . . . . .   $14,990,188   $ 8,262,787   $3,774,075   $ 26,215,728   $ 20,503,106    $ 49,268,531
                                        ===========   ===========   ==========   ============   ============    ============




See accompanying notes.



                                      168



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                                 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 . . . . . . . . .   $  824,979   $     2,457   $   19,063   $   570,559   $   810,295    $    66,339
 Net realized gains (losses) . . . . . .      (47,013)     (547,518)      74,634      (136,669)       16,952         33,249
 Net unrealized appreciation
  (depreciation) during the period . . .      853,987       657,486     (944,401)       (2,663)     (590,295)       126,465
                                           ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations . . . . . . .    1,631,953       112,425     (850,704)      431,227       236,952        226,053
From policyholder transactions:
 Net premiums from policyholders . . . .    2,895,543     2,086,192    5,639,732     1,474,342     1,533,102      1,812,713
 Net benefits to policyholders . . . . .     (830,119)   (3,546,814)    (775,357)   (1,536,191)   (1,200,248)    (1,214,489)
 Net increase (decrease) in policy loans           --            --           --            --            --             --
                                           ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions   2,065,424    (1,460,622)   4,864,375       (61,849)      332,854        598,224
                                           ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets. .    3,697,377    (1,348,197)   4,013,671       369,378       569,806        824,277
Net assets at beginning of period. . . .    4,701,632     6,049,829    2,036,158     5,486,044     4,916,238      4,091,961
                                           ----------   -----------   ----------   -----------   -----------    -----------
Net assets at end of period. . . . . . .   $8,399,009   $ 4,701,632   $6,049,829   $ 5,855,422   $ 5,486,044    $ 4,916,238
                                           ==========   ===========   ==========   ===========   ===========    ===========





                                                REAL ESTATE EQUITY SUBACCOUNT                GROWTH & INCOME SUBACCOUNT
                                           ---------------------------------------   ------------------------------------------
                                              2000          1999          1998           2000           1999            1998
                                           ------------  ------------  ------------  -------------  -------------  ---------------
                                                                                                 
Increase (decrease) in net assets
 from operations:
 Net investment income . . . . . . . . .   $   465,264   $   255,391   $   327,346   $ 44,427,885   $ 35,556,691    $ 26,835,871
 Net realized gains (losses) . . . . . .      (159,205)     (168,994)      158,205     18,300,286      5,502,422       3,223,935
 Net unrealized appreciation
  (depreciation) during the period . . .       919,904      (220,380)   (1,546,717)   (96,829,044)     2,405,417      32,918,552
                                           -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations . . . . . . .     1,225,963      (133,983)   (1,061,166)   (34,100,873)    43,464,530      62,978,358
From policyholder transactions:
 Net premiums from policyholders . . . .     1,762,038       968,627     3,382,263     31,462,247     34,593,082      35,108,834
 Net benefits to policyholders . . . . .    (1,130,179)   (2,335,552)   (1,663,696)   (71,685,409)   (34,650,911)    (29,649,984)
 Net increase (decrease) in policy loans       114,851            --        (1,103)     1,310,472             --       3,672,137
                                           -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions      746,710    (1,366,925)    1,717,464    (38,912,690)       (57,829)      9,130,987
                                           -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets. .     1,972,673    (1,500,908)      656,298    (73,013,563)    43,406,701      72,109,345
Net assets at beginning of period. . . .     4,030,100     5,531,008     4,874,710    340,500,097    297,093,396     224,984,051
                                           -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period. . . . . . .   $ 6,002,773   $ 4,030,100   $ 5,531,008   $267,486,534   $340,500,097    $297,093,396
                                           ===========   ===========   ===========   ============   ============    ============



See accompanying notes.

                                      169



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                    MANAGED SUBACCOUNT                 SHORT-TERM BOND SUBACCOUNT
                        ------------------------------------------   -------------------------------
                            2000           1999           1998         2000       1999         1998
                        -------------  -------------  -------------  ---------  ----------  -----------
                                                                          
Increase (decrease) in
 net assets
 from operations:
 Net investment income  $ 11,092,640   $ 10,302,317   $  9,624,999   $ 15,494   $  14,042    $ 24,670
 Net realized gains
  (losses). . . . . .      1,551,519        996,546        791,245     (2,287)     (8,638)        265
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (12,278,637)    (2,108,530)     6,629,458      6,756      (2,442)     (4,247)
                        ------------   ------------   ------------   --------   ---------    --------
Net increase in net
 assets
 resulting from
 operations . . . . .        365,522      9,190,333     17,045,702     19,963       2,962      20,688
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     12,192,565     13,430,282     13,116,210    167,135     109,732     420,697
 Net benefits to
  policyholders . . .    (19,842,234)   (14,305,859)   (14,539,301)   (69,043)   (370,270)    (71,999)
 Net increase in
  policy loans. . . .        630,955             --      1,134,137         --          --          --
                        ------------   ------------   ------------   --------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions . . . .     (7,018,714)      (875,577)      (288,954)    98,092    (260,538)    348,698
                        ------------   ------------   ------------   --------   ---------    --------
Net increase
 (decrease) in net
 assets . . . . . . .     (6,653,192)     8,314,756     16,756,748    118,055    (257,576)    369,386
Net assets at
 beginning of period.    119,129,419    110,814,663     94,057,915    238,913     496,489     127,103
                        ------------   ------------   ------------   --------   ---------    --------
Net assets at end of
 period . . . . . . .   $112,476,227   $119,129,419   $110,814,663   $356,968   $ 238,913    $496,489
                        ============   ============   ============   ========   =========    ========





                                                  SMALL CAP EQUITY SUBACCOUNT        INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                                              ------------------------------------   ---------------------------------------
                                                 2000         1999         1998         2000          1999           1998
                                              -----------  -----------  -----------  ------------  ------------  -------------
                                                                                               
Increase (decrease) in net assets
 from operations:
 Net investment income. . . . . . . . . . .   $  297,508   $   61,905   $      822   $   564,716   $   223,214    $   11,862
 Net realized gains (losses). . . . . . . .     (110,857)     (33,134)      29,257       348,813       155,412        33,474
 Net unrealized appreciation (depreciation)
  during the period . . . . . . . . . . . .     (668,463)    (148,401)    (105,331)   (2,497,504)      387,412       272,314
                                              ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . . .     (481,812)    (119,630)     (75,252)   (1,583,975)      766,038       317,650
From policyholder transactions:
 Net premiums from policyholders. . . . . .    1,608,648    1,483,922    1,644,666     9,284,275     2,354,681     3,814,201
 Net benefits to policyholders. . . . . . .     (452,404)    (447,402)    (270,585)     (469,272)   (3,673,500)     (339,134)
 Net increase (decrease) in policy loans. .           --           --           --            --            --            --
                                              ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from policyholder transactions .    1,156,242    1,036,520    1,374,081     8,815,003    (1,318,819)    3,475,067
                                              ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets . . .      674,430      916,890    1,298,829     7,231,028      (552,781)    3,792,717
Net assets at beginning of period . . . . .    3,467,392    2,550,502    1,251,673     3,628,943     4,181,724       389,007
                                              ----------   ----------   ----------   -----------   -----------    ----------
Net assets at end of period . . . . . . . .   $4,141,822   $3,467,392   $2,550,502   $10,859,971   $ 3,628,943    $4,181,724
                                              ==========   ==========   ==========   ===========   ===========    ==========



See accompanying notes.

                                      170



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                               EQUITY INDEX SUBACCOUNT                GLOBAL BOND SUBACCOUNT
                        --------------------------------------   ---------------------------------
                           2000          1999          1998         2000        1999         1998
                        ------------  ------------  -----------  -----------  ----------  -----------
                                                                        
Increase (decrease) in
 net assets
 from operations:
 Net investment income  $ 2,141,880   $   529,375   $  158,126   $   57,408   $  33,778    $ 17,649
 Net realized gains
  (losses). . . . . .       485,643       271,978      443,879      (14,302)       (151)      3,991
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (8,035,375)    1,282,937      585,673       63,359     (52,953)      4,308
                        -----------   -----------   ----------   ----------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .    (5,407,852)    2,084,290    1,187,678      106,465     (19,326)     25,948
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    43,728,519     6,697,385    4,822,053      396,099     696,619     381,024
 Net benefits to
  policyholders . . .    (2,630,030)   (1,623,429)    (885,493)    (192,421)   (317,999)    (83,865)
 Net increase
  (decrease) in policy
  loans . . . . . . .            --            --           --           --          --          --
                        -----------   -----------   ----------   ----------   ---------    --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    41,098,489     5,073,956    3,936,560      203,678     378,620     297,159
                        -----------   -----------   ----------   ----------   ---------    --------
Net increase  in net
 assets . . . . . . .    35,690,637     7,158,246    5,124,238      310,143     359,294     323,107
Net assets at
 beginning of period     14,406,079     7,247,833    2,123,595      829,718     470,424     147,317
                        -----------   -----------   ----------   ----------   ---------    --------
Net assets at end of
 period . . . . . . .   $50,096,716   $14,406,079   $7,247,833   $1,139,861   $ 829,718    $470,424
                        ===========   ===========   ==========   ==========   =========    ========





                                                            BRANDES INTERNATIONAL EQUITY
                         TURNER CORE GROWTH SUBACCOUNT               SUBACCOUNT
                        -------------------------------   --------------------------------
                          2000        1999       1998        2000        1999        1998
                        ----------  ---------  ---------  -----------  ---------  -----------
                                                                
Increase (decrease) in
 net assets
 from operations:
 Net investment income  $  50,617   $ 18,189   $  1,666   $   87,962   $ 14,188    $ 13,286
 Net realized gains .      20,969     26,736      2,780       13,902     11,526         600
 Net unrealized
  appreciation
  (depreciation)
  during the period .    (120,040)    23,628     22,686      (35,201)   122,734       8,581
                        ---------   --------   --------   ----------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     (48,454)    68,553     27,132       66,663    148,448      22,467
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     192,556    109,802     39,070      616,308    152,629     141,892
 Net benefits to
  policyholders . . .     (31,415)   (45,555)    (9,835)     (39,267)   (31,332)    (34,941)
 Net increase
  (decrease) in policy
  loans . . . . . . .          --         --         --           --         --          --
                        ---------   --------   --------   ----------   --------    --------
 Net increase  in net
  assets resulting
  from
  policyholder
  transactions. . . .     161,141     64,247     29,235      577,041    121,297     106,951
                        ---------   --------   --------   ----------   --------    --------
Net increase in net
 assets . . . . . . .     112,687    132,800     56,367      643,704    269,745     129,418
Net assets at
 beginning of period.     257,807    125,007     68,640      525,502    255,757     126,339
                        ---------   --------   --------   ----------   --------    --------
Net assets at end of
 period . . . . . . .   $ 370,494   $257,807   $125,007   $1,169,206   $525,502    $255,757
                        =========   ========   ========   ==========   ========    ========



See accompanying notes.

                                      171



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                                  FRONTIER CAPITAL APPRECIATION SUBACCOUNT    EMERGING MARKETS EQUITY SUBACCOUNT
                                                 -----------------------------------------    -----------------------------------
                                                    2000           1999            1998           2000          1999        1998*
                                                 ------------  --------------  -------------  -------------  -----------  ---------
                                                                                                        
Increase (decrease) in net assets from
 operations:
 Net investment income (loss). . . . . . . . .    $ 130,136     $     8,771     $     (614)    $   58,591     $ 15,170      $  1
 Net realized gains (losses) . . . . . . . . .       68,311         (59,550)        23,061         19,902        1,838        (1)
 Net unrealized appreciation (depreciation)
  during the period. . . . . . . . . . . . . .     (175,994)         89,369           (840)      (571,486)      92,713       (48)
                                                  ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets resulting
 from
 operations. . . . . . . . . . . . . . . . . .       22,453          38,590         21,607       (492,993)     109,721       (48)
From policyholder transactions:
 Net premiums from policyholders . . . . . . .      219,803         103,675      2,465,299      1,133,676      336,277       784
 Net benefits to policyholders . . . . . . . .     (179,523)     (2,221,410)      (227,386)      (337,143)      (8,915)       (7)
 Net increase in policy loans. . . . . . . . .           --              --             --             --           --        --
                                                  ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets resulting
 from policyholder transactions. . . . . . . .       40,280      (2,117,735)     2,237,913        796,533      327,362       777
                                                  ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets. . . . .       62,733      (2,079,145)     2,259,520        303,540      437,083       729
Net assets at beginning of period. . . . . . .      453,983       2,533,128        273,608        437,812          729        --
                                                  ---------     -----------     ----------     ----------     --------      ----
Net assets at end of period. . . . . . . . . .    $ 516,716     $   453,983     $2,533,128     $  741,352     $437,812      $729
                                                  =========     ===========     ==========     ==========     ========      ====





                            BOND INDEX SUBACCOUNT         SMALL /MID CAP CORE SUBACCOUNT
                        -----------------------------   --------------------------------
                          2000       1999      1998*      2000        1999         1998*
                        ---------  ---------  --------  ----------  ----------  ------------
                                                              
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .   $  6,712   $  2,701   $   285   $ 21,792    $  6,364     $    (48)
 Net realized gains
  (losses). . . . . .       (607)    (1,613)      (26)     1,505       1,093       (1,957)
 Net unrealized
  appreciation
  (depreciation)
  during the period .      6,100     (1,753)     (147)   (13,928)      4,719        1,888
                        --------   --------   -------   --------    --------     --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     12,205       (665)      112      9,369      12,176         (117)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    196,240     80,921    16,730    479,768      44,493       52,673
 Net benefits to
  policyholders . . .    (16,742)   (20,596)   (2,293)    (6,951)    (12,003)     (19,857)
 Net increase in
  policy loans. . . .         --         --        --         --          --           --
                        --------   --------   -------   --------    --------     --------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    179,498     60,325    14,437    472,817      32,490       32,816
                        --------   --------   -------   --------    --------     --------
Net increase in net
 assets . . . . . . .    191,703     59,660    14,549    482,186      44,666       32,699
Net assets at
 beginning of period.     74,209     14,549        --     77,365      32,699           --
                        --------   --------   -------   --------    --------     --------
Net assets at end of
 period . . . . . . .   $265,912   $ 74,209   $14,549   $559,551    $ 77,365     $ 32,699
                        ========   ========   =======   ========    ========     ========




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

See accompanying notes.

                                      172



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                       YEARS AND PERIODS ENDED DECEMBER 31,





                           HIGH YIELD BOND SUBACCOUNT      CLIFTON ENHANCED US EQUITY SUBACCOUNT
                        --------------------------------   --------------------------------------
                           2000       1999       1998*           2000                 1999**
                        -----------  --------  ----------  ------------------  --------------------
                                                                
Increase (decrease) in
 net assets from
 operations:
 Net investment income  $   78,692   $ 2,791   $      48        $ 3,190              $ 1,374
 Net realized gains
  (losses). . . . . .      (12,114)     (396)       (108)           302                   11
 Net unrealized
  appreciation
  (depreciation)
  during the period .     (188,735)   (1,172)        (19)        (5,562)               1,285
                        ----------   -------   ---------        -------              -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .     (122,157)    1,223         (79)        (2,070)               2,670
From policyholder
 transactions:
 Net premiums from
  policyholders . . .    1,514,684    69,375     108,274         16,541               15,505
 Net benefits to
  policyholders . . .      (88,711)       --    (102,742)        (9,351)                  --
 Net increase in
  policy loans  . . .           --        --          --             --                   --
                        ----------   -------   ---------        -------              -------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .    1,425,973    69,375       5,532          7,190               15,505
                        ----------   -------   ---------        -------              -------
Net increase in net
 assets . . . . . . .    1,303,816    70,598       5,453          5,120               18,175
Net assets at
 beginning of period.       76,051     5,453          --         18,175                   --
                        ----------   -------   ---------        -------              -------
Net assets at end of
 period . . . . . . .   $1,379,867   $76,051   $   5,453        $23,295              $18,175
                        ==========   =======   =========        =======              =======







                        LARGE CAP
                        AGGRESSIVE  FUNDAMENTAL    AIM V.I.   FIDELITY VIP
                          GROWTH       GROWTH       VALUE        GROWTH        FIDELITY VIP II
                        SUBACCOUNT  SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    CONTRAFUNDSUBACCOUNT
                        ----------  ------------  ----------  ------------  ----------------------
                         2000***      2000***      2000***      2000***            2000***
                        ----------  ------------  ----------  ------------  ----------------------
                                                             
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .    $   30     $     1,351    $   230      $   (6)            $   (12)
 Net realized (losses)       (8)            (10)       (11)         (7)                 (4)
 Net unrealized
  (depreciation)
  during the period .      (616)         (1,226)    (1,068)       (525)               (366)
                         ------     -----------    -------      ------             -------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .      (594)            115       (849)       (538)               (382)
From policyholder
 transactions:
 Net premiums from
  policyholders . . .     2,528       9,264,914     12,213       5,160              13,880
 Net benefits to
  policyholders . . .        --      (9,251,776)    (6,072)       (394)             (6,991)
 Net increase in
  policy loans. . . .        --              --         --          --                  --
                         ------     -----------    -------      ------             -------
Net increase in net
 assets resulting from
 policyholder
 transactions . . . .     2,528          13,138      6,141       4,766               6,889
                         ------     -----------    -------      ------             -------
Net increase in net
 assets . . . . . . .     1,934          13,253      5,292       4,228               6,507
Net assets at
 beginning of period.        --              --         --          --                  --
                         ------     -----------    -------      ------             -------
Net assets at end of
 period . . . . . . .    $1,934     $    13,253    $ 5,292      $4,228             $ 6,507
                         ======     ===========    =======      ======             =======





 -------------------------
   * From May 1, 1998 (commencement of operations).
  ** From May 1, 1999 (commencement of operations).
*** From April 24, 2000 (commencement of operations).

See accompanying notes.

                                      173



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                           JANUS ASPEN       JANUS ASPEN           MFS NEW
                        GLOBAL TECHNICAL   WORLDWIDE GROWTH       DISCOVERY
                           SUBACCOUNT         SUBACCOUNT      SERIES SUBACCOUNT
                        -----------------  ----------------  -------------------
                            2000****           2000****            2000***
                        -----------------  ----------------  -------------------
                                                    
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss). . . . . . .       $    16            $   (7)            $    (19)
 Net realized (losses)          (99)              (71)                  (7)
 Net unrealized
  appreciation
  (depreciation)
  during the period .        (1,649)             (717)                 197
                            -------            ------             --------
Net increase
 (decrease) in net
 assets resulting from
 operations . . . . .        (1,732)             (795)                 171
From policyholder
 transactions:
 Net premiums from
  policyholders . . .         5,487             5,929               37,394
 Net benefits to
  policyholders . . .            --              (470)             (18,758)
 Net increase in
  policy loans. . . .            --                --                   --
                            -------            ------             --------
Net increase in net
 assets resulting
 from policyholder
 transactions . . . .         5,487             5,459               18,636
                            -------            ------             --------
Net increase in net
 assets . . . . . . .         3,755             4,664               18,807
Net assets at
 beginning of period.            --                --                   --
                            -------            ------             --------
Net assets at end of
 period . . . . . . .       $ 3,755            $4,664             $ 18,807
                            =======            ======             ========





 -------------------------
  *** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

                                      174



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 2000

1.  ORGANIZATION

John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Mutual Life Insurance Company (JHMLICO or
John Hancock).  John Hancock Variable Life Insurance Account UV was formed to
fund variable life insurance policies (Policies) issued by JHMLICO.  The Account
is operated as a unit investment trust registered under the Investment Company
Act of 1940, as amended, and currently consists of thirty-four subaccounts.  The
assets of each subaccount are invested exclusively in shares of a corresponding
Fund of John Hancock Variable Series Trust I (the Trust) or Outside Trust.  New
subaccounts may be added as new Funds are added to the Trust or to Outside
Trust, or as other investment options are developed, and made available to
policyholders.  The thirty-four Funds of the Trust and Outside Trust 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, 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, Bond Index, Small/Mid Cap CORE, High Yield Bond, Clifton
Enhanced US Equity, Large Cap Aggressive Growth, Fundamental Growth (formerly,
Fundamental Mid Cap Growth), AIM V.I. Value, Fidelity VIP Growth,  Fidelity VIP
II Contrafund, Janus Aspen Global Technology, Janus Aspen Worldwide Growth, and
MFS New Discovery Series subaccounts.  Each Fund has a different investment
objective.

The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other policy benefits.  Additional assets are held
in JHMLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.

The assets of the Account are the property of JHMLICO.  The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHMLICO may conduct.

2.  SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 Trust and of Outside Trust are valued at the
reported net asset values of the respective Funds.  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 Fund shares are
determined on the basis of identified cost.

                                      175



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FEDERAL INCOME TAXES

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

EXPENSES

JHMLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account.  Additionally, a monthly charge at varying levels for the
cost of extra insurance is deducted from the net assets of the Account.

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

POLICY LOANS

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

3.  TRANSACTIONS WITH AFFILIATES

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

Certain officers of the Account are officers and directors of JHMLICO or the
Fund.

                                      176



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at December 31, 2000 were as
follows:




SUBACCOUNT                    SHARES OWNED      COST          VALUE
-----------------------------------------------------------------------
                                                 
Large Cap Growth                2,134,279   $ 49,726,695   $ 40,309,354
Active Bond                     9,220,332     89,132,947     87,068,487
International Equity Index        418,581      7,018,825      6,443,455
Small Cap Growth                  469,884      7,618,520      6,381,819
Global Balanced                    18,730        195,343        173,721
Mid Cap Growth                    940,768     21,821,280     14,676,946
Large Cap Value                 1,042,527     14,485,880     14,990,188
Money Market                    2,396,674     23,979,125     23,979,125
Mid Cap Value                     573,188      7,672,317      8,399,009
Small/Mid Cap Growth              427,288      6,411,225      5,855,422
Real Estate Equity                410,488      5,654,057      5,654,199
Growth & Income                16,464,612    264,186,266    233,488,134
Managed                         7,151,246    101,360,593     98,868,851
Short-Term Bond                    36,191        357,048        356,968
Small Cap Equity                  453,079      5,074,119      4,141,822
International Opportunities       916,359     12,702,732     10,859,971
Equity Index                    2,839,312     56,110,489     50,096,716
Global Bond                       109,624      1,123,879      1,139,861
Turner Core Growth                 21,099        436,949        370,494
Brandes International Equity       78,208      1,075,621      1,169,206
Frontier Capital
Appreciation                       29,955        570,395        516,716
Emerging Markets              110,662,958      1,220,174        741,352
Bond Index                         27,296        261,716        265,912
Small/Mid Cap CORE                 57,007        566,872        559,551
High Yield Bond                   182,888      1,569,793      1,379,867
Clifton Enhanced U.S.
Equity                              1,427         27,572         23,295
Large Cap Aggressive
Growth                                203          2,550          1,934
Fundamental Growth                  1,059         14,479         13,253
AIM V.I. Value                        194          6,361          5,292
Fidelity VIP Growth                    97          4,753          4,228
Fidelity VIP II Contrafund            275          6,874          6,507
Janus Aspen Global
Technology                            573          5,404          3,755
Janus Aspen Worldwide
Growth                                127          5,380          4,664
MFS New Discovery Series            1,132         18,610         18,807




                                      177



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  DETAILS OF INVESTMENTS (CONTINUED)

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Subaccounts of the Trust and of Outside Trusts during
2000 were as follows:




SUBACCOUNT                                PURCHASES       SALES
------------------------------------------------------------------
                                                
Large Cap Growth                         $18,258,586   $ 4,179,799
Active Bond                               21,683,388     8,059,756
International Equity Inde                  1,819,131       600,051
Small Cap Growth                           4,728,339       363,705
Global Balanced                               73,877        74,938
Mid Cap Growth                            15,044,085     4,179,188
Large Cap Value                            8,324,134     2,404,233
Money Market                              25,074,870    19,446,917
Mid Cap Value                              3,589,187       698,784
Small/Mid Cap Growth                       1,603,684     1,094,974
Real Estate Equity                         1,807,284       703,801
Growth & Income                           57,305,890    53,160,381
Managed                                   15,768,185    12,350,769
Short-Term Bond                              168,738        55,151
Small Cap Equity                           1,883,002       429,250
International Opportunities               11,983,910     2,604,191
Equity Index                              46,207,986     2,967,617
Global Bond                                  456,473       195,388
Turner Core Growth                           260,382        48,624
Brandes International Equity                 707,500        42,497
Frontier Capital Appreciation                364,918       194,503
Emerging Markets                           1,122,971       267,846
Bond Index                                   332,405       146,196
Small/Mid Cap CORE                           504,485         9,875
High Yield Bond                            1,777,756       273,092
Clifton Enhanced U.S. Equity                  19,876         9,496
Large Cap Aggressive Growth                    2,611            52
Fundamental Growth                            14,558            69
AIM V.I. Value                                 6,455            83
Fidelity VIP Growth                            4,825            65
Fidelity VIP II Contrafund                     6,967            89
Janus Aspen Global Technology.                 5,776           273
Janus Aspen Worldwide Growth                   5,930           479
MFS New Discovery Series                      18,733           116




                                      178



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS

Accumulation shares attributable to net assets of policyholders and accumulation
share values for each Subaccount at December 31, 2000 were as follows:




                                            UV VLI CLASS #1                   UV VLI CLASS #2             UV MVL CLASS #3
                                ------------------------------------------------------------------------------------------------
                                ACCUMULATION        ACCUMULATION         ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                         SHARES           SHARE VALUES            SHARES     SHARE VALUES     SHARES      SHARE VALUES
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Large Cap Growth                  301,994                 $          71         --            --        47,403         $65.04
Active Bond                       301,994                            62    301,994       $ 62.65        19,396          26.01
International Equity Index        301,994                            23         --            --        21,835          22.61
Small Cap Growth                       --                            --         --            --        84,323          16.94
Global Balanced                        --                            --         --            --         6,978          12.01
Mid Cap Growth                         --                            --         --            --       150,842          22.69
Large Cap Value                        --                            --         --            --        69,602          18.15
Money Market                      301,994                            33    301,994         33.36       149,377          19.12
Mid Cap Value                          --                            --         --            --        81,913          17.95
Small/Mid Cap Growth                   --                            --         --            --        27,289          21.50
Real Estate Equity                301,994                            29         --            --        20,927          29.12
Growth & Income                   301,994                           162    301,994        162.20       134,966          58.85
Managed                           301,994                            46         --            --        52,738          39.43
Short-Term Bond                        --                            --         --            --         5,572          16.94
Small Cap Equity                       --                            --         --            --        38,204          11.15
International Opportunities            --                            --         --            --        34,841          13.75
Equity Index                           --                            --         --            --       266,104          20.84
Global Bond                            --                            --         --            --        23,292          13.54
Turner Core Growth                     --                            --         --            --         4,834          23.25
Brandes International Equity           --                            --         --            --        19,563          17.87
Frontier Capital  Appreciation         --                            --         --            --         2,760          22.59
Emerging Markets Equity                --                            --         --            --        17,441           7.62
Bond Index                             --                            --         --            --         5,016          11.49
Small/Mid Cap CORE                     --                            --         --            --         3,381          11.19
High Yield Bond                        --                            --         --            --        31,917           8.95
Clifton Enhanced US Equity             --                            --         --            --         1,965          11.85
Large Cap Aggressive Growth            --                            --         --            --            --             --
Fundamental Growth                     --                            --         --            --            --             --
AIM V.I. Value                         --                            --         --            --            --             --
Fidelity VIP Growth                    --                            --         --            --            --             --
Fidelity VIP II Contrafund             --                            --         --            --            --             --
Janus Aspen Global
Technology                             --                            --         --            --            --             --
Janus Aspen Worldwide
Growth                                 --                            --         --            --            --             --
MFS New Discovery Series               --                            --         --            --            --             --




                                      179



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS (CONTINUED)




                                           UV FLEX CLASS #4                 UV FLEX II CLASS #5           UV FLEX CLASS #9
                                ------------------------------------------------------------------------------------------------
                                ACCUMULATION        ACCUMULATION         ACCUMULATION  ACCUMULATION  ACCUMULATION   ACCUMULATION
SUBACCOUNT                         SHARES           SHARE VALUES            SHARES     SHARE VALUES     SHARES      SHARE VALUES
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Large Cap Growth                   355,536                $       65.04     27,727        $65.04        2,052          $28.09
Active Bond                      1,688,399                        26.01     12,973         26.01           --           15.25
International Equity Index          151,89                        22.61     11,943         22.61           --              --
Small Cap Growth                   240,785                        16.94     35,289         16.94           --           17.00
Global Balanced                      3,671                        12.01      3,495         12.01           --           12.05
Mid Cap Growth                     417,189                        22.69     45,217         22.69           --           22.77
Large Cap Value                    681,933                        18.15     44,769         18.15           --           18.22
Money Market                       639,493                        19.12      9,562         19.12           --           13.91
Mid Cap Value                      325,982                        17.95     30,538         17.95           --           18.01
Small/Mid Cap Growth               225,097                        21.50      9,052         21.50           --           21.61
Real Estate Equity                 109,667                        29.11      8,662         29.11           --           19.07
Growth & Income                  1,397,476                        58.85     72,875         58.85        3,195           26.87
Managed                          1,120,465                        39.43     34,455         39.42           --           20.90
Short-Term Bond                     14,895                        13.94      3,097         13.94           --           14.01
Small Cap Equity                   290,429                        11.15     26,171         11.15           --           11.19
International Opportunities        711,861                        13.75     13,887         13.75        4,650           13.79
Equity Index                     1,994,107                        20.84     71,508         20.84           --           20.91
Global Bond                         47,066                        13.54      9,112         13.54           --           13.58
Turner Core Growth                  11,094                        23.25         --         23.25           --           25.11
Brandes International Equity        34,475                        17.87        525         17.87           --           17.72
Frontier Capital  Appreciation      14,908                        22.59        275         22.59        4,318           24.40
Emerging Markets Equity             62,103                         7.62      7,993          7.62           --            7.62
Bond Index                          17,515                        11.49        279         11.49          131           11.50
Small/Mid Cap CORE                  30,190                        11.19      1,187         11.19          619           11.20
High Yield Bond                    119,207                         8.95      2,037          8.95          150            8.96
Clifton Enhanced US Equity              --                        11.85         --         11.85           --           15.66
Large Cap Aggressive Growth             --                           --         --            --           --            8.15
Fundamental Growth                      --                           --         --            --           --           10.29
AIM V.I. Value                          --                           --         --            --           --            8.43
Fidelity VIP Growth                     --                           --         --            --           --            9.00
Fidelity VIP II Contrafund              --                           --         --            --           --            9.64
Janus Aspen Global
Technology                              --                           --         --            --           --            6.75
Janus Aspen Worldwide
Growth                                  --                           --         --            --           --            8.33
MFS New Discovery Series                --                           --         --            --           --           10.01




                                      180



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS (CONTINUED)




                                   UV FLEX CLASS #7                   UV FLEX CLASS #8
                        --------------------------------------------------------------------
                        ACCUMULATION        ACCUMULATION         ACCUMULATION   ACCUMULATION
SUBACCOUNT                 SHARES           SHARE VALUES            SHARES      SHARE VALUES
--------------------------------------------------------------------------------------------
                                                                   
Large Cap Growth           19,225                 $       27.90     15,279         $28.00
Active Bond                16,904                         15.14      5,716          15.20
International Equity
 Index                     16,614                         14.38      6,359          14.43
Small Cap Growth           13,382                         16.92      2,435          16.96
Global Balanced               306                         12.00         --          12.02
Mid Cap Growth             18,928                         22.66     13,296          22.72
Large Cap Value            16,837                         18.13     11,888          18.17
Money Market               39,349                         13.82     41,887          13.86
Mid Cap Value              25,905                         17.93        739          17.97
Small/Mid Cap Growth        5,259                         21.47      5,994          21.54
Real Estate Equity            994                         18.94         --          18.90
Growth & Income            76,640                         26.69     31,028          26.78
Managed                    18,772                         20.76     11,996          20.83
Short-Term Bond             1,913                         13.92         --          13.96
Small Cap Equity           14,147                         11.14      2,300          11.17
International
 Opportunities             15,888                         13.73      8,391          13.76
Equity Index               43,161                         20.82     28,088          20.87
Global Bond                 4,702                         13.52         --          13.55
Turner Core Growth             --                         24.98         --          25.05
Brandes International
 Equity                       723                         17.63     10.258          17.67
Frontier Capital
  Appreciation                 --                         24.46        225          24.34
Emerging Markets
 Equity                        --                          7.63      8,858           7.61
Bond Index                     --                         11.51        194          11.49
Small/Mid Cap CORE             --                         11.22     14,619          11.19
High Yield Bond                --                          8.97        829           8.95
Clifton Enhanced US
 Equity                        --                         15.69         --          15.64
Large Cap Aggressive
 Growth                        --                          8.15        238           8.14
Fundamental Growth             --                         10.30      1,288          10.29
AIM V.I. Value                 --                          8.43        628           8.42
Fidelity VIP Growth            --                          9.00        470           9.00
Fidelity VIP II
 Contrafund                    --                          9.65        675           9.64
Janus Aspen Global
 Technology                    --                          6.75        556           6.75
Janus Aspen Worldwide
 Growth                        --                          8.33        560           8.33
MFS New Discovery
 Series                        --                         10.02      1,879          10.01




                                      181



                   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.................................      29            Option A; Option B; Option M............      14
account value...........................       7            optional extra death benefit feature....      15
attained age............................       9            owner...................................       5
beneficiary.............................      39            partial withdrawal......................      13
business day............................      29            partial withdrawal charge...............       9
changing Option A or B..................      16            payment options.........................      17
changing the Sum Insured................      16            Planned Premium.........................       6
charges.................................       9            policy anniversary......................      30
Code....................................      35            policy year.............................      30
cost of insurance rates.................       8            premium; premium payment................       5
date of issue...........................      30            prospectus..............................       3
death benefit...........................       5            receive; receipt........................      19
deductions..............................       8            reinstate; reinstatement................       7
enhanced cash value rider...............      16            sales charges...........................       8
expenses of the Series Funds............       9            SEC.....................................       2
fixed investment option.................      29            Separate Account UV.....................      29
full surrender..........................      13            Series Funds............................       2
funds...................................       2            Servicing Office........................       2
grace period............................       7            special loan account....................      14
insurance charge........................       9            subaccount..............................      29
insured person..........................       5            Sum Insured.............................      14
investment options......................       1            surrender...............................       5
John Hancock............................      29            surrender value.........................      13
lapse...................................       7            Target Premium..........................       8
loan....................................      13            tax considerations......................      35
loan interest...........................      13            telephone transfers.....................      20
maximum premiums........................       6            transfers of account value..............      12
Minimum Initial Premium.................      30            variable investment options.............       1
minimum insurance amount................      15            we; us..................................      29
minimum premiums........................       5            withdrawal..............................      13
modified endowment contract.............      36            withdrawal charges......................       9
monthly deduction date..................      31            you; your...............................       5
mortality and expense risk charge.......       9


                                      182



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

                     UNDERTAKING REGARDING INDEMNIFICATION

      Pursuant to Article 8 of John Hancock's Bylaws and Chapter 156B, Section
67 of the Massachusetts Business Corporation Law, John Hancock indemnifies each
director, former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

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

                       CONTENTS OF REGISTRATION STATEMENT

      This Registration Statement comprises the following Papers and Documents:

      The facing sheet.

      The prospectus containing 182 pages.




      The undertaking to file reports.

      The undertaking regarding indemnification.

      The signatures.

      The following exhibits:

I.A. (1)    John Hancock Board Resolution establishing the separate account
            incorporated by reference to Post-Effective Amendment No. 3 to
            (File No. 33-63842) Form S-6 Registration Statement, filed March
            5, 1996.

     (2)    Not Applicable

     (3)    (a) Form of Distribution Agreement by and among Signator Investors
                Inc., (formerly known as "John Hancock Distributors, Inc.",)
                John Hancock Life Insurance Company (formerly known as "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 Exhibit 1.A.(3)(a)
                above.

     (4)    Not Applicable

     (5)    Form of flexible premium variable life insurance policy,
            incorporated by reference to the initial registration statement
            filed on August 16, 2001 to this File (File 333-67744).


     (6)    Restated Articles of Organization and Restated and Amendment of By-
            Laws are incorporated by reference from Form S-6 to Post-Effective
            Amendment No. 10 (File 333-76662), filed on March 7, 2001.

     (7)    Not Applicable.

     (8)    (a) Participation Agreement Among Variable Insurance Products Fund
                II, Fidelity Distributors Corporation and John Hancock Mutual
                Life Insurance Company, filed in Post-Effective Amendment No. 1
                to file No. 333-81127, filed May 4, 2000.

            (b) Participation Agreement Among Variable Insurance Products Fund,
                Fidelity Distributors Corporation and John Hancock Mutual Life
                Insurance Company, filed in Post-Effective Amendment No. 1 to
                file No. 333-81127, filed May 4, 2000.

            (c) Participation Agreement Among MFS Variable Insurance Trust, John
                Hancock Mutual life Insurance Company and Massachusetts
                Financial Services Company, filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (d) Participation Agreement By And Among AIM Variable Insurance
                Funds, Inc., AIM Distributors, Inc., John Hancock Mutual Life
                Insurance Company and Certain Of Its Affiliated Insurance
                Companies, Each On Behalf Of Itself And Its Separate Accounts,
                And John Hancock Funds, Inc., filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (e) Participation Agreement between Janus Aspen Series, Janus
                Capital Corp., and John Hancock Variable Life Insurance Company,
                incorporated by reference to File 333-425, filed on Form S-6 on
                November 1, 2000.

     (9)    Not Applicable.

     (10)   Form of application for Policy, incorporated by reference to the
            initial registration File on August 16, 2001 to this File (File
            333-67744).

     (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, filed
    herewith

4.  Not Applicable

5.  Not Applicable

6.  Opinion and consent of actuary incorporated by reference to the initial
    registration statement filed on August 16, 2001 to this File (File 333-
    67744).

7.  Consent of independent auditors, filed herewith

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

9.  Power of attorney for David F. D'Alessandro, Foster L. Aborn, I. MacAllister
    Booth, Wayne A. Budd, John M. Connors, Jr., John De Ciccio, Robert E. Fast,
    Kathleen Foley Feldstein, Nelson F. Gifford, Michael C. Hawley, Edward H.
    Linde, Judith A. McHale, R. Robert Popeo, Richard F. Syron and Robert J.
    Tarr are incorporated by reference to the initial registration statement
    filed on August 16, 2001 to this File (File 333-67744). Power of attorney
    for Thomas P. Glynn, incorporated by reference to the initial registration
    statement to File No. 333-70734, filed on October 2, 2001.





      Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Life Insurance Company has duly caused this Pre-Effective Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, and attested, all in the City of Boston and
Commonwealth of Massachusetts on the 24th day of October, 2001.

                            On behalf of the Registrant

                     By John Hancock Life Insurance Company
                                  (Depositor)





                                 By        /s/ DAVID F. D'ALESSANDRO
                                           ---------------------------------
                                               David F. D'Alessandro
                                               Chairman, President and Chief
                                               Executive Officer


Attest:    /s/ RONALD J. BOCAGE
           ----------------------
           Ronald J. Bocage
            Vice President and Counsel



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

SIGNATURE                     TITLE                              DATE
---------                     -----                              ----
/s/ THOMAS E. MOLONEY         Executive Vice President and
    ----------------------    Chief Financial Officer
    Thomas E. Moloney         (Principal Financial Officer
                              and Principal Accounting
                                Officer)                        October 24, 2001

                              Chairman, President and Chief
                               Executive Officer
/s/ DAVID F. D'ALESSANDRO     (Principal Executive Officer)
    ------------------------
    David F. D'Alessandro                                       October 24, 2001
    for himself and as Attorney-in-Fact FOR:

Foster L. Aborn                          Director
I. MacAllister Booth                     Director
Wayne A. Budd                            Director
John M. Connors, Jr.                     Director
John M. DeCiccio                         Director
Robert E. Fast                           Director
Kathleen Foley Feldstein                 Director
Nelson F. Gifford                        Director
Thomas P. Glynn                          Director
Michael C. Hawley                        Director
Edward H. Linde                          Director
Judith A. McHale                         Director
R. Robert Popeo                          Director
Richard F. Syron                         Director
Robert J. Tarr, Jr.                      Director