As filed with the Securities and Exchange Commission on February 13, 2002

                                             Registration No. 333-73444
                                                              ---------
________________________________________________________________________________


                    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 FEBRUARY __, 2002

- --------------------------------------------------------------------------------
                     MAJESTIC VARIABLE ESTATE PROTECTION 98
- --------------------------------------------------------------------------------

    a flexible premium variable life survivorship 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 ...................................................     SSgA Funds Management, Inc.
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 Dean Witter 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:

      o     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.

      o     Behind the Basic Information section are illustrations of
            hypothetical policy benefits that help clarify how the policy works.
            These start on page 23.

      o     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 32.

      o     Behind the Additional Information section are the financial
            statements for John Hancock and Separate Account UV. These start on
            page 47.

      o     Finally, there is an Alphabetical Index of Key Words and Phrases at
            the back of the prospectus on page 188.

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
- --------                                                      -----------------
o What is the policy? ........................................         5
o Who owns the policy? .......................................         5
o How can I invest money in the policy? ......................         5
o Is there a minimum amount I must invest? ...................         7
o How will the value of my investment in the policy change
  over time? .................................................         8
o What charges will John Hancock deduct from my investment
  in the policy? .............................................         9
o What charges will the Series Funds deduct from my
  investment in the policy? ..................................        11
o What other charges could John Hancock impose in the
  future? ....................................................        13
o How can I change my policy's investment allocations? .......        14
o How can I access my investment in the policy? ..............        15
o How much will John Hancock pay when the last insured
  person dies? ...............................................        16
o How can I change my policy's insurance coverage? ...........        18
o Can I cancel my policy after it's issued? ..................        19
o Can I choose the form in which John Hancock pays out
  policy proceeds? ...........................................        19
o To what extent can John Hancock vary the terms and
  conditions of its policies in particular cases? ............        20
o How will my policy be treated for income tax purposes? .....        21
o How do I communicate with John Hancock? ....................        21


                                       4



WHAT IS THE POLICY?

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

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

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

      o     Borrow or withdraw amounts you have in the investment options

      o     Change the beneficiary who will receive the death benefit

      o     Change the amount of insurance

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

      o     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 40. Also, we may refuse to accept any amount of an additional
premium if:

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

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

In no event, however, will we refuse to accept any premium necessary to prevent
the policy or the guaranteed minimum death benefit feature from terminating. We
reserve the right to limit premium payments above the amount of cumulative
Guaranteed Minimum Death Benefit Premiums (whether or not the guaranteed minimum
death benefit feature described on page 7 is in effect).

Ways to pay premiums

      If you pay premiums by check or money order, they must be drawn on a U.S.
bank in U.S. dollars and made payable to "John Hancock 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:

      o     by wire or by exchange from another insurance company,

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

      o     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.


                                       6



IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

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

Lapse and reinstatement

      Either your entire policy or the Additional Sum Insured portion of your
Total Sum Insured can terminate (i.e., "lapse") for failure to pay charges due
under the policy. If the guaranteed minimum death benefit feature is in effect,
only the Additional Sum Insured, if any, can lapse. If the guaranteed minimum
death benefit feature is not in effect, the entire policy can lapse. In either
case, if the policy's surrender value is not sufficient to pay the charges on a
monthly deduction date, we will notify you of how much you will need to pay to
keep any Additional Sum Insured or the policy in force. You will have a 61 day
"grace period" to make that payment. If you don't pay at least the required
amount by the end of the grace period, the Additional Sum Insured or your policy
will lapse. If your policy lapses, all coverage under the policy will cease.
Even if the policy or the Additional Sum Insured terminates in this way, you can
still reactivate (i.e., "reinstate") it within 1 year from the beginning of the
grace period. You will have to provide evidence that the surviving insured
persons still meet our requirements for issuing coverage. You will also have to
pay a minimum amount of premium and be subject to the other terms and conditions
applicable to reinstatements, as specified in the policy. If the guaranteed
minimum death benefit is not in effect and the last surviving insured person
dies during the grace period, we will deduct any unpaid monthly charges from the
death benefit. During such a grace period, you cannot make a partial withdrawal
or policy loan.

Guaranteed minimum death benefit feature

      This feature is available only if the insured persons meet certain
underwriting requirements and only if you've elected death benefit Option A (see
"How much will John Hancock pay when the last insured person dies?" on page 16).
The feature guarantees that your Basic Sum Insured will not lapse during the
first 10 policy years, regardless of adverse investment performance, if both of
the following are true:

      o     any Additional Sum Insured under the policy is not scheduled to
            exceed the Basic Sum Insured at any time (see "How much will John
            Hancock pay when the last insured person dies?" on page 16), and

      o     on each monthly deduction date during that 10 year period the amount
            of cumulative premiums you have paid accumulated at 4% (less all
            withdrawals from the policy accumulated at 4%) equals or exceeds the
            sum of all


                                       7



            Guaranteed Minimum Death Benefit Premiums due to date accumulated at
            4%.

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

      No GMDB Premium will ever be greater than the so-called "guideline
premium" for the policy as defined in Section 7702 of the Internal Revenue Code.
Also, the GMDB Premiums may change in the event of any change in the Additional
Sum Insured of the policy or any change in the death benefit option (see "How
much will John Hancock pay when the last insured person dies?" on page 16).

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

      The guaranteed minimum death benefit feature applies only to the Basic Sum
Insured. It does not apply to any amount of Additional Sum Insured (see "How
much will John Hancock pay when the last insured person dies?" on page 16).

      The guaranteed minimum death benefit feature will cease to apply on the
policy anniversary nearest the 100th birthday of the younger insured person
(whether or not such insured person is then alive). Also, the feature cannot be
reinstated after that policy anniversary.

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

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

      From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" beginning on page 36.)

      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


                                       8



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

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

      o     the amount you invested,

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

      o     minus all charges we deduct, and

      o     minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed beginning on page 37.

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

Deductions from premium payments

o     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.

o     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.

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

o     Sales charge--A charge to help defray our sales costs. The charge for
      premiums paid in the first policy year is 30% of premiums paid up to the
      Target Premium, and 3.5% of premiums paid in excess of the Target Premium.
      The charge for premiums paid after the first policy year up to the Target
      Premium is 15% in policy years 2 through 5, 10% in policy years 6 through
      10, up to 4% (currently 3%) in policy years 11 through 20, and up to 3%
      (currently 0%) thereafter. The charge for premiums paid after the first
      policy year in excess of the Target Premium is 3.5% in policy years 2
      through 10, 3% in policy years 11 through 20, and up to 3% (currently 0%)
      thereafter. If the younger of the insured persons is age 71 or older when
      the policy is issued, there will be no sales charges deducted from
      premiums paid after the eleventh policy year. Because policies


                                       9



      of this type were first offered in 2001, the foregoing waiver and the
      lower current rates after policy year 10 are not yet applicable to any
      policy. The "Target Premium" is determined at the time the policy is
      issued and will appear in the "Policy Specifications" section of the
      policy.

o     Optional enhanced cash value rider charge--A charge imposed if you elect
      this rider. The charge is 2% of the total premium paid in the first policy
      year that does not exceed the Target Premium.

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

Deductions from account value

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

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

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

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

o     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 .60%.


                                       10



o     Guaranteed minimum death benefit charge--A monthly charge beginning in the
      eleventh policy year if the guaranteed minimum death benefit feature is
      elected to extend beyond the first ten policy years. This charge is
      currently 1(cent) per $1,000 of Basic Sum Insured at issue and is
      guaranteed not to exceed 3(cent) per $1,000 of Basic Sum Insured at issue.
      Because policies of this type were first offered in 2001, this charge is
      not yet applicable to any policy at the current rate.

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

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

o     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.



                                                                                                     ------------    Total Fund
                                                                                                      Total Fund     Operating
                                                     Investment  Distribution and  Other Operating    Operating       Expenses
                                                     Management      Service        Expenses With    Expenses With     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%
                                                                                                     ------------



                                       11





                                                                                                     ------------    Total Fund
                                                                                                      Total Fund     Operating
                                                     Investment  Distribution and  Other Operating    Operating       Expenses
                                                     Management      Service        Expenses With    Expenses With     Absent
Fund Name                                               Fee       (12b-1) Fees      Reimbursement    Reimbursement  Reimbursement
- ---------                                            ----------  ----------------  ---------------   -------------  -------------
                                                                                                        
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%
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

                                       12



            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 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.


                                       13



      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. Transfers under the dollar cost averaging program would not
be counted toward any such limit.

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

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

o     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.

o     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.

Dollar cost averaging

      This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of


                                       14



investing most of your money at a time when market prices are high. Obviously,
the success of this strategy depends on market trends and is not guaranteed.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

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

Partial withdrawals

      You may make a partial withdrawal of your surrender value at any time.
Each partial withdrawal must be at least $1,000. There is a charge (usually $20)
for each partial withdrawal. We will automatically reduce the account value of
your policy by the amount of the withdrawal and the related charge. Each
investment option will be reduced in the same proportion as the account value is
then allocated among them. We will not permit a partial withdrawal if it would
cause your account value to fall below 3 months' worth of monthly charges (see
"Deductions from account value" on page 10). We also reserve the right to refuse
any partial withdrawal that would cause the policy's Total Sum Insured to fall
below $1,000,000. Any partial withdrawal (other than a Terminated ASI Withdrawal
Amount, as described below) will reduce your death benefit under any of the
death benefit options (see "How much will John Hancock pay when the last insured
person dies?" on page 16) and under the guaranteed death benefit feature (see
page 7). Under Option A, such a partial withdrawal will reduce the Total Sum
Insured. Under Option B, such a partial withdrawal will reduce your account
value. Under the guaranteed death benefit feature, such a partial withdrawal
will reduce the Basic Sum Insured. A "Terminated ASI Withdrawal Amount" is any
partial withdrawal made while there is an Additional Sum Insured under the
policy that later lapses as described on page 7. The total of all Terminated ASI
Withdrawal Amounts cannot exceed the Additional Sum Insured in effect
immediately before the Additional Sum Insured lapses.

Policy loans

      You may borrow from your policy at any time 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 determined as follows:

      o     We first determine the account value of your policy.

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

      o     We then multiply the resulting amount by 1.00% in policy years 1
            through 20 and .50% thereafter.


                                       15



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

      The minimum amount of each loan is $1,000. The interest charged on any
loan is an effective annual rate of 5% in the first 20 policy years and 4.5%
thereafter. Accrued interest will be added to the loan daily and will bear
interest at the same rate as the original loan amount. The amount of the loan is
deducted from the investment options in the same proportion as the account value
is then allocated among them and is placed in a special loan account. This
special loan account will earn interest at an effective annual rate of 4.0%.
However, if we determine that a loan will be treated as a taxable distribution
because of the differential between the loan interest rate and the rate being
credited on the special loan account, we reserve the right to decrease the rate
credited on the special loan account to a rate that would, in our reasonable
judgement, result in the transaction being treated as a loan under Federal tax
law.

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

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

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

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

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

      In your application for the policy, you will tell us how much life
insurance coverage you want on the lives of the insured persons. This is called
the "Total Sum Insured." Total Sum Insured is composed of the Basic Sum Insured
and any Additional Sum Insured you elect. The only limitation on how much
Additional Sum Insured you can have is that it generally cannot exceed 400% of
the Basic Sum Insured. There are a number of factors you should consider in
determining whether to elect coverage in the form of Basic Sum Insured or in the
form of Additional Sum Insured. These factors are discussed under "Basic Sum
Insured vs. Additional Sum Insured" on page 35.

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

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

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


                                       16



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

Optional extra death benefit feature

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

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

      o     We will then subtract your Total Sum Insured.

      Any excess is the optional extra death benefit for the remainder of that
policy year. This feature may result in the Option A death benefit being higher
than the minimum insurance amount. Although there is no special charge for this
feature, your monthly insurance charge will be based on that higher death
benefit amount. Election of this feature must be made in the application for the
policy. If you elect this feature, you must elect the "cash value accumulation
test" for purposes of determining the minimum insurance amount (see below). You
may revoke your election of this feature at any time, but there may be adverse
tax consequences if you do. An "annual processing date" is the first business
day of a policy year.

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. As indicated above, the guideline premium and cash value
corridor test is not available if the optional extra death benefit feature is
elected. Under the guideline premium and cash value corridor test, we compute
the minimum insurance amount each business day by multiplying the account value
on that date by the so-called "corridor factor" applicable on that date. The
corridor factors are derived by applying the guideline premium and cash value
corridor test. The corridor factor starts out at 2.50 for ages at or below 40
and decreases as attained age increases, reaching a low of 1.0 at age 95. A
table showing the factor for each policy year will appear in the policy. Under
the cash value accumulation test, we compute the minimum insurance amount each
business day by multiplying the account value on that date by the so-called
"death benefit factor" applicable on that date. The death benefit factors are
derived by applying the cash value accumulation test. The death benefit factor
decreases as attained age increases. A table showing the factor for each policy
year will appear in the policy. Regardless of which test is applied, the
appropriate factor will be referred to in the policy as the "Required Additional
Death Benefit Factor."


                                       17



      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 40). The guideline premium and cash value
corridor test may be preferable if you want the account value under the policy
to increase without increasing the death benefit as quickly as might otherwise
be required.

Policy split option

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

When the younger insured person reaches 100

      If the policy is still in effect on the policy anniversary nearest the
100th birthday of the younger of the two insured persons, the following things
will happen (whether or not the younger insured person is actually alive on that
policy anniversary):

      o     We will stop deducting any monthly charges and will stop accepting
            any premium payments.

      o     The death benefit will become equal to the account value on the date
            of death. Death benefit Options A and B (as described above) and the
            guaranteed minimum death benefit feature will all cease to apply.

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
nine 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

      The Basic Sum Insured generally cannot be increased after policy issue.
After the first policy year, you may request an increase in the Additional Sum
Insured. However, you will have to provide us with evidence that the surviving
insured persons still meet our requirements for


                                       18



issuing insurance coverage. As to when an approved increase would take effect,
see "Effective date of other policy transactions" on page 37.

Decrease in coverage

      The Basic Sum Insured generally cannot be decreased after policy issue.
After the first policy year, you may request a reduction in the Additional Sum
Insured at any time, but only if:

      o     the remaining Total Sum Insured will be at least $1,000,000, and

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

      We may refuse any decrease in Additional Sum Insured if it would cause the
death benefit to reflect an increase pursuant to the optional extra death
benefit feature. As to when an approved decrease would take effect, see
"Effective date of other policy transactions" on page 37.

Change of death benefit option

      Changes of death benefit option are not permitted under our current
administrative rules. We expect to be able to allow a change from Option B to
Option A in the near future, but that is not guaranteed.

Tax consequences

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

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

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

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

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

      o     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.


                                       19



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:

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

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

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

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

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

      o     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%. If no alternative payment option has been chosen, proceeds will
be paid as a single sum.

Changing a payment option

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

Tax impact

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

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

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


                                       20



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 39. 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 40.

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:

      o     surrenders or partial withdrawals

      o     change of death benefit option

      o     increase or decrease in Total Sum Insured

      o     change of beneficiary


                                       21



      o     election of payment option for policy proceeds

      o     tax withholding elections

      o     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):

      o     loans

      o     transfers of account value among investment options

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

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

Telephone Transactions

      If you complete a special authorization form, you can request loans,
transfers among investment options and changes of allocation among investment
options simply by telephoning us at 1-800-521-1234 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.


                                       22



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

      The following tables illustrate the changes in death benefit, account
value and surrender value of the policy under certain hypothetical circumstances
that we assume solely for this purpose. Each table separately illustrates the
operation of a policy for specified issue ages, premium payment schedule and
Total Sum Insured. The amounts shown are for the end of each policy year and
assume that all of the account value is invested in funds that achieve
investment returns at constant annual rates of 0%, 6% and 12% (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 a male insured person who is 55
years old and a preferred underwriting risk when the policy is issued and for a
female insured person who is 50 years old and a preferred underwriting risk when
the policy is issued.

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

      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 .76%, 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 11. 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 persons' issue ages, sex and underwriting risk
classification, and the Total Sum Insured and annual Planned Premium amount
requested.


                                       23



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING CURRENT CHARGES AND CVAT TEST



                                      Death Benefit                  Surrender Value
                             -------------------------------  -------------------------------
                                  Assuming hypothetical           Assuming hypothetical
End of    Planned Premiums       gross annual return of          gross annual return of
Policy     accumulated at    -------------------------------  -------------------------------
 Year    5% annual interest     0%          6%        12%        0%        6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  ---------  -----------
                                                              
   1            16,768       1,000,000  1,000,000  1,000,000    9,165      9,747      10,329
   2            34,374       1,000,000  1,000,000  1,000,000   21,341     23,221      25,167
   3            52,861       1,000,000  1,000,000  1,000,000   31,726     35,642      39,853
   4            72,271       1,000,000  1,000,000  1,000,000   42,933     49,659      57,174
   5            92,653       1,000,000  1,000,000  1,000,000   53,904     64,245      76,257
   6           114,053       1,000,000  1,000,000  1,000,000   66,069     80,928      98,866
   7           136,524       1,000,000  1,000,000  1,000,000   77,935     98,264     123,770
   8           160,118       1,000,000  1,000,000  1,000,000   89,471    116,254     151,198
   9           184,891       1,000,000  1,000,000  1,000,000  100,645    134,901     181,403
  10           210,904       1,000,000  1,000,000  1,000,000  111,531    154,316     214,776
  11           238,217       1,000,000  1,000,000  1,000,000  123,688    176,160     253,354
  12           266,895       1,000,000  1,000,000  1,000,000  135,812    199,195     296,278
  13           297,008       1,000,000  1,000,000  1,000,000  147,895    223,473     344,020
  14           328,626       1,000,000  1,000,000  1,000,000  159,923    249,042     397,099
  15           361,825       1,000,000  1,000,000  1,000,000  171,888    275,960     456,097
  16           396,684       1,000,000  1,000,000  1,002,434  183,775    304,281     521,649
  17           433,286       1,000,000  1,000,000  1,105,458  195,570    334,065     594,375
  18           471,718       1,000,000  1,000,000  1,215,965  207,258    365,373     675,024
  19           512,072       1,000,000  1,000,000  1,334,813  218,822    398,270     764,447
  20           554,444       1,000,000  1,000,000  1,462,900  230,240    432,821     863,585
  25           800,279       1,000,000  1,000,000  2,285,210  285,683    635,309   1,547,495
  30         1,114,034       1,000,000  1,178,127  3,546,083  327,787    889,727   2,678,019
  35         1,514,473       1,000,000  1,464,096  5,509,489  337,420  1,199,814   4,514,979


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

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


                                       24



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING CURRENT CHARGES AND CVAT TEST



                                      Death Benefit                  Surrender Value
                             -------------------------------  -------------------------------
                                  Assuming Hypothetical           Assuming Hypothetical
End of    Planned Premiums       Gross Annual Return of          Gross Annual Return of
Policy     Accumulated at    -------------------------------  -------------------------------
 Year    5% Annual Interest     0%         6%         12%       0%        6%          12%
- -------  ------------------  ---------  ---------  ---------  -------  ---------  -----------
                                                              
   1            16,768       1,009,164  1,009,746  1,010,328    9,164      9,746      10,328
   2            34,374       1,020,540  1,022,419  1,024,366   21,339     23,218      25,164
   3            52,861       1,031,716  1,035,631  1,039,841   31,716     35,631      39,841
   4            72,271       1,042,910  1,049,631  1,057,142   42,910     49,631      57,142
   5            92,653       1,053,855  1,064,186  1,076,186   53,855     64,186      76,186
   6           114,053       1,065,978  1,080,814  1,098,723   65,978     80,814      98,723
   7           136,524       1,077,778  1,098,059  1,123,506   77,778     98,059     123,506
   8           160,118       1,089,215  1,115,909  1,150,735   89,215    115,909     150,735
   9           184,891       1,100,248  1,134,348  1,180,633  100,248    134,348     180,633
  10           210,904       1,110,954  1,153,480  1,213,568  110,954    153,480     213,568
  11           238,217       1,122,931  1,175,019  1,251,634  122,931    175,019     251,634
  12           266,895       1,134,868  1,197,712  1,293,947  134,868    197,712     293,947
  13           297,008       1,146,758  1,221,611  1,340,966  146,758    221,611     340,966
  14           328,626       1,158,587  1,246,760  1,393,191  158,587    246,760     393,191
  15           361,825       1,170,346  1,273,214  1,451,182  170,346    273,214     451,182
  16           396,684       1,182,018  1,301,018  1,515,553  182,018    301,018     515,553
  17           433,286       1,193,586  1,330,224  1,586,984  193,586    330,224     586,984
  18           471,718       1,205,032  1,360,880  1,666,229  205,032    360,880     666,229
  19           512,072       1,216,333  1,393,035  1,754,118  216,333    393,035     754,118
  20           554,444       1,227,460  1,426,734  1,851,566  227,460    426,734     851,566
  25           800,279       1,280,248  1,621,116  2,523,283  280,248    621,116   1,523,283
  30         1,114,034       1,313,961  1,850,596  3,631,846  313,961    850,596   2,631,846
  35         1,514,473       1,298,384  2,089,481  5,434,445  298,384  1,089,481   4,434,445


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

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


                                       25



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING MAXIMUM CHARGES AND CVAT TEST



                                      Death Benefit                 Surrender Value
                             -------------------------------  -----------------------------
                                  Assuming hypothetical          Assuming hypothetical
End of    Planned Premiums        gross annual return of         gross annual return of
Policy     accumulated at    -------------------------------  -----------------------------
 Year    5% annual interest     0%         6%         12%       0%       6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  -------  -----------
                                                            
   1            16,768       1,000,000  1,000,000  1,000,000    8,844    9,414       9,984
   2            34,374       1,000,000  1,000,000  1,000,000   20,642   22,469      24,365
   3            52,861       1,000,000  1,000,000  1,000,000   30,593   34,380      38,460
   4            72,271       1,000,000  1,000,000  1,000,000   41,312   47,787      55,034
   5            92,653       1,000,000  1,000,000  1,000,000   51,740   61,654      73,186
   6           114,053       1,000,000  1,000,000  1,000,000   63,306   77,495      94,644
   7           136,524       1,000,000  1,000,000  1,000,000   74,515   93,853     118,140
   8           160,118       1,000,000  1,000,000  1,000,000   85,338  110,720     143,858
   9           184,891       1,000,000  1,000,000  1,000,000   95,746  128,088     172,006
  10           210,904       1,000,000  1,000,000  1,000,000  105,701  145,940     202,807
  11           238,217       1,000,000  1,000,000  1,000,000  116,100  165,255     237,569
  12           266,895       1,000,000  1,000,000  1,000,000  125,930  185,048     275,619
  13           297,008       1,000,000  1,000,000  1,000,000  135,118  205,277     317,271
  14           328,626       1,000,000  1,000,000  1,000,000  143,572  225,881     362,873
  15           361,825       1,000,000  1,000,000  1,000,000  151,183  246,793     412,826
  16           396,684       1,000,000  1,000,000  1,000,000  157,833  267,939     467,600
  17           433,286       1,000,000  1,000,000  1,000,000  163,334  289,191     527,710
  18           471,718       1,000,000  1,000,000  1,068,915  167,633  310,548     593,392
  19           512,072       1,000,000  1,000,000  1,160,758  170,523  331,885     664,765
  20           554,444       1,000,000  1,000,000  1,257,304  171,808  353,103     742,217
  25           800,279       1,000,000  1,000,000  1,823,973  144,026  453,195   1,235,155
  30         1,114,034       1,000,000  1,000,000  2,564,807    2,672  520,544   1,936,954
  35         1,514,473              **  1,000,000  3,542,362       **  502,012   2,902,935


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


                                       26



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING MAXIMUM CHARGES AND CVAT TEST



                                      Death Benefit                 Surrender Value
                             -------------------------------  -----------------------------
                                  Assuming hypothetical          Assuming hypothetical
End of    Planned Premiums        gross annual return of         gross annual return of
Policy     accumulated at    -------------------------------  -----------------------------
 Year    5% annual interest     0%         6%         12%       0%       6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  -------  -----------
                                                            
   1            16,768       1,008,844  1,009,413  1,009,984    8,844    9,413       9,984
   2            34,374       1,019,841  1,021,668  1,023,563   20,640   22,466      24,362
   3            52,861       1,030,584  1,034,370  1,038,449   30,584   34,370      38,449
   4            72,271       1,041,289  1,047,760  1,055,003   41,289   47,760      55,003
   5            92,653       1,051,694  1,061,597  1,073,118   51,694   61,597      73,118
   6           114,053       1,063,219  1,077,385  1,094,508   63,219   77,385      94,508
   7           136,524       1,074,365  1,093,658  1,117,887   74,365   93,658     117,887
   8           160,118       1,085,095  1,110,392  1,143,418   85,095  110,392     143,418
   9           184,891       1,095,370  1,127,563  1,171,277   95,370  127,563     171,277
  10           210,904       1,105,141  1,145,132  1,201,642  105,141  145,132     201,642
  11           238,217       1,115,291  1,164,047  1,235,759  115,291  164,047     235,759
  12           266,895       1,124,788  1,183,282  1,272,873  124,788  183,282     272,873
  13           297,008       1,133,541  1,202,746  1,313,183  133,541  202,746     313,183
  14           328,626       1,141,427  1,222,312  1,356,881  141,427  222,313     356,881
  15           361,825       1,148,308  1,241,830  1,404,155  148,308  241,830     404,155
  16           396,684       1,154,032  1,261,126  1,455,201  154,032  261,126     455,201
  17           433,286       1,158,365  1,279,928  1,510,138  158,365  279,928     510,138
  18           471,718       1,161,236  1,298,123  1,569,275  161,236  298,123     569,275
  19           512,072       1,162,392  1,315,399  1,632,752  162,392  315,399     632,752
  20           554,444       1,161,603  1,331,451  1,700,748  161,603  331,451     700,748
  25           800,279       1,117,553  1,378,472  2,112,719  117,553  378,472   1,112,719
  30         1,114,034              **  1,303,219  2,633,989       **  303,219   1,633,989
  35         1,514,473              **         **  3,221,506       **       **   2,221,506


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



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING CURRENT CHARGES AND GPT TEST



                                      Death Benefit                  Surrender Value
                             -------------------------------  -------------------------------
                                  Assuming hypothetical           Assuming hypothetical
End of    Planned Premiums       gross annual return of          gross annual return of
Policy     accumulated at    -------------------------------  -------------------------------
 Year    5% annual interest     0%          6%        12%        0%        6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  ---------  -----------
                                                              
   1            16,768       1,000,000  1,000,000  1,000,000    9,165      9,747      10,329
   2            34,374       1,000,000  1,000,000  1,000,000   21,341     23,221      25,167
   3            52,861       1,000,000  1,000,000  1,000,000   31,726     35,642      39,853
   4            72,271       1,000,000  1,000,000  1,000,000   42,933     49,659      57,174
   5            92,653       1,000,000  1,000,000  1,000,000   53,904     64,245      76,257
   6           114,053       1,000,000  1,000,000  1,000,000   66,069     80,928      98,866
   7           136,524       1,000,000  1,000,000  1,000,000   77,935     98,264     123,770
   8           160,118       1,000,000  1,000,000  1,000,000   89,471    116,254     151,198
   9           184,891       1,000,000  1,000,000  1,000,000  100,645    134,901     181,403
  10           210,904       1,000,000  1,000,000  1,000,000  111,531    154,316     214,776
  11           238,217       1,000,000  1,000,000  1,000,000  123,688    176,160     253,354
  12           266,895       1,000,000  1,000,000  1,000,000  135,812    199,195     296,278
  13           297,008       1,000,000  1,000,000  1,000,000  147,895    223,473     344,020
  14           328,626       1,000,000  1,000,000  1,000,000  159,923    249,042     397,099
  15           361,825       1,000,000  1,000,000  1,000,000  171,888    275,960     456,097
  16           396,684       1,000,000  1,000,000  1,000,000  183,775    304,281     521,657
  17           433,286       1,000,000  1,000,000  1,000,000  195,570    334,065     594,494
  18           471,718       1,000,000  1,000,000  1,000,000  207,258    365,373     675,409
  19           512,072       1,000,000  1,000,000  1,000,000  218,822    398,270     765,294
  20           554,444       1,000,000  1,000,000  1,000,000  230,240    432,821     865,146
  25           800,279       1,000,000  1,000,000  1,635,750  285,683    635,309   1,557,857
  30         1,114,034       1,000,000  1,000,000  2,857,012  327,787    892,698   2,720,964
  35         1,514,473       1,000,000  1,284,431  4,896,459  337,420  1,223,268   4,663,294


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

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


                                       28



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING CURRENT CHARGES AND GPT TEST



                                      Death Benefit                  Surrender Value
                             -------------------------------  -------------------------------
                                  Assuming Hypothetical           Assuming Hypothetical
End of    Planned Premiums       Gross Annual Return of          Gross Annual Return of
Policy     Accumulated at    -------------------------------  -------------------------------
 Year    5% Annual Interest     0%         6%         12%       0%        6%          12%
- -------  ------------------  ---------  ---------  ---------  -------  ---------  -----------
                                                              
   1            16,768       1,009,164  1,009,746  1,010,328    9,164      9,746      10,328
   2            34,374       1,020,540  1,022,419  1,024,366   21,339     23,218      25,164
   3            52,861       1,031,716  1,035,631  1,039,841   31,716     35,631      39,841
   4            72,271       1,042,910  1,049,631  1,057,142   42,910     49,631      57,142
   5            92,653       1,053,855  1,064,186  1,076,186   53,855     64,186      76,186
   6           114,053       1,065,978  1,080,814  1,098,723   65,978     80,814      98,723
   7           136,524       1,077,778  1,098,059  1,123,506   77,778     98,059     123,506
   8           160,118       1,089,215  1,115,909  1,150,735   89,215    115,909     150,735
   9           184,891       1,100,248  1,134,348  1,180,633  100,248    134,348     180,633
  10           210,904       1,110,954  1,153,480  1,213,568  110,954    153,480     213,568
  11           238,217       1,122,931  1,175,019  1,251,634  122,931    175,019     251,634
  12           266,895       1,134,868  1,197,712  1,293,947  134,868    197,712     293,947
  13           297,008       1,146,758  1,221,611  1,340,966  146,758    221,611     340,966
  14           328,626       1,158,587  1,246,760  1,393,191  158,587    246,760     393,191
  15           361,825       1,170,346  1,273,214  1,451,182  170,346    273,214     451,182
  16           396,684       1,182,018  1,301,018  1,515,553  182,018    301,018     515,553
  17           433,286       1,193,586  1,330,224  1,586,984  193,586    330,224     586,984
  18           471,718       1,205,032  1,360,880  1,666,229  205,032    360,880     666,229
  19           512,072       1,216,333  1,393,035  1,754,118  216,333    393,035     754,118
  20           554,444       1,227,460  1,426,734  1,851,566  227,460    426,734     851,566
  25           800,279       1,280,248  1,621,116  2,523,283  280,248    621,116   1,523,283
  30         1,114,034       1,313,961  1,850,596  3,631,846  313,961    850,596   2,631,846
  35         1,514,473       1,298,384  2,089,481  5,434,840  298,384  1,089,481   4,434,840


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

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


                                       29



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING MAXIMUM CHARGES AND GPT TEST



                                      Death Benefit                 Surrender Value
                             -------------------------------  -----------------------------
                                  Assuming hypothetical          Assuming hypothetical
End of    Planned Premiums        gross annual return of         gross annual return of
Policy     accumulated at    -------------------------------  -----------------------------
 Year    5% annual interest     0%         6%         12%       0%       6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  -------  -----------
                                                            
   1            16,768       1,000,000  1,000,000  1,000,000    8,844    9,414       9,984
   2            34,374       1,000,000  1,000,000  1,000,000   20,642   22,469      24,365
   3            52,861       1,000,000  1,000,000  1,000,000   30,593   34,380      38,460
   4            72,271       1,000,000  1,000,000  1,000,000   41,312   47,787      55,034
   5            92,653       1,000,000  1,000,000  1,000,000   51,740   61,654      73,186
   6           114,053       1,000,000  1,000,000  1,000,000   63,306   77,495      94,644
   7           136,524       1,000,000  1,000,000  1,000,000   74,515   93,853     118,140
   8           160,118       1,000,000  1,000,000  1,000,000   85,338  110,720     143,858
   9           184,891       1,000,000  1,000,000  1,000,000   95,746  128,088     172,006
  10           210,904       1,000,000  1,000,000  1,000,000  105,701  145,940     202,807
  11           238,217       1,000,000  1,000,000  1,000,000  116,100  165,255     237,569
  12           266,895       1,000,000  1,000,000  1,000,000  125,930  185,048     275,619
  13           297,008       1,000,000  1,000,000  1,000,000  135,118  205,277     317,271
  14           328,626       1,000,000  1,000,000  1,000,000  143,572  225,881     362,873
  15           361,825       1,000,000  1,000,000  1,000,000  151,183  246,793     412,826
  16           396,684       1,000,000  1,000,000  1,000,000  157,833  267,939     467,600
  17           433,286       1,000,000  1,000,000  1,000,000  163,334  289,191     527,718
  18           471,718       1,000,000  1,000,000  1,000,000  167,633  310,548     593,901
  19           512,072       1,000,000  1,000,000  1,000,000  170,523  331,885     666,928
  20           554,444       1,000,000  1,000,000  1,000,000  171,808  353,103     747,769
  25           800,279       1,000,000  1,000,000  1,369,672  144,026  453,195   1,304,449
  30         1,114,034       1,000,000  1,000,000  2,316,805    2,672  520,544   2,206,481
  35         1,514,473              **  1,000,000  3,809,454       **  502,012   3,628,052


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


                                       30



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $1,000,000 TOTAL SUM INSURED
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $15,969*
      USING MAXIMUM CHARGES AND GPT TEST



                                      Death Benefit                 Surrender Value
                             -------------------------------  -----------------------------
                                  Assuming hypothetical          Assuming hypothetical
End of    Planned Premiums        gross annual return of         gross annual return of
Policy     accumulated at    -------------------------------  -----------------------------
 Year    5% annual interest     0%         6%         12%       0%       6%         12%
- -------  ------------------  ---------  ---------  ---------  -------  -------  -----------
                                                            
   1            16,768       1,008,844  1,009,413  1,009,984    8,844    9,413       9,984
   2            34,374       1,019,841  1,021,668  1,023,563   20,640   22,466      24,362
   3            52,861       1,030,584  1,034,370  1,038,449   30,584   34,370      38,449
   4            72,271       1,041,289  1,047,760  1,055,003   41,289   47,760      55,003
   5            92,653       1,051,694  1,061,597  1,073,118   51,694   61,597      73,118
   6           114,053       1,063,219  1,077,385  1,094,508   63,219   77,385      94,508
   7           136,524       1,074,365  1,093,658  1,117,887   74,365   93,658     117,887
   8           160,118       1,085,095  1,110,392  1,143,418   85,095  110,392     143,418
   9           184,891       1,095,370  1,127,563  1,171,277   95,370  127,563     171,277
  10           210,904       1,105,141  1,145,132  1,201,642  105,141  145,132     201,642
  11           238,217       1,115,291  1,164,047  1,235,759  115,291  164,047     235,759
  12           266,895       1,124,788  1,183,282  1,272,873  124,788  183,282     272,873
  13           297,008       1,133,541  1,202,746  1,313,183  133,541  202,746     313,183
  14           328,626       1,141,427  1,222,312  1,356,881  141,427  222,313     356,881
  15           361,825       1,148,308  1,241,830  1,404,155  148,308  241,830     404,155
  16           396,684       1,154,032  1,261,126  1,455,201  154,032  261,126     455,201
  17           433,286       1,158,365  1,279,928  1,510,138  158,365  279,928     510,138
  18           471,718       1,161,236  1,298,123  1,569,275  161,236  298,123     569,275
  19           512,072       1,162,392  1,315,399  1,632,752  162,392  315,399     632,752
  20           554,444       1,161,603  1,331,451  1,700,748  161,603  331,451     700,748
  25           800,279       1,117,553  1,378,472  2,112,719  117,553  378,472   1,112,719
  30         1,114,034              **  1,303,219  2,633,989       **  303,219   1,633,989
  35         1,514,473              **         **  3,221,506       **       **   2,221,506


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


                                       31



                              ADDITIONAL INFORMATION

      This section of the prospectus provides additional detailed information
that is not contained in the Basic Information section on pages 4 through 22.

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


                                       32



DESCRIPTION OF JOHN HANCOCK

      We are John Hancock Life Insurance Company, a Massachusetts stock life
insuarnce 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


                                       33



separate accounts that we may establish. Subject to applicable law, we have sole
discretion over the investment of assets of the general account and policy
owners do not share in the investment experience of, or have any preferential
claim on, those assets. Instead, we guarantee that the account value allocated
to the fixed investment option will accrue interest daily at an effective annual
rate of at least 4% without regard to the actual investment experience of the
general account.

      Because of exemptive and exclusionary provisions, interests in our fixed
investment option have not been registered under the Securities Act of 1933 and
our general account has not been registered as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests therein are
subject to the provisions of these acts, and we have been advised that the staff
of the SEC has not reviewed the disclosure in this prospectus relating to the
fixed investment option. Disclosure regarding the fixed investment option may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.

PROCEDURES FOR ISSUANCE OF A POLICY

      Generally, the policy is available with a minimum Total Sum Insured at
issue of $1,000,000 and a minimum Basic Sum Insured at issue of $500,000. At the
time of issue, each 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 persons in either the premium
rates or the charges or values under the policy. The illustrations set forth in
this prospectus are sex-distinct and, therefore, may not reflect the rates,
charges, or values that would apply to such policies.

Minimum Initial Premium

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

Commencement of insurance coverage

      After you apply for a policy, it can sometimes take up to several weeks
for us to gather and evaluate all the information we need to decide whether to
issue a policy to you and, if so, what the insured persons' rate classes should
be. After we approve an application for a policy and assign an appropriate
insurance rate class, we will prepare the policy for delivery. We will not pay a
death benefit under a policy unless the policy is in effect when the last
surviving insured person dies (except for the circumstances described under
"Temporary insurance coverage prior to policy delivery" on page 35).

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

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

o     The Minimum Initial Premium is received by us.

o     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.


                                       34



Backdating

      In order to preserve a younger age at issue for one or both of the insured
persons, we can designate a date of issue that is up to 60 days earlier than the
date that would otherwise apply. This is referred to as "backdating" and is
allowed under state insurance laws. Backdating can also be used in certain
corporate-owned life insurance cases involving 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 an insured person's younger age at
issue), but monthly charges begin earlier than would otherwise be the case.
Those monthly charges will be deducted as soon as we receive premiums sufficient
to pay them.

Temporary coverage prior to policy delivery

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

Monthly deduction dates

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

BASIC SUM INSURED VS. ADDITIONAL SUM INSURED

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

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

      Generally, you will incur lower sales charges and have more flexible
coverage with respect to the Additional Sum Insured than with respect to the
Basic Sum Insured. If this is your priority, you may wish to maximize the
proportion of the Additional Sum Insured. However, if your priority is to take
advantage of the guaranteed minimum death benefit feature, the proportion of the
Policy's Total Sum Insured that is guaranteed can be increased by taking out
more coverage as Basic Sum Insured at the time of policy issuance. As stated
earlier in this prospectus, the guaranteed minimum death benefit feature does
not apply if the Additional Sum Insured is scheduled to exceed the Basic Sum
Insured at any time. If such was the case, you would presumably wish to maximize
the proportion of the Additional Sum Insured.

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


                                       35



      Any decision you make to modify the amount of Additional Sum Insured
coverage after issue can have significant tax consequences (see "Tax
Considerations" beginning on page 40).

COMMENCEMENT OF INVESTMENT PERFORMANCE

      Any premium payment processed prior to the twentieth day after the 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 an insured person's continued insurability only after we
have received such evidence and found it satisfactory to us.

      (4) If we receive any premium payment that 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:

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

o     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


                                       36



transfer out of the fixed investment option 61 days or more prior to the policy
anniversary, we will not process that portion of the reallocation, and your
confirmation statement will not reflect a transfer out of the fixed investment
option as to such request. Currently, there is no minimum amount limit on
transfers into the fixed investment option, but we reserve the right to impose
such a limit in the future. We have the right to defer transfers of amounts out
of the fixed investment option for up to six months.

Dollar cost averaging

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

      Once we receive the election in form satisfactory to us at our Life
Servicing Office, transfers will begin on the second monthly deduction date
following its receipt. If you have any questions with respect to this provision,
call 1-800-521-1234.

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

Telephone transfers and policy loans

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

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

Effective date of other policy transactions

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

o     Total Sum Insured decreases

o     Additional Sum Insured increases

o     Change of death benefit option from Option B to Option A, when and if
      permitted by our administrative rules (see "Change of death benefit
      option" on page 19)

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

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

EFFECTS OF POLICY LOANS

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

      The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted


                                       37



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

      Whenever the outstanding loan equals or exceeds your account value, the
policy will terminate 31 days after we have mailed notice of termination to you
(and to any assignee of record at such assignee's last known address) specifying
the amount you must pay to avoid termination, unless a repayment of at least the
amount specified is made within that period. Also, taking out a loan on the
policy increases the risk that the policy may lapse because of the difference
between the interest rate charged on the loan and the interest rate credited to
the special loan account. Policy loans may also result in adverse tax
consequences under certain circumstances (see "Tax considerations" beginning on
page 40).

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

      The sales charges 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 39.) Similarly, administrative expenses not fully covered by
the premium processing, issue and administrative charges 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
$14,000. If you paid $20,000 (i.e., two times the Target Premium amount) in
every other policy year up to the ninth policy year, you would pay total sales
charges of only $9,750. However, delaying the payment of Target Premiums to
later policy years could increase the risk that the guaranteed minimum death
benefit feature will lapse and the account value will be insufficient to pay
monthly policy charges as they come due. As a result, the policy or any
Additional Sum Insured may lapse and eventually terminate. Conversely,
accelerating the payment of Target Premiums to earlier policy years could cause
aggregate premiums paid to exceed the policy's 7-pay premium limit and, as a
result, cause the policy to become a modified endowment, with adverse tax
consequences to you upon receipt of policy distributions. (See "Tax
considerations" beginning on page 40.)

Monthly charges

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

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


                                       38



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, 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.

      The maximum commission payable to a Signator representative for selling a
policy is 65% of the Target Premium paid in the first policy year, 12% of the
Target Premium paid in each of the second through fifth policy years, 7.5% of
the Target Premium paid in each of the sixth 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 3%.

      Representatives with less than four years of service with Signator and
those compensated on


                                       39



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).

      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


                                       40



involving large amounts of outstanding loans, you might find yourself having to
choose between high premium 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 59 1/2.

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

      Moreover, if benefits under a policy are reduced (such as a reduction in
the Total Sum Insured or death benefit or the reduction or cancellation of
certain rider benefits) during the 7 years in which a 7-pay test


                                       41



is being applied, the 7-pay limit will be recalculated based on the reduced
benefits. If the premiums paid to date are greater than the recalculated 7-pay
limit, the policy will become a modified endowment.

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

Corporate and H.R. 10 plans

      The policy may be acquired in connection with the funding of retirement
plans satisfying the qualification requirements of Section 401 of the Code. If
so, the Code provisions relating to such plans and life insurance benefits
thereunder should be carefully scrutinized. We are not responsible for
compliance with the terms of any such plan or with the requirements of
applicable provisions of the Code.

REPORTS THAT YOU WILL RECEIVE

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

      Semiannually we will send you a report containing the financial statements
of 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 a Series Fund's
meeting. Owners of policies may give instructions regarding the election of the
Board of Trustees or Board of Directors of the Series Fund, ratification of the
selection of independent auditors, approval of Series Fund investment advisory
agreements and other matters requiring a shareholder vote. We will furnish
owners with information and forms to enable owners to give voting instructions.

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


                                       42



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:

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

o     Combining or removing investment options

o     Changes in the form of organization of any separate account

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

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

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

WHEN WE PAY POLICY PROCEEDS

General

      We will pay any death benefit, withdrawal, surrender value or loan within
7 days after we receive the last required form or request (and, with respect to
the death benefit, any other documentation that may be required). If we don't
have information about the desired manner of payment within 7 days after the
date we receive documentation of the death of the last surviving insured person,
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 such a challenge, however, beyond certain time limits that are specified in
the policy.


                                       43



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 death of the last surviving
insured person. You may change the beneficiary during that insured person's
lifetime. Such a change requires the consent of any irrevocable named
beneficiary. A new beneficiary designation is effective as of the date you sign
it, but will not affect any payments we make before we receive it. For policies
delivered or issued for delivery in New York, the new beneficiary designation
will take effect as of the date we receive it. If no beneficiary is living when
the last surviving insured person dies, we will pay the insurance proceeds to
the owner or the owner's estate.

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

      Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of John Hancock Life Insurance Company at December 31, 2000
and 1999, and for each of the three years in the period ended December 31, 2000,
and the financial


                                       44



statements of John Hancock Variable Life Insurance Account UV at December 31,
2000 and for each of the periods indicated therein, as set forth in their
reports.  We've included these financial statements in this prospectus and
elsewhere in the registration statement in reliance on Ernst & Young LLP's
reports, 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.


                                       45



            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  (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 and Chief Executive Officer, Thermo Electron
                              Corp. (scientific and industrial instruments)
Robert J. Tarr, Jr. ........  Formerly Chairman, President and Chief Executive
                              Officer, HomeRuns.com (online grocer)


Other Executive Officers
- ------------------------
                           
Thomas E. Moloney ..........  Senior Executive Vice President and 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.
Maureen R. Ford ............  Executive Vice President; Chairman and Chief Executive
                              Officer of John Hancock Funds, Inc.
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.


                                       46



                         UNAUDITED FINANCIAL STATEMENTS

                                       FOR

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                               THIRD QUARTER 2001


                                       47



                       JOHN HANCOCK LIFE INSURANCE COMPANY

                           CONSOLIDATED BALANCE SHEETS



                                                        SEPTEMBER 30
                                                            2001       DECEMBER 31
                                                        (UNAUDITED)       2000
                                                        ------------  -------------
                                                              (IN MILLIONS)
                                                                 
ASSETS
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
 (fair value: September 30--$1,843.6; December
 31--$11,651.2) .....................................    $ 1,855.8      $11,888.6
 Available-for-sale--at fair value
 (cost: September 30--$31,548.9; December
 31--$15,790.3) .....................................     32,465.8       16,023.5
 Trading securities--at fair value
 (cost: September 30--$16.5) ........................         17.0             --
Equity securities:
 Available-for-sale--at fair value
 (cost: September 30--$830.9; December 31--$830.6) ..        859.8        1,094.9
 Trading securities--at fair value
 (cost: September 30--$267.4; December 31--$193.4) ..        249.0          231.6
Mortgage loans on real estate .......................      8,846.4        8,968.9
Real estate .........................................        481.7          519.0
Policy loans ........................................        446.3          428.6
Short-term investments ..............................        147.5          151.9
Other invested assets ...............................      1,251.3        1,353.0
                                                         ---------      ---------
  Total Investments .................................     46,620.6       40,660.0
Cash and cash equivalents ...........................      1,097.3        2,841.2
Accrued investment income ...........................        677.0          585.9
Premiums and accounts receivable ....................        202.9          210.8
Deferred policy acquisition costs ...................      2,490.5        2,388.5
Reinsurance recoverable .............................      3,297.6        2,829.0
Other assets ........................................      2,613.6        2,100.6
Closed block assets--Note 6 .........................     10,103.3        9,710.0
Separate accounts assets ............................     21,890.5       26,454.8
                                                         ---------      ---------
  Total Assets ......................................    $88,993.3      $87,780.8
                                                         =========      =========


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


                                       48



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)



                                                    SEPTEMBER 30
                                                        2001       DECEMBER 31
                                                    (UNAUDITED)       2000
                                                    ------------  -------------
                                                          (IN MILLIONS)
                                                              
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Future policy benefits ...........................   $24,468.3      $22,996.4
Policyholders' funds .............................    17,594.9       15,722.9
Unearned revenue .................................       726.4          671.3
Unpaid claims and claim expense reserves .........       234.5          253.7
Dividends payable to policyholders ...............       137.9          130.8
Short-term debt ..................................       250.3          245.3
Long-term debt ...................................       715.8          534.0
Income taxes .....................................       793.4          428.8
Other liabilities ................................     3,627.1        2,600.7
Closed block liabilities--Note 6 .................    12,273.2       12,035.9
Separate accounts liabilities ....................    21,890.5       26,454.8
                                                     ---------      ---------
  Total Liabilities ..............................    82,712.3       82,074.6
Minority interest ................................       293.6          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 .......................     4,998.1        4,998.9
Retained earnings ................................       588.8          330.1
Accumulated other comprehensive income ...........       390.5           76.9
                                                     ---------      ---------
  Total Shareholder's Equity .....................     5,987.4        5,415.9
                                                     ---------      ---------
  Total Liabilities and Shareholder's Equity .....   $88,993.3      $87,780.8
                                                     =========      =========


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


                                       49



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                       CONSOLIDATED STATEMENTS OF INCOME



                                          THREE MONTHS ENDED      NINE MONTHS ENDED
                                             SEPTEMBER 30           SEPTEMBER 30
                                         --------------------  ----------------------
                                           2001       2000       2001        2000
                                         ---------  ---------  ---------  -----------
                                            (IN MILLIONS)         (IN MILLIONS)
                                                               
REVENUES
Premiums ..............................  $  394.2   $  418.9   $1,266.1    $1,435.8
Universal life and
 investment-type product charges ......     198.8      193.6      555.8       578.9
Net investment income .................     821.9      792.0    2,460.2     2,408.6
Net realized investment and other
 gains (losses), net of related
 amortization of deferred policy
 acquisition costs and amounts
 credited to participating
 pension contractholders ($18.0
 and $(4.6) for the three months
 ended September 30, 2001 and
 2000 and $13.3 and $(7.9) for
 the nine months ended September
 30, 2001 and 2000, respectively) .....     (60.9)      (2.7)     (95.6)       78.7
Investment management revenues,
 commissions and other fees ...........     143.7      180.7      450.2       596.3
Other revenue .........................      52.2        4.7      113.9        12.6
Contribution from the closed
 block -- Note 6 ......................      34.2       39.4       70.9        90.7
                                         --------   --------   --------    --------
 Total revenues .......................   1,584.1    1,626.6    4,821.5     5,201.6
Benefits and Expenses
Benefits to policyholders,
 excluding amounts related to net
 realized investment and other
 gains (losses) credited to
 participating pension
 contractholders ($14.1 and $(4.0)
 for the three months ended
 September 30, 2001 and 2000
 and $15.0 and $(8.7) for the
 nine months ended
 September 30, 2001 and 2000,
 respectively) ........................     925.4      896.4    2,746.3     2,854.0
Other operating costs and
 expenses .............................     344.6      360.1    1,086.0     1,154.0
Amortization of deferred policy
 acquisition costs, excluding
 amounts related to net realized
 investment and other gains
 (losses) ($3.9 and $(0.6) for
 the three months ended September
 30, 2001 and 2000 and $(1.7) and
 $0.8 for the nine months ended
 September 30, 2001 and 2000,
 respectively) ........................      64.0       50.4      193.4       143.8
Dividends to policyholders ............      18.1       26.8       72.0       120.5
                                         --------   --------   --------    --------
  Total benefits and expenses .........   1,352.1    1,333.7    4,097.7     4,272.3
                                         --------   --------   --------    --------
Income before income taxes,
 minority interest and cumulative
 effect of accounting changes .........     232.0      292.9      723.8       929.3
Income taxes ..........................      59.5       90.5      204.8       298.7
                                         --------   --------   --------    --------
Income before minority interest
 and cumulative effect of
 accounting changes ...................     172.5      202.4      519.0       630.6
Minority interest .....................      (4.3)      (1.3)     (17.5)       (4.0)
                                         --------   --------   --------    --------
Income before cumulative effect
 of accounting changes ................     168.2      201.1      501.5       626.6
Cumulative effect of accounting
 changes, net of taxes--Note 1 ........        --         --        7.2          --
                                         --------   --------   --------    --------
Net income ............................  $  168.2   $  201.1   $  508.7    $  626.6
                                         ========   ========   ========    ========


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


                                       50



                      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 JULY 1, 2000 ....................      $10.0    $4,950.6     $ 381.5     $(92.8)        $5,249.3         1.0
Demutualization transaction ................                   10.6                                    10.6
Comprehensive income:
 Net income ................................                              201.1                       201.1
Other comprehensive income, net of tax:
 Net unrealized gains (losses)  ............                                          51.1             51.1
 Foreign currency translation
  adjustment ...............................                                         (11.6)           (11.6)
 Minimum pension liability .................                                          (5.5)            (5.5)
                                                                                                   --------
Comprehensive income .......................                                                          235.1
Dividend paid to parent company ............                             (466.0)                     (466.0)
                                                  -----    --------     -------     ------         --------         ---
BALANCE AT SEPTEMBER 30, 2000 ..............      $10.0    $4,961.2     $ 116.6     $(58.8)        $5,029.0         1.0
                                                  =====    ========     =======     ======         ========         ===

BALANCE AT JULY 1, 2001 ....................      $10.0    $4,998.4     $ 420.6     $310.1         $5,739.1         1.0
Demutualization transaction ................                   (0.3)                                   (0.3)
Comprehensive income:
 Net income ................................                              168.2                       168.2
Other comprehensive income, net of tax:
 Net unrealized gains (losses)  ............                                          70.4             70.4
 Net accumulated gains (losses) on cash
  flow hedges ..............................                                          34.2             34.2
Foreign currency translation adjustment ....                                         (18.2)           (18.2)
                                                                                                   --------
Comprehensive income .......................                                                          254.6
Minority interest ..........................                                          (6.0)            (6.0)
                                                  -----    --------     -------     ------         --------         ---
BALANCE AT SEPTEMBER 30, 2001  .............      $10.0    $4,998.1     $ 588.8     $390.5         $5,987.4         1.0
                                                  =====    ========     =======     ======         ========         ===


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


                                       51



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

                      AND COMPREHENSIVE INCOME (CONTINUED)



                                                                               ACCUMULATED
                                                       ADDITIONAL                 OTHER           TOTAL             SHARES
                                               COMMON   PAID IN     RETAINED   COMPREHENSIVE   SHAREHOLDER'S      OUTSTANDING
                                               STOCK    CAPITAL     EARNINGS      INCOME          EQUITY        (IN THOUSANDS)
                                               ------  ----------  ---------   -------------   -------------    --------------
                                                                            (IN MILLIONS)
                                                                                                    
BALANCE AT JANUARY 1, 2000 .................      --          --   $ 4,782.9      $(29.7)        $4,753.2              --
Demutualization transaction ................   $10.0    $4,961.2    (4,826.9)                       144.3             1.0
Comprehensive income:
 Net income before demutualization .........                            44.0                         44.0
 Net income after demutualization ..........                           582.6                        582.6
                                                                   ---------                     --------
 Net income for the period .................                           626.6                        626.6
Other comprehensive income, net of tax:
 Net unrealized gains (losses) .............                                         6.3              6.3
 Foreign currency translation adjustment ...                                       (18.9)           (18.9)
 Minimum pension liability .................                                       (16.5)           (16.5)
                                                                                                 --------
Comprehensive income .......................                                                        597.5
Dividend paid to parent company ............                          (466.0)                      (466.0)
                                               -----    --------   ---------      ------         --------             ---
BALANCE AT SEPTEMBER 30, 2000 ..............   $10.0    $4,961.2   $   116.6      $(58.8)        $5,029.0             1.0
                                               =====    ========   =========      ======         ========             ===

BALANCE AT JANUARY 1, 2001 .................   $10.0    $4,998.9   $   330.1      $ 76.9         $5,415.9             1.0
Demutualization transaction ................                (0.8)                                    (0.8)
Comprehensive income:
 Net income ................................                           508.7                        508.7
Other comprehensive income, net of tax:
 Net unrealized gains (losses)  ............                                        76.1             76.1
 Net accumulated gains (losses) on cash
  flow hedges ..............................                                        14.2             14.2
 Foreign currency translation adjustment ...                                       (21.5)           (21.5)
                                                                                                 --------
Comprehensive income .......................                                                        577.5
Dividend paid to parent company ............                          (250.0)                      (250.0)
Change in accounting principle .............                                       227.6            227.6
Minority interest ..........................                                        17.2             17.2
                                               -----    --------   ---------      ------         --------             ---
BALANCE AT SEPTEMBER 30, 2001  .............   $10.0    $4,998.1   $   588.8      $390.5         $5,987.4             1.0
                                               =====    ========   =========      ======         ========             ===


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


                                       52



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                             NINE MONTHS ENDED
                                                                                               SEPTEMBER 30
                                                                                          -----------------------
                                                                                             2001         2000
                                                                                          ----------    ---------
                                                                                               (IN MILLIONS)
                                                                                                  
Cash flows from operating activities:
 Net income ............................................................................  $    508.7    $   626.6
  Adjustments to reconcile net income to net cash provided by operating activities:
   Amortization of discount--fixed maturities ..........................................      (119.7)       (85.9)
   Realized investment and other (gains) losses, net ...................................        95.6        (78.7)
   Change in deferred policy acquisition costs .........................................      (212.4)      (131.7)
   Depreciation and amortization .......................................................        95.4         80.3
   Net cash flows from trading securities ..............................................       (34.4)      (142.4)
   Increase in accrued investment income ...............................................       (91.1)      (100.6)
   Decrease (increase) in premiums and accounts receivable .............................         7.9        (25.1)
   Increase in other assets and other liabilities, net .................................      (154.4)      (559.9)
   Increase in policy liabilities and accruals, net ....................................     1,257.0      1,291.3
   Increase in income taxes ............................................................       267.1        300.4
   Initial cash transferred to the closed block ........................................          --       (158.6)
   Contribution from the closed block ..................................................       (70.9)       (90.7)
                                                                                          ----------    ---------
    Net cash provided by operating activities ..........................................     1,548.8        925.0
Cash flows from investing activities:
 Sales of:
  Fixed maturities available-for-sale ..................................................    14,207.0      4,242.7
  Equity securities available-for-sale .................................................       329.5        257.3
  Real estate ..........................................................................         4.3         49.5
  Short-term investments and other invested assets .....................................       118.6         24.5
 Maturities, prepayments and scheduled redemptions of:
  Fixed maturities held-to-maturity ....................................................       161.1      1,216.9
  Fixed maturities available-for-sale ..................................................     1,988.0      1,149.9
  Short-term investments and other invested assets .....................................       112.6        406.6
  Mortgage loans on real estate ........................................................       917.6        953.4
 Purchases of:
  Fixed maturities held-to-maturity ....................................................       (31.6)    (1,292.9)
  Fixed maturities available-for-sale ..................................................   (21,448.3)    (6,232.5)
  Equity securities available-for-sale .................................................      (241.4)      (194.4)
  Real estate ..........................................................................        (5.5)       (48.0)
  Short-term investments and other invested assets .....................................      (400.3)      (568.8)
  Mortgage loans on real estate issued .................................................    (1,001.3)    (1,290.8)
  Cash (paid) received related to acquisition of business ..............................       (41.0)       141.3
  Cash received on sale of subsidiary ..................................................        12.8           --
  Other, net ...........................................................................        35.4         25.6
                                                                                          ----------    ---------
   Net cash used in investing activities ...............................................  $ (5,282.5)   $(1,159.7)
                                                                                          ==========    =========


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


                                       53



                      JOHN HANCOCK LIFE INSURANCE COMPANY

          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



                                                                              NINE MONTHS ENDED
                                                                                 SEPTEMBER 30
                                                                            ---------------------
                                                                               2001        2000
                                                                            ---------   ---------
                                                                                (IN MILLIONS)
                                                                                  
Cash flows from financing activities:
 Issuance of common stock ................................................  $      --   $    10.0
 Contribution from parent ................................................         --     1,589.0
 Payments to eligible policyholders under Plan of Reorganization .........         --    (1,067.0)
 Dividends paid to parent ................................................     (250.0)     (200.0)
 Universal life and investment-type contract deposits ....................    8,256.9     5,250.3
 Universal life and investment-type contract maturities and withdrawals ..   (6,142.6)   (5,435.8)
 Issuance of short-term debt .............................................      160.4          --
 Issuance of long-term debt ..............................................      145.2        20.0
 Repayment of long-term debt .............................................      (14.0)      (73.2)
 Net (decrease) increase in commercial paper .............................     (166.1)       64.6
                                                                            ---------   ---------
  Net cash provided by financing activities ..............................    1,989.8       157.9
                                                                            ---------   ---------
  Net decrease in cash and cash equivalents ..............................   (1,743.9)      (76.8)
Cash and cash equivalents at beginning of year ...........................    2,841.2     1,797.7
                                                                            ---------   ---------
Cash and cash equivalents at end of period ...............................  $ 1,097.3   $ 1,720.9
                                                                            =========   =========


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


                                       54



                      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, Inc. (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 nine month periods ended September 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 (hereafter referred to 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, the parent company, 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.


                                       55



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   Cumulative Effect of Accounting Changes

      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 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) for the nine months ended September 30, 2001. This
change in accounting increased net income for the three and nine month periods
ended September 30, 2001 by $1.1 million and $3.3 million, respectively. The pro
forma results, assuming this change in accounting had taken place as of the
beginning of 2000, would not be materially different from the reported results.

      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, 2001, a $227.6 million (net of tax of $122.6 million) cumulative
effect of accounting change was recorded in other comprehensive income for (1)
the transition adjustment in the adoption of SFAS 133, as amended, an increase
of $40.5 million (net of tax of $21.8 million), and (2) the reclassification of
certain securities from the held-to-maturity category to the available-for-sale
category, an increase of $187.1 million (net of tax of $100.8 million).


                                       56



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   New Accounting Pronouncements

      In July 2001, the FASB issued SFAS No. 141, "Business Combinations." 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. 141 is effective for business
combinations initiated after June 30, 2001.

      In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill and other intangible assets deemed
to have indefinite lives no longer be amortized to earnings, but instead be
reviewed at least annually for impairment. Intangible assets with definite lives
will continue to be amortized over their useful lives. SFAS No. 142 will be
effective January 1, 2002. The Company estimates that adoption of SFAS 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 as of January 1, 2002 based on the
guidance in SFAS No. 142. The Company does not expect the impact of these
impairment tests on its earnings or financial position to be material.

      In September 2001, the FASB's Emerging Issues Task Force reached a
consensus on Issue 01-10--"Accounting for the Impact of the Terrorist Attacks
of September 11, 2001." Issue 01-10 presents guidance relative to accounting for
and financial reporting of the events of September 11, 2001 (the Events),
including both how and when to measure, record and report losses and any
resulting liabilities which are directly attributable to the Events. Based on a
comprehensive review of the Company's operations, the Company believes that the
Events had no material financial impact on the earnings or financial position of
the Company.

      In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 00-3, "Accounting by Insurance Enterprises
for Demutualizations and Formations of Mutual Insurance Holding Companies and
Certain Long-Duration Participating Contracts", (SOP 00-3). 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 nine month period ended September 30, 2000 of
$10.3 million (net of tax of $0.4 million). There were no demutualization
expenses for the three or nine months ended September 30, 2001. 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.

   Reclassifications

      During the third quarter of 2001, the Company began classifying investment
returns related to equity indexed universal life insurance policies sold through
The Maritime Life Assurance Company (Maritime), a majority-owned subsidiary of
the Company, with benefits to policyholders and reclassified prior period
balances from net investment income to benefits to policyholders. See Note 7 to
the unaudited consolidated financial statements, Derivative and Hedging
Instruments in the section entitled Derivatives Not Designated as Hedging
Instruments.


                                       57



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   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 and its
domestic life insurance subsidiaries use to prepare their statutory-basis
financial statements. The states of domicile of these subsidiaries 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 domestic life insurance
subsidiaries' statutory-basis capital and surplus, these subsidiaries remain in
compliance with all regulatory and contractual obligations.

   Recent Acquisitions

      On October 1, 2001, The Maritime Life Assurance Company (Maritime), a
majority-owned Canadian subsidiary of the Company, completed its purchase of the
shares of Royal & Sun Alliance Life Insurance Company of Canada ("RSAF") for an
amount of approximately $149.9 million, financed primarily by a public debt
offering in Canada. RSAF's business includes life insurance, guaranteed interest
savings and retirement products and segregated funds. The Company believes that
this purchase will strengthen its competitive position in the Canadian market.
The proforma results for the periods ending September 30, 2001 and 2000,
assuming the acquisitions of RSAF had taken place as of the beginning of 2001
and 2000, respectively, would not be materially different from the reported
results.

      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 losses related to the
acquired operations included in the Company's results for the three and nine
month periods ended September 30, 2001 were $2.7 million and $4.0 million,
respectively. The pro forma results for the three and nine month periods ended
September 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.

      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 nine month periods ended September 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 $5.9 million and $22.6 million for the
three and nine month periods ended September 30, 2001, respectively. No such
service fee was charged to JHFS during the comparable prior year periods. During
the nine month periods ended September 30, 2001 and 2000, the Company declared
dividends to JHFS of $250.0 million and $466.0 million, respectively, of which
$266.0 million was unpaid at September 30, 2000.

      On November 5, 2001, the Board of Directors of the Company approved a plan
whereby the Company will dividend its ownership of Direct Foreign Operations
(DFO) and its remaining 55% ownership of Maritime to JHFS. In addition, the
board approved the payment by the Company to JHFS of a cash dividend of
approximately $11.0 million. The Company expects to complete these transactions
in the fourth quarter of 2001.


                                       58



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 nine month periods ended or as of September 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).



                                                           RETAIL                     INSTITUTIONAL
                                          RETAIL           ASSET       INSTITUTIONAL    INVESTMENT       CORPORATE
                                        PROTECTION       GATHERING         G&SFP        MANAGEMENT       AND OTHER      CONSOLIDATED
                                        ----------       ---------     -------------  -------------      ---------      ------------
                                                                                                       
AS OF OR FOR THE THREE MONTHS ENDED
 SEPTEMBER 30, 2001
REVENUES:
 Segment revenues ..................     $   395.2       $   296.2       $   474.2       $    33.2       $   441.2       $ 1,640.0
 Net realized investment and other
  gains (losses), net ..............          (0.9)            9.7           (57.8)             --            (6.9)          (55.9)
                                         ---------       ---------       ---------       ---------       ---------       ---------
 Revenues ..........................     $   394.3       $   305.9       $   416.4       $    33.2       $   434.3       $ 1,584.1
                                         =========       =========       =========       =========       =========       =========
 Net investment income .............     $   150.3       $   130.9       $   455.3       $     8.9       $    76.5       $   821.9
NET INCOME:
 Segment after-tax operating income           67.4            41.0            62.9             7.0            23.8           202.1
 Net realized investment and other
  gains (losses), net ..............          (0.4)            6.6           (36.9)             --            (4.0)          (34.7)
 Restructuring charges .............          (1.0)           (0.3)             --            (0.2)           (1.5)           (3.0)
 Surplus tax .......................           1.5              --             2.1              --             0.2             3.8
                                         ---------       ---------       ---------       ---------       ---------       ---------
 Net income ........................     $    67.5       $    47.3       $    28.1       $     6.8            18.5       $   168.2
                                         =========       =========       =========       =========       =========       =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ............            --              --              --       $     6.5       $    (6.5)             --
 Equity in net income of investees
  accounted for by the equity method     $     5.1       $     2.2       $     7.9             3.4            (7.3)      $    11.3
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to net realized
  investment gains (losses) ........          31.4            22.5             0.4              --             9.7            64.0
 Segment assets ....................     $27,676.6       $13,835.4       $32,373.3       $ 2,792.9       $12,315.1       $88,993.3



                                       59



                      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 SEPTEMBER 30, 2000
REVENUES:
 Segment revenues ..............      $   379.9       $   297.2       $   483.5       $    45.4       $   421.8       $ 1,627.8
 (Net realized investment and
  other gains losses), net .....           (2.9)            4.2           (18.0)            1.1            14.4            (1.2)
                                      ---------       ---------       ---------       ---------       ---------       ---------
 Revenues ......................      $   377.0       $   301.4       $   465.5       $    46.5       $   436.2       $ 1,626.6
                                      =========       =========       =========       =========       =========       =========
Net investment income ..........      $   141.2       $   111.5       $   438.2       $     7.0       $    94.1       $   792.0
NET INCOME:
 Segment after-tax operating
  income .......................           71.6            38.4            52.3             7.8            28.8           198.9
 Net realized investment and
  other gains (losses), net ....           (1.9)            2.6           (11.3)            0.7             7.2            (2.7)
 Restructuring charges .........           (1.8)           (0.4)           (0.1)             --            (0.1)           (2.4)
 Surplus tax ...................            5.5             0.4             4.0              --            (2.6)            7.3
                                      ---------       ---------       ---------       ---------       ---------       ---------
 Net income ....................      $    73.4       $    41.0       $    44.9       $     8.5       $    33.3       $   201.1
                                      =========       =========       =========       =========       =========       =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ........             --              --              --       $     9.7       $    (9.7)             --
 Equity in net income of
  investees accounted for by the
  equity method ................      $    (2.8)      $    (1.5)      $    (0.4)           (2.5)           13.1       $     5.9
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to net
  realized investment gains
  (losses)  ....................           21.2            17.5             0.8              --            10.9            50.4
 Segment assets ................      $27,175.7       $14,439.1       $31,061.8       $ 2,149.6       $12,124.3       $86,950.5



                                       60



                      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 NINE MONTHS
 ENDED SEPTEMBER 30, 2001
REVENUES:
 Segment revenues ..............      $ 1,131.3       $   880.0       $ 1,462.6       $    99.7       $ 1,350.2       $ 4,923.8
 Net realized investment and
  other gains (losses), net ....          (38.8)           (1.5)          (81.3)           (0.1)           19.4          (102.3)
                                      ---------       ---------       ---------       ---------       ---------       ---------
 Revenues ......................      $ 1,092.5       $   878.5       $ 1,381.3       $    99.6       $ 1,369.6       $ 4,821.5
                                      =========       =========       =========       =========       =========       =========
 Net investment income .........      $   440.2       $   373.5       $ 1,386.5       $    18.1       $   241.9       $ 2,460.2
NET INCOME:
 Segment after-tax operating
  income .......................          212.9           109.9           180.2            17.0            63.7           583.7
 Net realized investment and
  other gains (losses), net ....          (24.0)             --           (51.3)           (0.1)           11.7           (63.7)
 Restructuring charges .........           (3.8)          (15.4)           (0.7)           (0.7)           (1.7)          (22.3)
 Cumulative effect of accounting
  changes ......................           11.7            (0.5)           (1.2)           (0.2)           (2.6)            7.2
 Surplus tax ...................            1.5              --             2.1              --             0.2             3.8
                                      ---------       ---------       ---------       ---------       ---------       ---------
 Net income ....................      $   198.3       $    94.0       $   129.1       $    16.0       $    71.3       $   508.7
                                      =========       =========       =========       =========       =========       =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ........             --              --              --       $    21.2       $   (21.2)             --
 Equity in net income of
  investees accounted for by the
  equity method ................      $     9.9       $     6.1       $    16.0             3.8            21.0       $    56.8
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to net
  realized investment gains
  (losses)  ....................           83.3            59.5             1.9              --            48.7           193.4
 Segment assets ................      $27,676.6       $13,835.4       $32,373.3       $ 2,792.9       $12,315.1       $88,993.3



                                       61



                      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 NINE MONTHS
 ENDED SEPTEMBER 30, 2000
REVENUES:
 Segment revenues ..............      $ 1,169.1       $   894.1       $ 1,583.0       $   173.3      $ 1,304.0       $ 5,123.5
 Net realized investment and
  other gains (losses), net ....           11.6            10.1           (38.9)            1.7           93.6            78.1
                                      ---------       ---------       ---------       ---------      ---------       ---------
 Revenues ......................      $ 1,180.7       $   904.2       $ 1,544.1       $   175.0      $ 1,397.6       $ 5,201.6
                                      =========       =========       =========       =========      =========       =========
 Net investment income .........      $   456.9       $   327.4       $ 1,287.0       $    17.3      $   320.0       $ 2,408.6
NET INCOME:
 Segment after-tax operating
  income .......................          195.4           104.0           161.6            40.2           78.8           580.0
 Net realized investment and
  other gains (losses), net ....            7.1             6.3           (24.4)            1.0           57.4            47.4
 Restructuring charges .........           (5.4)           (1.4)           (2.3)             --           (1.0)          (10.1)
 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 ...................            8.4             0.5             5.5              --            0.1            14.5
                                      ---------       ---------       ---------       ---------      ---------       ---------
 Net income ....................      $   198.6       $   107.9       $   144.2       $    41.2      $   134.7       $   626.6
                                      =========       =========       =========       =========      =========       =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ........             --              --              --       $    31.2      $   (31.2)             --
 Equity in net income of
  investees accounted for by the
  equity method ................      $     2.9       $     1.7       $     5.9             5.5           71.6       $    87.6
 Amortization of deferred policy
  acquisition costs, excluding
  amounts related to net
  realized investment gains
  (losses)  ....................           46.9            53.6             2.2              --           41.1           143.8
 Segment assets ................      $27,175.7       $14,439.1       $31,061.8       $ 2,149.6      $12,124.3       $86,950.5


NOTE 4. SEVERANCE

      As part of JHFS's on-going 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 798 employees
have been or will be terminated. As of September 30, 2001 and December 31, 2000,
the liability for employee termination costs, included in other liabilities was
$19.3 million and $20.6 million, respectively. Employee termination costs,
included in other operating costs and expenses, were $4.4 million and $3.6
million for the three months ended September 30, 2001 and 2000 and $35.0 million
and $16.6 million for the nine months ended September 30, 2001 and 2000,
respectively. Of the total number of employees affected, approximately 794
employees were terminated as of September 30, 2001, having received benefit
payments of approximately $62.1 million.


                                       62



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 September 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 total 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 $43.1 million
and $224.0 million at September 30, 2001 and December 31, 2000, respectively.
There were no additional reserves recorded related to the settlement for the
three and nine month periods ended September 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.

      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 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 facility 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.


                                       63



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      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 uncollectable 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 September 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 uncollectable. 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.


                                       64



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. CLOSED BLOCK

      Under the Plan, the Company created a closed block for the benefit of
policies included therein. The following table sets forth certain summarized
financial information relating to the closed block as of the dates indicated:



                                                                   SEPTEMBER 30    DECEMBER 31
                                                                       2001            2000
                                                                   ------------    -----------
                                                                          (IN MILLIONS)
                                                                              
ASSETS
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
 (fair value: September 30--$106.1; December 31--$2,327.4) ....      $   108.1      $ 2,269.9
 Available-for-sale-at fair value
 (cost: September 30--$5,101.6; December 31--$2,378.7) ........        5,298.5        2,353.0
Equity securities:
 Available-for-sale--at fair value
 (cost: September 30--$10.3; December 31--$5.3) ...............           11.5            6.3
Mortgage loans on real estate .................................        1,831.4        1,930.6
Policy loans ..................................................        1,548.6        1,540.6
Short-term investments ........................................           11.7           62.1
Other invested assets .........................................           64.5           40.7
                                                                     ---------      ---------
  Total Investments ...........................................        8,874.3        8,203.2

Cash and cash equivalents .....................................          174.8          305.6
Accrued investment income .....................................          164.9          149.3
Premiums and accounts receivable ..............................           22.6           27.1
Deferred policy acquisition costs .............................          778.7          947.3
Other assets ..................................................           88.0           77.5
                                                                     ---------      ---------
  Total Closed Block Assets ...................................      $10,103.3      $ 9,710.0
                                                                     =========      =========

LIABILITIES
Future policy benefits ........................................      $10,105.1      $ 9,910.5
Policyholders' funds ..........................................        1,492.1        1,459.5
Other liabilities .............................................          676.0          665.9
                                                                     ---------      ---------
  Total Closed Block Liabilities ..............................      $12,273.2      $12,035.9
                                                                     =========      =========



                                       65



                      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 periods indicated:



                                                                                          FOR THE PERIOD
                                              THREE MONTHS   THREE MONTHS    NINE MONTHS    FEBRUARY 1
                                                  ENDED          ENDED          ENDED        THROUGH
                                              SEPTEMBER 30   SEPTEMBER 30   SEPTEMBER 30   SEPTEMBER 30
                                                  2001           2000           2001           2000
                                              ------------   ------------   ------------   ------------
                                                                    (IN MILLIONS)
                                                                                 
REVENUES
 Premiums ................................      $  226.8       $  217.2       $  672.0       $  619.0
 Net investment income ...................         167.5          155.8          500.0          423.1
 Net realized
  investment and other gains (losses), net           5.9            1.4           (3.2)           1.3
 Other closed block revenue (expense) ....            --           (0.2)           0.4           (0.4)
                                                --------       --------       --------       --------
  Total closed block revenues ............         400.2          374.2        1,169.2        1,043.0
BENEFITS AND EXPENSES
 Benefits to policyholders ...............         248.5          203.1          717.3          613.4
 Other operating costs and expenses ......          (2.7)          (3.4)          (6.6)          (9.1)
 Amortization of deferred policy
  acquisition costs ......................          12.1           27.1           51.4           55.5
 Dividends to
  policyholders ..........................         108.1          108.0          336.2          292.5
                                                --------       --------       --------       --------
 Total closed block benefits and
  expenses ...............................         366.0          334.8        1,098.3          952.3
                                                --------       --------       --------       --------
  Contribution from the closed block .....      $   34.2       $   39.4       $   70.9       $   90.7
                                                ========       ========       ========       ========


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 September
30, 2001 was $180.1 million, and appears on the consolidated balance sheet in
other assets. The fair value of derivative instruments classified as liabilities
at September 30, 2001 was $717.6 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 because the derivative
instrument was constructed such that all the terms of the derivative exactly
match the hedged risk in the hedged item.


                                       66



                      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
LIBOR-based 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 nine month periods ended September 30, 2001, the Company
recognized a net loss of $40.7 million and $39.8 million, respectively, related
to the ineffective portion of its fair value hedges, and a net loss of $6.1
million and $7.2 million, respectively, related to the portion of the hedging
instruments that were excluded from the assessment of hedge effectiveness. For
the three and nine month periods ended September 30, 2001, all of the Company's
hedged firm commitments qualified as fair value hedges.

   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.


                                       67



                      JOHN HANCOCK LIFE INSURANCE COMPANY

      NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      The Company used 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 nine month periods ended September 30, 2001, the Company
recognized a net gain of $1.2 million and $0.7 million, respectively, related to
the ineffective portion of its cash flow hedges, and a net gain of $46.9 million
and $24.3 million, respectively, related to the portion of the hedging
instruments that was excluded from the assessment of hedge effectiveness. For
the three and nine month periods ended September 30, 2001, all of the Company's
hedged forecast transactions qualified as cash flow hedges.

      For both the three and nine month periods ended September 30, 2001, a net
loss of $0.5 million was reclassified from other accumulated comprehensive
income to earnings. It is anticipated that approximately $0.4 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 nine month periods ended September 30, 2001, none of the
Company's cash flow hedges have been discontinued because it was probable that
the original forecasted transactions 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. For the three and nine month periods ended September 30, 2001, $34.2
million and $14.2 million of gains (net of tax of $18.4 million and $7.6
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 $37.0 million (net of tax
of $19.9 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 related
to equity indexed universal life insurance policies. For the three month periods
ended September 30, 2001 and 2000, $(11.4) million and $0.1 million,
respectively, and for the nine month periods ended September 30, 2001 and 2000,
$19.1 million and $(35.3) million, respectively, of gains and losses on these
derivatives are included in benefits to policyholders 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.


                                       68



                         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


                                       69



                      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.


                                       70



                      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.


                                       71



                       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.


                                       72



                       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.


                                       73



                       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.


                                       74



                       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.


                                       75



                       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.


                                       76



                       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.


                                       77



                       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.


                                       78



                       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.


                                       79



                       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.


                                       80



                       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.


                                       81



                       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.


                                       82



                       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.


                                       83



                       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.


                                       84



                       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.


                                       85



                       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.


                                       86



                       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.


                                       87



                       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
                                              ========   ========    ========



                                       88



                       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
                                 =========   ========     ======     =========



                                       89



                       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
                                 =========    ======      ======     =========



                                       90



                       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.


                                       91



                       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
                                  ======     ======      ======       ======



                                       92



                       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



                                       93



                       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.


                                       94



                       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.


                                       95



                       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
                                                     ========  ======   ======



                                       96



                       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
                                                    ======   ======    ======



                                       97



                       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.


                                       98



                       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
                                                    ------------   -----------
                                                           (IN MILLIONS)
                                                              
ASSETS
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
                                                        ----------------------
                                                             (IN MILLIONS)
                                                            
REVENUES
  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
                                                               ========



                                       99



                       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.


                                      100



                       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
                                                             ======    ======



                                      101



                       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.


                                      102



                       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.


                                      103



                       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.


                                      104



                       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.


                                      105



                       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
                            ========   ========



                                      106



                      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)


                                      107



                      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.


                                      108



                      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
                           =======        ======      ======       =======


                                      109



                      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
                           =======        ======      ======       =======


                                      110



                      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


                                      111



                      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.


                                      112



                      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.


                                      113



                      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
                                                   =========   =========    =========       ========     =========     =========



                                      114



                      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
                                                   =========   =========    =========       ========     =========     =========



                                      115



                      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
                                                    =========   =========    =========       ========     ========     =========



                                      116



                      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.


                                      117



                      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.


                                      118



                      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)


                                      119



                      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.


                                      120



                      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.


                                      121



                      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.


                                      122



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



                                      123



                      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.


                                      124



                      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



                                      125



                      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.


                                      126



                      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.


                                      127



                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                               THIRD QUARTER 2001


                                      128



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENT OF ASSETS AND LIABILITIES

                         SEPTEMBER 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 ..................  $32,238,723     $ 93,295,695     $4,996,880     $3,817,361
Investments in shares
 of portfolios of
 Outside Trust, at
 value ..................           --               --             --             --
Policy loans and
 accrued interest
 receivable .............    2,800,465       11,735,995        429,004             --
Receivable from:
 John Hancock Variable
  Series Trust I ........       14,167          434,641          7,746             --
 Outside Trust ..........           --               --             --             --
                           -----------     ------------     ----------     ----------
Total assets ............   35,053,355      105,466,331      5,403,360      3,817,361
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ...............           --               --             --             --
 Outside Trust ..........           --               --             --             --
Asset charges payable ...          544            1,386             85             59
                           -----------     ------------     ----------     ----------
Total liabilities .......          544            1,386             85             59
                           -----------     ------------     ----------     ----------
Net assets ..............  $35,052,801     $105,464,945     $5,403,275     $3,817,302
                           ===========     ============     ==========     ==========




                               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 .....     $185,974     $12,249,074     $18,873,555       20,787,418
Investments in shares of
 portfolios of Outside
 Trust, at value .......           --              --              --               --
Policy loans and accrued
 interest receivable ...           --              --              --        2,281,020
Receivable from:
 John Hancock Variable
  Series Trust I .......          248              --          18,354            4,922
 Outside Trust .........           --              --              --               --
                             --------     -----------     -----------      -----------
Total assets ...........      186,222      12,249,074      18,891,909       23,072,075
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company           --              --              --                3
 Outside Trust .........           --              --              --               --
Asset charges payable ..            3             193             303            1,075
                             --------     -----------     -----------      -----------
Total liabilities ......            3             193             303            1,078
                             --------     -----------     -----------      -----------
Net assets .............     $186,219     $12,248,881     $18,891,606      $23,070,997
                             ========     ===========     ===========      ===========



See accompanying notes.


                                      129



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                         SEPTEMBER 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 ..................     $653,339     $5,113,090      5,339,377     $176,034,919
Investments in shares
 of portfolios of
 Outside Trust, at
 value ..................           --             --             --               --
Policy loans and
 accrued interest
 receivable .............           --             --        390,488       32,633,613
Receivable from:
 John Hancock Variable
  Series Trust I ........          473             --         44,391           91,628
 Outside Trust ..........           --             --             --               --
                              --------     ----------     ----------     ------------
Total assets ............      653,812      5,113,090      5,774,259      208,760,160
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ...............           --             --             82               --
 Outside Trust ..........           --             --             --               --
Asset charges payable ...            4             81              8            2,550
                              --------     ----------     ----------     ------------
Total liabilities .......            4             81             90            2,550
                              --------     ----------     ----------     ------------
Net assets ..............     $653,808     $5,133,009     $5,774,169     $208,757,610
                              ========     ==========     ==========     ============




                                            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 ..................   87,488,855      $  576,275     $3,546,636     $ 13,696,983
Investments in shares
 of portfolios of
 Outside Trust, at
 value ..................           --              --             --               --
Policy loans and
 accrued interest
 receivable .............   14,012,579              --             --               --
Receivable from:
 John Hancock Variable
  Series Trust I ........      155,971           2,162             --            1,166
 Outside Trust ..........           --              --             --               --
                          ------------      ----------     ----------     ------------
Total assets ............  101,656,720         578,437      3,546,636       13,698,149
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ...............           --              --             --               --
 Outside Trust ..........           --              --             --               --
Asset charges payable ...        1,590               9             54              219
                          ------------      ----------     ----------     ------------
Total liabilities .......        1,590               9             54              219
                          ------------      ----------     ----------     ------------
Net assets .............. $101,655,130      $  578,428     $3,546,582     $ 13,697,930
                          ============      ==========     ==========     ============



See accompanying notes.


                                      130



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                         SEPTEMBER 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 ..................  $44,109,516  $1,237,355             --               --
Investments in shares
 of portfolios of
 Outside Trust, at
 value ..................          --           --     $  319,823     $  1,007,801
Policy loans and
 accrued interest
 receivable .............          --           --             --               --
Receivable from:
 John Hancock Variable
  Series Trust I ........      41,267        3,401             --               --
 Outside Trust ..........          --           --             --               --
                           -----------  ----------     ----------     ------------
Total assets ............   44,150,783   1,240,736        319,823        1,007,801
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ...............           --          --             --               --
 Outside Trust ..........           --          --             --               --
Asset charges payable ...          706          20              4               10
                           -----------  ----------     ----------     ------------
Total liabilities .......          706          20              4               10
                           -----------  ----------     ----------     ------------
Net assets ..............  $44,150,077  $1,240,736     $  319,819     $  1,007,791
                           ===========  ==========     ==========     ============




                          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................          --       $624,216      $5,116,176     $499,543
Investments in shares
 of portfolios of
 Outside Trust, at
 value................    $386,290             --              --           --
Policy loans and
 accrued interest
 receivable...........          --             --              --           --
Receivable from:
 John Hancock Variable
  Series Trust I......          --            497          22,339          335
 Outside Trust........          --             --              --           --
                          --------       --------      ----------     --------
Total assets..........     386,290        624,713       5,138,431      499,878
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company.............          --             --              --           --
 Outside Trust........          --             --              --           --
Asset charges payable            4             10              84            8
                          --------       --------      ----------     --------
Total liabilities.....           4             10              84            8
                          --------       --------      ----------     --------
Net assets............    $386,286       $624,703      $5,138,431     $499,870
                          ========       ========      ==========     ========



See accompanying notes.


                                      131



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                         SEPTEMBER 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 ......  $681,119     $   22,033     $    1,366     $  7,034
Investments in shares of
 portfolios of Outside
 Trust, at value ........        --             --             --           --
Policy loans and accrued
 interest receivable ....        --             --             --           --
Receivable from:
 John Hancock Variable
  Series Trust I ........     4,875             --             --           --
 Outside Trust ..........        --             --             --           --
                           --------     ----------     ----------     --------
Total assets ............   685,994         22,033          1,366        7,034
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company         --             --             --           --
 Outside Trust ..........        --             --             --           --
Asset charges payable ...        11             --             --
                           --------     ----------     ----------     --------
Total liabilities .......        11             --             --           --
                           --------     ----------     ----------     --------
Net assets ..............  $685,983     $   22,033     $    1,366     $  7,034
                           ========     ==========     ==========     ========




                                           FIDELITY      FIDELITY    JANUS ASPEN
                               AIM V.I.      VIP          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 ........    $ 12,376     $    2,529     $   14,123     $  1,735
Policy loans and accrued
 interest receivable ....          --             --             --           --
Receivable from:
 John Hancock Variable
  Series Trust I ........          --             --             --           --
 Outside Trust ..........          --             --             --           --
                             --------     ----------     ----------     --------
Total assets ............      12,376          2,529         14,123        1,735
LIABILITIES
Payable to:
 John Hancock Variable Life
  Insurance Company .....          --             --             --           --
 Outside Trust ..........          --             --             --           --
Asset charges payable ...          --             --             --           --
                             --------     ----------     ----------     --------
Total liabilities .......          --             --             --           --
                             --------     ----------     ----------     --------
Net assets ..............    $ 12,376     $    2,529     $   14,123     $  1,735
                             ========     ==========     ==========     ========



See accompanying notes.


                                      132



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                         SEPTEMBER 30, 2001 (UNAUDITED)



                           JANUS ASPEN   MFS NEW
                            WORLDWIDE   DISCOVERY     ACTIVE    LARGE/MID    SMALL CAP
                             GROWTH       SERIES      BOND II   CAP VALUE      VALUE
                           SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
                           -----------  ----------  ----------  ----------  ------------
                                                             
ASSETS
Cash ....................       --           --         --             --        --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ..................       --           --     $2,751     $3,326,891    $8,597
Investments in shares
 of portfolios of
 Outside Trust,
 at value ...............   $3,096      $80,466         --             --        --
Policy loans and
 accrued interest
 receivable .............       --           --         --             --        --
Receivable from:
 John Hancock Variable
  Series Trust I ........       --           --         11          2,602        11
 Outside Trust ..........       --           --         --             --        --
                            ------      -------     ------     ----------    ------
Total assets ............    3,096       80,466      2,762      3,329,439     8,608
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ...............       --           --         --             --        --
 Outside Trust ..........       --           --         --             --        --
Asset charges payable ...       --            1         --             54        --
                            ------      -------     ------     ----------    ------
Total liabilities .......       --            1         --             54        --
                            ------      -------     ------     ----------    ------
Net assets ..............   $3,096      $80,465     $2,762     $3,329,439    $8,608
                            ======      =======     ======     ==========    ======



See accompanying notes.


                                      133



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

           YEARS AND PERIODS ENDED SEPTEMBER 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.......   $     35,051   $  6,351,461   $6,381,711  $ 4,178,042   $ 5,048,654    $ 5,184,234
 Outside Trust..............................             --             --           --           --            --             --
 Interest income on policy loans............        167,379        223,081      161,454      616,986       769,530        750,673
                                               ------------   ------------   ----------  -----------   -----------    -----------
Total investment income.....................        202,430      6,574,542    6,543,165    4,795,028     5,818,184      5,934,907
Expenses:
 Mortality and expense risks ...............        177,357        286,716      213,770      364,128       485,231        452,925
                                               ------------   ------------   ----------  -----------   -----------    -----------
Net investment income.......................         25,073      6,287,826    6,329,395    4,430,900     5,332,953      5,481,982
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)................       (175,998)     1,809,410    1,146,308     (515,287)   (1,058,175)      (388,883)
 Net unrealized appreciation (depreciation)
  during the period.........................    (12,425,145)   (17,039,660)     320,087    2,482,298     3,862,398     (5,439,148)
                                               ------------   ------------   ----------  -----------   -----------    -----------
Net realized and unrealized gain (loss) on
 investments................................    (12,601,143)   (15,230,250)   1,466,395    1,967,011     2,804,223     (5,828,031)
                                               ------------   ------------   ----------  -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations..................   $(12,576,070)  $ (8,942,424)  $7,795,790  $ 6,397,911   $ 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.......   $    89,103   $   334,135   $  212,869     $        --   $   621,346    $  543,433
 Outside Trust..............................            --            --           --              --            --            --
 Interest income on policy loans............        23,801        29,828       20,538              --            --            --
                                               -----------   -----------   ----------     -----------   -----------    ----------
Total investment income ....................       112,904       363,963      233,407              --       621,346       543,433
Expenses:
 Mortality and expense risks................        27,519        41,808       32,838          21,297        39,379        15,809
                                               -----------   -----------   ----------     -----------   -----------    ----------
Net investment income (loss)................        85,385       322,155      200,569         (21,297)      581,967       527,624
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)................      (122,640)       76,586       62,140           3,918       159,388        48,210
 Net unrealized appreciation (depreciation)
  during the period ........................    (1,653,325)   (1,706,468)   1,295,768      (1,739,132)   (2,654,137)    1,125,829
                                               -----------   -----------   ----------     -----------   -----------    ----------
Net realized and unrealized gain (loss) on
 investments................................    (1,775,965)   (1,629,882)   1,357,908      (1,735,214)   (2,494,749)    1,174,039
                                               -----------   -----------   ----------     -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations..................   $(1,690,580)  $(1,307,727)  $1,558,477     $(1,756,011)  $(1,912,782)   $1,701,663
                                               ===========   ===========   ==========     ===========   ===========    ==========



See accompanying notes.

                                      134



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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......  $        2,054   $      8,232   $   17,211   $        --   $  2,284,720    $1,373,009
 Outside Trust.............................              --             --           --            --             --            --
 Interest income on policy loans...........              --             --           --            --             --            --
                                             --------------   ------------   ----------   -----------   ------------    ----------
Total investment income....................           2,054          8,232       17,211            --      2,284,720     1,373,009
Expenses:
 Mortality and expense risks...............             841          1,034        1,267        64,238        101,903        34,834
                                             --------------   ------------   ----------   -----------   ------------    ----------
Net investment income (loss)...............           1,213          7,198       15,944       (64,238)     2,182,817     1,338,175
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)...............          (8,554)        (3,641)       1,061    (1,706,682)     1,892,763       420,826
 Net unrealized appreciation (depreciation)
  during the period........................         (19,857)       (21,945)      (8,559)   (6,633,116)   (11,690,290)    4,283,452
                                             --------------   ------------   ----------   -----------   ------------    ----------
Net realized and unrealized gain (loss)
 on investments............................         (28,411)       (25,586)      (7,498)   (8,339,798)    (9,797,527)    4,704,278
                                             --------------   ------------   ----------   -----------   ------------    ----------
Net increase (decrease) in net assets
 resulting from operations.................  $      (27,198)  $    (18,388)  $    8,446   $(8,404,036)  $ (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 .....................     $   207,337      $   759,319      $ 511,132      $699,973     $1,260,525     $1,134,371
 Outside Trust .......................              --               --             --            --             --             --
 Interest income on
  policy loans .......................              --               --             --       125,658        162,299        155,491
                                           -----------      -----------      ---------      --------     ----------     ----------
Total investment
 income ..............................         207,337          759,319        511,132       825,631      1,422,824      1,289,862
Expenses:
 Mortality and expense risks .........          77,250           65,992         36,983       100,165        132,261        146,758
                                           -----------      -----------      ---------      --------     ----------     ----------
Net investment income ................         130,087          693,327        474,149       725,466      1,290,563      1,143,104
Net realized and
 unrealized gain
 (loss) on investments:
 Net realized gains (losses) .........          67,962          (47,306)       123,242            --             --             --
 Net unrealized
  appreciation (depreciation)
  during the period ..................      (1,393,400)         854,807       (499,454)           --             --             --
                                           -----------      -----------      ---------      --------     ----------     ----------
Net realized and
 unrealized gain (loss)
 on investments ......................      (1,325,438)         807,501       (376,212)           --             --             --
                                           -----------      -----------      ---------      --------     ----------     ----------
Net increase
 (decrease) in net
 assets resulting from operations ....     $(1,195,351)     $ 1,500,828      $  97,937      $725,466     $1,290,563     $1,143,104
                                           ===========      ===========      =========      ========     ==========     ==========



See accompanying notes.

                                      135



                     JOHN HANCOCK VARIABLE LIFE 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.....  $        1,251   $  861,684   $  30,563   $         --   $    603,438    $    840,786
 Outside Trust............................              --           --          --             --             --              --
 Interest income on policy loans..........              --           --          --             --             --              --
                                            --------------   ----------   ---------   ------------   ------------    ------------
Total investment income                              1,251      861,684      30,563             --        603,438         840,786
Expenses:
 Mortality and expense risks..............             213       36,705      28,106         25,816         32,879          30,491
                                            --------------   ----------   ---------   ------------   ------------    ------------
Net investment income (loss)..............           1,038      824,979       2,457        (25,816)       570,559         810,295
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)..............          (2,862)     (47,013)   (547,518)      (102,355)      (136,669)         16,952
 Net unrealized appreciation
  (depreciation) during the period........         (75,104)     853,987     657,486       (889,404)        (2,663)       (590,295)
                                            --------------   ----------   ---------   ------------   ------------    ------------
Net realized and unrealized gain (loss) on
 investments..............................         (77,966)     806,974     109,968       (991,759)      (139,332)       (573,343)
                                            --------------   ----------   ---------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations................  $      (76,928)  $1,631,953   $ 112,425   $ (1,017,575)  $    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......     $    161,784   $  471,363   $ 262,930   $    354,937   $ 43,732,520    $35,057,066
 Outside Trust.............................               --           --          --             --             --             --
 Interest income on policy loans...........           21,908       21,486      17,361      1,214,903      2,428,588      2,279,107
                                                ------------   ----------   ---------   ------------   ------------    -----------
Total investment income....................          183,692      492,849     280,291      1,569,840     46,161,108     37,336,173
Expenses:
 Mortality and expense risks...............          807,696       27,585      24,900        550,147      1,733,223      1,779,482
                                                ------------   ----------   ---------   ------------   ------------    -----------
Net investment income......................        1,695,152      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)...............          291,493     (159,205)   (168,994)       373,787     18,300,286      5,502,422
 Net unrealized appreciation (depreciation)
  during the period........................      (58,152,177)     919,904    (220,380)   (21,835,984)   (96,829,044)     2,405,417
                                                ------------   ----------   ---------   ------------   ------------    -----------
Net realized and unrealized gain (loss) on
 investments...............................      (57,860,684)     760,699    (389,374)   (21,462,197)   (78,528,758)     7,907,839
                                                ------------   ----------   ---------   ------------   ------------    -----------
Net increase (decrease) in net assets
 resulting from operations.................     $(56,165,532)  $1,225,963   $(133,983)  $(20,442,504)  $(34,100,873)   $43,464,530
                                                ============   ==========   =========   ============   ============    ===========



See accompanying notes.


                                      136



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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......   $  1,562,932   $ 11,757,304   $ 9,998,433   $     17,421   $     17,131    $ 15,539
 Outside Trust.............................             --             --            --             --             --          --
 Interest income on policy loans ..........        779,359             --       953,686             --             --          --
                                              ------------   ------------   -----------   ------------   ------------    --------
Total investment income ...................      2,342,291     11,757,304    10,952,119         17,421         17,131      15,539
Expenses:
 Mortality and expense risks...............        465,854        664,664       649,802          1,837          1,637       1,497
                                              ------------   ------------   -----------   ------------   ------------    --------
Net investment income .....................      1,876,437     11,092,640    10,302,317         15,584         15,494      14,042
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)...............         44,474      1,551,519       996,546           (315)        (2,287)     (8,638)
 Net unrealized appreciation (depreciation)
  during the period........................    (11,191,146)   (12,278,637)   (2,108,530)        13,799          6,756      (2,442)
                                              ------------   ------------   -----------   ------------   ------------    --------
Net realized and unrealized gain (loss) on
 investments...............................    (11,146,672)   (10,727,118)   (1,111,984)        13,484          4,469     (11,080)
                                              ------------   ------------   -----------   ------------   ------------    --------
Net increase (decrease) in net assets
 resulting from operations.................   $ (9,270,235)  $    365,522   $ 9,190,333   $     29,068   $     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   $   104,368    $   617,754     $241,151
 Outside Trust.............................              --            --           --            --             --           --
 Interest income on policy loans...........              --            --           --            --             --           --
                                                  ---------   -----------   ----------   -----------    -----------     --------
Total investment income....................              --       321,253       79,585       104,368        617,754      241,151
Expenses:
 Mortality and expense risks...............          15,612        23,745       17,680        56,211         53,038       17,937
                                                  ---------   -----------   ----------   -----------    -----------     --------
Net investment income (loss)...............         (15,612)      297,508       61,905        48,157        564,716      223,214
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses)...............        (497,942)     (110,857)     (33,134)     (254,673)       348,813      155,412
 Net unrealized appreciation (depreciation)
  during the period........................        (443,318)     (668,463)    (148,401)   (4,019,589)    (2,497,504)     387,412
                                                  ---------   -----------   ----------   -----------    -----------     --------
Net realized and unrealized gain (loss) on
 investments...............................        (941,260)     (779,320)    (181,535)   (4,274,262)    (2,148,691)     542,824
                                                  ---------   -----------   ----------   -----------    -----------     --------
Net increase (decrease) in net assets
 resulting from operations.................       $(956,872)  $  (481,812)  $ (119,630)  $(4,266,105)   $(1,583,975)    $766,038
                                                  =========   ===========   ==========   ===========    ===========     ========



See accompanying notes.

                                      137



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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 ...........          $432,341        $2,327,055         $593,325        $5,614         $63,032        $37,862
 Outside Trust .............                --                --               --            --              --             --
 Interest income on policy
  loans ....................                --                --               --            --              --             --
                                  ------------       -----------       ----------       -------        --------       --------
Total investment income ....           432,341         2,327,055          593,325         5,614          63,032         37,862
Expenses:
 Mortality and expense risks           216,019           185,175           63,950         5,096           5,624          4,084
                                  ------------       -----------       ----------       -------        --------       --------
Net investment income ......           216,322         2,141,880          529,375           518          57,408         33,778
Net realized and unrealized
 gain (loss) on investments:
 Net realized gains (losses)           (85,115)          485,643          271,978        (6,331)        (14,302)          (151)
 Net unrealized appreciation
  (depreciation) during the
  period ...................       (11,294,511)       (8,035,375)       1,282,937        24,984          63,359        (52,953)
                                  ------------       -----------       ----------       -------        --------       --------
Net realized and unrealized
 gain (loss) on investments        (11,379,626)       (7,549,732)       1,554,915        18,653          49,057        (53,104)
                                  ------------       -----------       ----------       -------        --------       --------
Net increase (decrease) in
 net assets resulting from
 operations ................      $(11,163,304)      $(5,407,852)      $2,084,290       $19,171        $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 .................         1,667          2,215        1,139         5,022         4,973         2,166
                                                   ---------      ---------      -------     ---------      --------      --------
Net investment income
 (loss) ......................................        (1,587)        50,617       18,189        (1,807)       87,962        14,188
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses) .................       (87,369)        20,969       26,736        30,200        13,902        11,526
 Net unrealized appreciation
  (depreciation) during the period ...........       (56,525)      (120,040)      23,628      (276,840)      (35,201)      122,734
                                                   ---------      ---------      -------     ---------      --------      --------
Net realized and unrealized gain
 (loss) on investments .......................      (143,894)       (99,071)      50,364      (246,640)      (21,299)      134,260
                                                   ---------      ---------      -------     ---------      --------      --------
Net increase (decrease) in net
 assets resulting from operations ............     $(145,481)     $ (48,454)     $68,553     $(248,447)     $ 66,663      $148,448
                                                   =========      =========      =======     =========      ========      ========



See accompanying notes.


                                      138



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

             YEARS AND PERIODS ENDED SEPTEMBER 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 ..........................            --             --            --      $   1,897      $  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          1,897         63,791        15,636
Expenses:
 Mortality and expense risks ..............         2,351          3,700         4,257          3,704          5,200           466
                                                ---------      ---------      --------      ---------      ---------      --------
Net investment income (loss) ..............         2,251        130,136         8,771         (1,807)        58,591        15,170
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses) ..............       (52,619)        68,311       (59,550)      (424,870)        19,902         1,838
 Net unrealized appreciation
  (depreciation) during the period ........       (47,847)      (175,994)       89,369        193,158       (571,486)       92,713
                                                ---------      ---------      --------      ---------      ---------      --------
Net realized and unrealized gain
 (loss) on investments ....................      (100,466)      (107,683)       29,819       (231,712)      (551,584)       94,551
                                                ---------      ---------      --------      ---------      ---------      --------
Net increase (decrease) in net
 assets resulting from operations .........     $ (98,215)     $  22,453      $ 38,590      $(233,519)     $(492,993)     $109,721
                                                =========      =========      ========      =========      =========      ========




                                                             BOND INDEX SUBACCOUNT               SMALL/MID CAP CORE SUBACCOUNT
                                                      ----------------------------------      -----------------------------------
                                                        2001         2000          1999         2001          2000          1999
                                                      --------     --------      -------      --------      --------      -------
                                                                                                        
Investment income:
Distributions received
 from:
 John Hancock Variable Series Trust I ...........     $ 72,347     $  7,273      $ 2,971      $  1,997      $ 22,843      $ 6,699
 Outside Trust ..................................           --           --           --            --            --           --
 Interest income on policy loans ................           --           --           --            --            --           --
                                                      --------     --------      -------      --------      --------      -------
Total investment income .........................       72,347        7,273        2,971         1,997        22,843        6,699
Expenses:
 Mortality and expense risks ....................        6,237          561          270         2,162         1,051          335
                                                      --------     --------      -------      --------      --------      -------
Net investment income (loss) ....................       66,110        6,712        2,701          (165)       21,792        6,364
Net realized and unrealized gain (loss) on
 investments:
 Net realized gains (losses) ....................        6,268         (607)      (1,613)       (1,290)        1,505        1,093
 Net unrealized appreciation
  (depreciation) during the period ..............       66,645        6,100       (1,753)      (78,559)      (13,928)       4,719
                                                      --------     --------      -------      --------      --------      -------
Net realized and unrealized gain
 (loss) on investments ..........................       72,913        5,493       (3,366)      (79,849)      (12,423)       5,812
                                                      --------     --------      -------      --------      --------      -------
Net increase (decrease) in net
 assets resulting from operations ...............     $139,023     $ 12,205      $  (665)     $ 80,014      $  9,369      $12,176
                                                      ========     ========      =======      ========      ========      =======



See accompanying notes.

                                      139



                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED SEPTEMBER 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 .....   $  42,754    $  84,101    $ 3,011    $    --    $ 3,328    $ 1,435
 Outside Trust .......          --           --         --         42         --         --
 Interest income on
  policy loans .......          --           --         --         --         --         --
                         ---------    ---------    -------    -------    -------    -------
Total investment
 income ..............      42,754       84,101      3,011         42      3,328      1,435
Expenses:
 Mortality and expense
  risks ..............       2,983        5,409        220        111        138         61
                         ---------    ---------    -------    -------    -------    -------
Net investment income
 (loss) ..............      39,771       78,692      2,791        (69)     3,190      1,374
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (loss)  ............    (107,391)     (12,114)      (396)      (525)       302         11
 Net unrealized
  appreciation
  (depreciation)
  during the period ..      93,431     (188,735)    (1,172)    (4,557)    (5,562)     1,285
                         ---------    ---------    -------    -------    -------    -------
Net realized and
 unrealized gain
 (loss) on investments     (13,960)    (200,849)    (1,568)    (5,082)    (5,260)     1,296
                         ---------    ---------    -------    -------    -------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........   $  25,811    $(122,157)   $ 1,223    $(5,151)   $(2,070)   $ 2,670
                         =========    =========    =======    =======    =======    =======


                          LARGE CAP AGGRESSIVE     FUNDAMENTAL GROWTH      AIM V.I. VALUE
                            GROWTH 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 ..............           8            6         48         10         42         11
                         ---------    ---------    -------    -------    -------    -------
Net investment income
 (loss) ..............          (8)          30        (48)     1,351        (42)       230
Net realized and
 unrealized (loss) on
 investments:
 Net realized (loss)           (40)          (8)      (242)       (10)      (173)       (11)
 Net unrealized
  (depreciation)
  during the period ..        (444)        (616)    (5,780)    (1,226)    (2,905)    (1,068)
                         ---------    ---------    -------    -------    -------    -------
Net realized and
 unrealized (loss) on
 investments .........        (484)        (624)    (6,022)    (1,236)    (3,078)    (1,079)
                         ---------    ---------    -------    -------    -------    -------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........   $    (492)   $    (594)   $(6,070)   $   115    $(3,120)   $  (849)
                         =========    =========    =======    =======    =======    =======


- ----------

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

See accompanying notes.


                                      140



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

             YEARS AND PERIODS ENDED SEPTEMBER 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 ..............        16       12         47        6           13          8
                         -------    -----    -------    -----      -------    -------
Net investment income
 (loss) ..............       256      (12)       158       (6)           4         16
Net realized and
 unrealized (loss) on
 investments:
 Net realized losses .      (472)      (4)      (160)      (7)         (87)       (99)
 Net unrealized
  (depreciation)
  during the period ..      (983)    (366)    (2,418)    (525)      (1,856)    (1,649)
                         -------    -----    -------    -----      -------    -------
Net realized and
unrealized (loss) on
investments ..........    (1,455)    (370)    (2,578)    (532)      (1,943)    (1,748)
                         -------    -----    -------    -----      -------    -------
Net (decrease) in net
 assets resulting from
 operations ..........   $(1,199)   $(382)   $(2,420)   $(538)     $(1,939)   $(1,732)
                         =======    =====    =======    =====      =======    =======


                                                          JANUS ASPEN                       NFS NEW
                                                           WORLDWIDE                       DISCOVERY
                                                             GROWTH                          SERIES           ACTIVE BOND II
                                                           SUBACCOUNT                      SUBACCOUNT           SUBACCOUNT
                                                    --------------------------    --------------------------  --------------
                                                        2001         2000***          2001          2000**       2001****
                                                    -----------    -----------    -----------    -----------  --------------
                                                                                                 
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .........              --             --             --             --    $        71
 Outside Trust ................................     $         7    $         1    $     3,282    $        --             --
 Interest income on policy loans ..............              --             --             --             --             --
                                                    -----------    -----------    -----------    -----------    -----------
Total investment income .......................               7              1          3,282             --             71
Expenses:
 Mortality and expense risks ..................              18              8            282             19              8
                                                    -----------    -----------    -----------    -----------    -----------
Net investment income (loss) ..................             (11)            (7)         3,000            (19)            63
Net realized and unrealized gain (loss) on
 investments:
 Net realized income (loss) ...................             (46)           (71)          (491)            (7)             1
 Net unrealized appreciation (depreciation)
  during the period ...........................          (1,396)          (717)       (23,621)           197             24
                                                    -----------    -----------    -----------    -----------    -----------
Net realized and unrealized gain (loss) on
 investments ..................................          (1,442)          (788)       (24,112)           190             25
                                                    -----------    -----------    -----------    -----------    -----------
Net increase (decrease) in net assets resulting
 from operations ..............................     $    (1,453)   $      (795)   $   (21,112)   $       171    $        88
                                                    ===========    ===========    ===========    ===========    ===========




                                                     LARGE/MID      SMALL CAP
                                                     CAP VALUE        VALUE
                                                    -----------    -----------
                                                      2001****       2001****
                                                    -----------    -----------
                                                             
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .........     $    32,410    $        13
 Outside Trust ................................              --             --
 Interest income on policy loans ..............              --             --
                                                    -----------    -----------
Total investment income .......................          32,410             13
Expenses:
 Mortality and expense risks ..................          19,605              5
                                                    -----------    -----------
Net investment income (loss) ..................          12,805              8
Net realized and unrealized gain (loss) on
 investments:
 Net realized income (loss) ...................         478,407           (350)
 Net unrealized appreciation (depreciation)
  during the period ...........................      (1,138,810)           443
                                                    -----------    -----------
Net realized and unrealized gain (loss) on
 investments ..................................        (660,403)            93
                                                    -----------    -----------
Net increase (decrease) in net assets resulting
 from operations ..............................     $  (647,598)   $       101
                                                    ===========    ===========


- ----------

  **  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.


                                      141



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                       STATEMENTS OF CHANGES IN NET ASSETS

           YEARS AND PERIODS ENDED SEPTEMBER 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 ...................... $     25,073   $  6,287,826   $ 6,329,395   $  4,430,900   $ 5,332,953   $ 5,481,982
 Net realized gains (losses) ................     (175,998)     1,809,410     1,146,308       (515,287)   (1,058,175)     (388,883)
 Net unrealized appreciation
  (depreciation) during the period ..........  (12,425,145)   (17,039,660)      320,087      2,482,298     3,862,398    (5,439,148)
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations ..................  (12,576,070)    (8,942,424)    7,795,790      6,397,911     8,137,176      (346,049)
From policyholder transactions:
 Net premiums from policyholders ............    9,798,367     16,225,070    10,950,682      9,484,532    26,218,788    11,668,600
 Net benefits to policyholders ..............   (5,259,528)    (8,421,666)   (5,776,293)    (9,173,407)   17,903,281)   (7,543,864)
 Net increase (decrease) in policy loans ....     (207,346)       407,961            --        793,349       620,295            --
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase in net assets resulting from
 policyholder transactions ..................    4,331,493      8,211,365     5,174,389      1,104,474     8,935,802     4,124,736
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets .......   (8,244,577)      (731,059)   12,970,179      7,502,385    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 ................. $ 35,052,801   $ 43,297,378   $44,028,437   $105,464,945   $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) ............... $     85,385   $    322,155   $   200,569   $    (21,297)  $   581,967   $   527,624
 Net realized gains (losses)  ...............     (122,640)        76,586        62,140          3,918       159,388        48,210
 Net unrealized appreciation (depreciation)
  during the period .........................   (1,653,325)    (1,706,468)    1,295,768     (1,739,132)   (2,654,137)    1,125,829
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations ..................   (1,690,580)    (1,307,727)    1,558,477     (1,756,511)   (1,912,782)    1,701,663
From policyholder transactions:
 Net premiums from policyholders ............    1,306,416      2,208,529     1,634,643      1,836,588     4,738,730     1,398,160
 Net benefits to policyholders ..............   (1,081,138)    (1,307,479)   (1,119,500)    (2,644,594)     (956,063)     (390,180)
 Net increase (decrease) in policy loans ....      (15,762)       110,023            --             --            --            --
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions ...      209,516      1,011,073       515,143       (808,006)    3,782,667     1,007,980
                                              ------------   ------------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets .......   (1,481,064)      (296,654)    2,073,620     (2,564,517)    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 ................. $  5,403,275   $  6,884,340   $ 7,180,994   $  3,817,302   $ 6,381,819   $ 4,511,934
                                              ============   ============   ===========   ============   ===========   ===========


See accompanying notes.


                                      142



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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) .............  $      1,213   $      7,198   $    15,944   $    (64,238)  $  2,182,817   $  1,338,175
 Net realized gains (losses)  .............        (8,554)        (3,641)        1,061     (1,706,682)     1,892,763        420,826
 Net unrealized appreciation (depreciation)
  during the period .......................       (19,857)       (21,945)       (8,559)    (6,633,116)   (11,690,290)     4,283,452
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from operations ................       (27,198)       (18,388)        8,446     (8,404,036)    (7,614,710)     6,042,453
From policyholder transactions:
 Net premiums from policyholders ..........        84,769         75,380       115,573      8,459,392     13,112,643      7,041,199
 Net benefits to policyholders ............       (45,073)       (83,639)     (133,983)    (2,483,421)    (4,430,561)      (947,660)
 Net increase in policy loans .............            --             --            --             --             --             --
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions .        39,696         (8,259)      (18,410)     5,975,971      8,682,082      6,093,539
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets .....        12,498        (26,647)       (9,964)    (2,428,065)     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 ...............  $    186,219   $    173,721   $   200,368   $ 12,248,881   $ 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 ....................  $    130,087   $    693,327   $   474,149   $    725,466   $  1,290,563   $  1,143,104
 Net realized gains (losses)  .............        67,962        (47,306)      123,242             --             --             --
 Net unrealized appreciation
  (depreciation) during the period ........    (1,393,400)       854,807      (499,454)            --             --             --
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from operations ................    (1,195,351)     1,500,828        97,937        725,466      1,290,563      1,143,104
From policyholder transactions:
 Net premiums from policyholders ..........     6,639,919      7,024,748     5,449,922     18,020,488     26,609,851     16,733,655
 Net benefits to policyholders ............    (1,543,150)    (1,798,175)   (1,059,147)   (21,929,201)   (22,265,301)   (46,642,184)
 Net increase in policy loans .............            --             --            --         38,516         77,509             --
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions .     5,096,769      5,226,573     4,390,775     (3,870,197)     4,422,059    (29,908,529)
                                             ------------   ------------   -----------   ------------   ------------   ------------
Net increase (decrease) in net assets .....     3,901,418      6,727,401     4,488,712     (3,144,731)     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 ...............  $ 18,891,606   $ 14,990,188   $ 8,262,787   $ 23,070,997   $ 26,215,728   $ 20,503,106
                                             ============   ============   ===========   ============   ============   ============


See accompanying notes.


                                      143



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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)  ............ $     1,038   $   824,979   $     2,457   $     (25,816)  $     570,559   $     810,295
 Net realized gains (losses) ..............      (2,862)      (47,013)     (547,518)       (102,355)       (136,669)         16,952
 Net unrealized appreciation (depreciation)
  during the period .......................     (75,104)      853,987       657,486        (889,404)         (2,663)       (590,295)
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets
 resulting from operations ................     (76,928)    1,631,953       112,425      (1,017,575)        431,227         236,952
From policyholder transactions:
 Net premiums from policyholders ..........     765,924     2,895,543     2,086,192       1,208,797       1,474,342       1,533,102
 Net benefits to policyholders ............     (35,188)     (830,119)   (3,546,814)       (913,635)     (1,536,191)     (1,200,248)
 Net increase in policy loans .............          --            --            --              --              --              --
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets
 resulting from policyholder transactions .    (730,736)    2,065,424    (1,460,622)        295,162         (61,849)        332,854
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets .....     653,808     3,697,377    (1,348,197)       (722,413)        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 ............... $   653,808   $ 8,399,009   $ 4,701,632   $   5,133,009   $   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 .................... $   158,563   $   465,264   $   255,391   $   1,695,152   $  44,427,885   $  35,556,691
 Net realized gains (losses)  .............    (171,749)     (159,205)     (168,994)        291,493      18,300,286       5,502,422
 Net unrealized appreciation
  (depreciation) during the period ........      63,266       919,904      (220,380)    (58,152,177)    (96,829,044)      2,405,417
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets
 resulting from operations ................      50,080     1,225,963      (133,983)    (56,165,532)    (34,100,873)     43,464,530
From policyholder transactions:
 Net premiums from policyholders ..........   1,189,510     1,762,038       968,627      20,191,545      31,462,247      34,593,082
 Net benefits to policyholders ............  (1,501,999)   (1,130,179)   (2,335,552)    (21,398,447)    (71,685,409)    (34,650,911)
 Net increase (decrease) in policy loans ..      33,805       114,851            --      (1,356,490)      1,310,472              --
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets
 resulting from policyholder transactions .    (278,684)      746,710    (1,366,925)     (2,563,392)    (38,912,690)        (57,829)
                                            -----------   -----------   -----------   -------------   -------------   -------------
Net increase (decrease) in net assets .....    (228,604)    1,972,673    (1,500,908)    (58,728,924)    (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 ............... $ 5,774,169   $ 6,002,773   $ 4,030,100   $ 208,757,610   $ 267,486,534   $ 340,500,097
                                            ===========   ===========   ===========   =============   =============   =============


See accompanying notes.


                                      144



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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 ....................... $  1,876,437   $ 11,092,640   $ 10,302,317   $    15,584   $    15,494   $    14,042
 Net realized gains (losses) .................       44,474      1,551,519        996,546          (315)       (2,287)       (8,638)
 Net unrealized appreciation (depreciation)
  during the period ..........................  (11,191,146)   (12,278,637)    (2,108,530)       13,799         6,756        (2,442)
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations ...................   (9,270,235)       365,522      9,190,333        29,068        19,963         2,962
From policyholder transactions:
 Net premiums from policyholders .............    9,044,080     12,192,565     13,430,282       282,609       167,135       109,732
 Net benefits to policyholders ...............  (10,942,264)   (19,842,234)   (14,305,859)      (90,217)      (69,043)     (370,270)
 Net increase in policy loans ................      347,322        630,955             --            --            --            --
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions ....   (1,550,862)    (7,018,714)      (875,577)      192,392        98,092      (260,538)
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets ........  (10,821,097)    (6,653,192)     8,314,756       221,460       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 .................. $101,655,130   $112,476,227   $119,129,419   $   578,428   $   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 (loss) ................ $    (15,612)  $    297,508   $     61,905   $    48,157   $   564,716   $   223,214
 Net realized gains (losses) .................     (497,942)      (110,857)       (33,134)     (254,673)      348,813       155,412
 Net unrealized appreciation (depreciation)
  during the period ..........................     (773,318)      (668,463)      (148,401)   (4,019,589)   (2,497,504)      387,412
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations ...................     (956,872)      (481,812)      (119,630)   (4,226,105)   (1,583,975)      766,038
From policyholder transactions:
 Net premiums from policyholders .............    2,352,805      1,608,648      1,483,922     7,905,633     9,284,275     2,354,681
 Net benefits to policyholders ...............   (1,991,173)      (452,404)      (447,402)     (841,569)     (469,272)   (3,673,500)
 Net increase in policy loans ................           --             --             --            --            --            --
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions ....      361,632      1,156,242      1,036,520     7,064,064     8,815,003    (1,318,819)
                                               ------------   ------------   ------------   -----------   -----------   -----------
Net increase (decrease) in net assets ........     (595,240)       674,430        916,890     2,837,959     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 .................. $  3,546,582   $  4,141,822   $  3,467,392   $13,694,930   $10,859,971   $ 3,628,943
                                               ============   ============   ============   ===========   ===========   ===========


See accompanying notes.


                                      145



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

           YEARS AND PERIODS ENDED SEPTEMBER 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 ........................  $    216,322   $  2,141,880   $    529,375   $       518   $    57,408   $  33,778
 Net realized gains (losses)  .................       (85,115)       485,643        271,978        (6,331)      (14,302)       (151)
 Net unrealized appreciation (depreciation)
  during the period ...........................   (11,294,511)    (8,035,375)     1,282,937        24,984        63,359     (52,953)
                                                 ------------   ------------   ------------   -----------   -----------   ---------
Net increase (decrease) in net assets resulting
 from operations ..............................   (11,163,304)    (5,407,852)     2,084,290        19,171       106,465     (19,326)
From policyholder transactions:
 Net premiums from policyholders ..............     9,622,997     43,728,519      6,697,385       283,498       396,099     696,619
 Net benefits to policyholders ................    (4,406,332)    (2,630,030)    (1,623,429)     (201,794)     (192,421)   (317,999)
 Net increase in policy loans .................            --             --             --            --            --          --
                                                 ------------   ------------   ------------   -----------   -----------   ---------
Net increase in net assets resulting from
 policyholder transactions ....................     5,216,665     41,098,489      5,073,956        81,704       203,678     378,620
                                                 ------------   ------------   ------------   -----------   -----------   ---------
Net increase (decrease) in net assets .........    (5,946,639)    35,690,637      7,158,246       100,875       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 ...................  $ 50,069,716   $ 50,096,716   $ 14,406,079   $ 1,240,736   $ 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)  ................  $     (1,587)  $     50,617   $     18,189 $    (1,807)   $    87,962    $  14,188
 Net realized gains (losses)  .................       (87,369)        20,969         26,736      30,200         13,902       11,526
 Net unrealized appreciation
  (depreciation) during the period ............       (56,525)      (120,040)        23,628    (276,840)       (35,201)     122,734
                                                 ------------   ------------   ------------ -----------    -----------    ---------
Net increase (decrease) in net
 assets resulting from operations .............      (145,481)       (48,454)        68,553    (248,447)        66,663      148,448
From policyholder transactions:
 Net premiums from policyholders ..............       309,721        192,556        109,802   1,045,529        616,308      152,629
 Net benefits to policyholders ................      (214,915)       (31,415)       (45,555)   (958,497)       (39,267)     (31,332)
 Net increase in policy loans .................            --             --             --          --             --           --
                                                 ------------   ------------   ------------ -----------    -----------    ---------
Net increase in net assets resulting from
 policyholder transactions ....................        94,806        161,141         64,247      87,032        577,041      121,297
                                                 ------------   ------------   ------------ -----------    -----------    ---------
Net increase (decrease) in net assets .........       (50,675)       112,687        132,800    (161,415)       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 ...................  $    319,819   $    370,494   $    257,807 $ 1,007,791    $ 1,169,206    $ 525,502
                                                 ============   ============   ============ ===========    ===========    =========


See accompanying notes.


                                      146



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

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



                                              FRONTIER CAPITAL APPRECIATION SUBACCOUNT      EMERGING MARKETS EQUITY SUBACCOUNT
                                              ----------------------------------------     -----------------------------------
                                                 2001           2000          1999            2001        2000          1999
                                              -----------    ---------     -----------     ---------   -----------   ---------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)  .............  $     2,251    $ 130,136     $     8,771     $  (1,807)  $    58,591   $  15,170
 Net realized gains (losses) ...............      (52,619)      68,311         (59,550)     (424,870)       19,902       1,838
 Net unrealized appreciation (depreciation)
  during the period ........................      (47,847)    (175,994)         89,369       193,158      (571,486)     92,713
                                              -----------    ---------     -----------     ---------   -----------   ---------
Net increase (decrease) in net assets
 resulting from operations .................      (98,215)      22,453          38,590      (233,519)     (492,993)    109,721
From policyholder transactions:
 Net premiums from policyholders ...........      429,905      219,803         103,675       588,861     1,133,676     336,277
 Net benefits to policyholders .............     (462,120)    (179,523)     (2,221,410)     (471,991)     (337,143)     (8,915)
 Net increase in policy loans ..............           --           --              --            --            --          --
                                              -----------    ---------     -----------     ---------   -----------   ---------
Net increase (decrease) in net assets
 resulting from policyholder transactions ..      (32,215)      40,280      (2,117,735)      116,870       796,533     327,362
                                              -----------    ---------     -----------     ---------   -----------   ---------
Net increase (decrease) in net assets ......     (130,430)      62,733      (2,079,145)     (116,649)      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 ................  $   386,286    $ 516,716     $   453,983     $ 624,703   $   741,352   $ 437,812
                                              ===========    =========     ===========     =========   ===========   =========


                                                      BOND INDEX SUBACCOUNT                 SMALL/MID CAP CORE SUBACCOUNT
                                              -------------------------------------      -----------------------------------
                                                  2001         2000         1999            2001         2000         1999
                                              -----------   ---------   -----------      ---------   -----------   ---------
                                                                                                 
Increase (decrease) in  net assets from
 operations:
 Net investment income (loss)  .............  $    66,110   $   6,712   $     2,701      $    (165)  $    21,792   $   6,364
 Net realized gains (losses)  ..............        6,268        (607)       (1,613)        (1,290)        1,505       1,093
 Net unrealized appreciation
  (depreciation) during the period .........       66,645       6,100        (1,753)       (78,559)      (13,928)      4,719
                                              -----------   ---------   -----------      ---------   -----------   ---------
Net increase (decrease) in net
 assets resulting from operations ..........      139,023      12,205          (665)       (80,014)        9,369      12,176
From policyholder transactions:
 Net premiums from policyholders ...........    4,791,282     196,240        80,921        112,553       479,768      44,493
 Net benefits to policyholders .............      (57,786)    (16,742)      (20,596)       (92,220)       (6,951)    (12,003)
 Net increase in policy loans ..............           --          --            --             --            --          --
                                              -----------   ---------   -----------      ---------   -----------   ---------
Net increase in net assets resulting from
 policyholder transactions .................    4,733,496     179,498        60,325         20,333       472,817      32,490
                                              -----------   ---------   -----------      ---------   -----------   ---------
Net increase (decrease) in net assets ......    4,872,519     191,703        59,660        (59,681)      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 ................  $ 5,138,431   $ 265,912   $    74,209      $ 499,870   $   559,551   $  77,365
                                              ===========   =========   ===========      =========   ===========   =========


See accompanying notes.


                                      147



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

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



                                                                      CLIFTON ENHANCED
                               HIGH YIELD BOND SUBACCOUNT           US EQUITY SUBACCOUNT
                        ------------------------------------   -----------------------------
                            2001          2000        1999       2001       2000      1999*
                        -----------   -----------   --------   --------   --------   -------
                                                                   
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss)  ............  $    39,771   $    78,692   $  2,791   $    (69)  $  3,190   $ 1,374
 Net realized gains
  (losses)  ..........     (107,391)      (12,114)      (396)      (525)       302        11
 Net unrealized
  appreciation
  (depreciation)
  during the period ..       93,431      (188,735)    (1,172)    (4,557)    (5,562)    1,285
                        -----------   -----------   --------   --------   --------   -------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........       25,811      (122,157)     1,223     (5,151)    (2,070)    2,670
From policyholder
 transactions:
 Net premiums from
  policyholders ......      578,612     1,514,684     69,375      5,606     16,541    15,505
 Net benefits to
  policyholders ......   (1,298,307)      (88,711)        --     (1,717)    (9,351)       --
 Net increase in
  policy loans .......           --            --         --         --         --        --
                        -----------   -----------   --------   --------   --------   -------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions ........     (719,695)    1,425,973     69,375      3,889      7,190    15,505
                        -----------   -----------   --------   --------   --------   -------
Net increase
 (decrease) in net
 assets ..............     (693,884)    1,303,816     70,598     (1,262)     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 ..............  $   685,983   $ 1,379,867   $ 76,051   $ 22,033   $ 23,295   $18,175
                        ===========   ===========   ========   ========   ========   =======




                                 LARGE CAP AGGRESSIVE          FUNDAMENTAL GROWTH
                                  GROWTH SUBACCOUNT                SUBACCOUNT
                               -------------------------   -------------------------
                                   2001         2000**         2001         2000**
                               -----------   -----------   -----------   -----------
                                                             
Increase (decrease) in net
 assets from operations:
 Net investment income (loss)  $        (8)  $        30   $       (48)  $     1,351
 Net realized (losses) ......          (40)           (8)         (242)          (10)
 Net unrealized
  (depreciation) during the
  period ....................         (444)         (616)       (5,780)       (1,226)
                               -----------   -----------   -----------   -----------
Net increase (decrease) in
 net assets resulting from
 operations .................         (492)         (594)       (6,070)          115
From policyholder
 transactions:
 Net premiums from
  policyholders .............            4         2,528         7,509     9,264,914
 Net benefits to
  policyholders .............          (80)           --        (7,658)   (9,251,776)
 Net increase in policy loans           --            --            --            --
                               -----------   -----------   -----------   -----------
Net increase (decrease) in
 net assets resulting from
 policyholder transactions ..          (76)        2,528          (149)       13,138
                               -----------   -----------   -----------   -----------
Net increase (decrease) in
 net assets .................         (568)        1,934        (6,219)       13,253
Net assets at beginning of
 period .....................        1,934            --        13,253            --
                               -----------   -----------   -----------   -----------
Net assets at end of period .  $     1,366   $     1,934   $     7,034   $    13,253
                               ===========   ===========   ===========   ===========


- ----------

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

See accompanying notes.


                                      148



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

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



                                                                       FIDELITY VIP II
                           AIM V.I. VALUE     FIDELITY VIP GROWTH        CONTRAFUND
                             SUBACCOUNT            SUBACCOUNT            SUBACCOUNT
                        -------------------   -------------------   -------------------
                          2001      2000**      2001      2000**      2001      2000**
                        --------   --------   --------   --------   --------   --------
                                                             
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss)  ............  $    (42)  $    230   $    256   $     (6)  $    158   $    (12)
 Net realized (losses)      (173)       (11)      (472)        (7)      (160)        (4)
 Net unrealized
  (depreciation)
  during the period ..    (2,905)    (1,068)      (983)      (525)    (2,418)      (366)
                        --------   --------   --------   --------   --------   --------
Net (decrease) in net
 assets resulting from
 operations ..........    (3,120)      (849)    (1,199)      (538)    (2,420)      (382)
From policyholder
 transactions:
 Net premiums from
  policyholders ......    10,605     12,213        734      5,160     10,626     13,880
 Net benefits to
  policyholders ......      (401)    (6,072)    (1,234)      (394)      (590)    (6,991)
 Net increase in
  policy loans .......        --         --         --         --         --         --
                        --------   --------   --------   --------   --------   --------
Net increasein net
 assets resulting from
 policyholder
 transactions ........    10,204      6,141        500      4,766     10,036      6,889
                        --------   --------   --------   --------   --------   --------
Net increase
 (decrease) in net
 assets ..............     7,084      5,292     (1,699)     4,228      7,616      6,507
Net assets at
 beginning of period .     5,292         --      4,228         --      6,507         --
                        --------   --------   --------   --------   --------   --------
Net assets at end of
 period ..............  $ 12,376   $  5,292   $  2,529   $  4,228   $ 14,123   $  6,507
                        ========   ========   ========   ========   ========   ========


                            JANUS ASPEN           JANUS ASPEN             MFS NEW
                          GLOBAL TECHNICAL      WORLDWIDE GROWTH      DISCOVERY SERIES
                             SUBACCOUNT            SUBACCOUNT            SUBACCOUNT
                        -------------------   -------------------   -------------------
                          2001      2000***     2001      2000***     2001      2000**
                        --------   --------   --------   --------   --------   --------
                                                             
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss)  ............  $      4   $     16   $    (11)  $     (7)  $  3,000   $    (19)
 Net realized (losses)       (87)       (99)       (46)       (71)      (491)        (7)
 Net unrealized
  appreciation
  (depreciation)
  during the period ..    (1,856)    (1,649)    (1,396)      (717)   (23,621)       197
                        --------   --------   --------   --------   --------   --------
Net increase
 (decrease) in net
 assets resulting from
 operations ..........    (1,939)    (1,732)    (1,453)      (795)   (21,112)       171
From policyholder
 transactions:
 Net premiums from
  policyholders ......       215      5,487        406      5,929     93,317     37,394
 Net benefits to
  policyholders ......      (296)        --       (521)      (470)   (10,547)   (18,758)
 Net increase in
  policy loans .......        --         --         --         --         --         --
                        --------   --------   --------   --------   --------   --------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions ........       (81)     5,487       (115)     5,459     82,770     18,636
                        --------   --------   --------   --------   --------   --------
Net increase
 (decrease) in net
 assets ..............    (2,020)     3,755     (1,568)     4,664     61,658     18,807
Net assets at
 beginning of period .     3,755         --      4,664         --     18,807         --
                        --------   --------   --------   --------   --------   --------
Net assets at end of
 period ..............  $  1,735   $  3,755   $  3,096   $  4,664   $ 80,465   $ 18,807
                        ========   ========   ========   ========   ========   ========


- ----------

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

See accompanying notes.


                                      149



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

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



                         ACTIVE BOND II  LARGE/MID CAP VALUE   SMALL CAP VALUE
                           SUBACCOUNT        SUBACCOUNT          SUBACCOUNT
                         --------------  -------------------  ----------------
                            2001****          2001****            2001****
                         --------------  -------------------  ----------------
                                                         
Increase (decrease) in
 net assets from
 operations:
 Net investment income ...  $   63          $    12,805           $     8
 Net realized gains
  (losses) ...............       1              478,407              (350)
 Net unrealized
  appreciation
  (depreciation) during
  the period .............      24           (1,138,810)              443
                            ------          -----------           -------
Net increase (decrease)
 in net assets
 resulting from
 operations ..............      88             (647,598)              101
From policyholder
 transactions:
 Net premiums from
  policyholders ..........   2,824            1,270,788            14,148
 Net benefits to
  policyholders ..........    (150)          (5,692,760)           (5,641)
 Net increase in policy
  loans ..................      --                   --                --
                            ------          -----------           -------
Net increase (decrease)
 in net assets
 resulting from
 policyholder
 transactions ............   2,674           (4,421,972)            8,507
                            ------          -----------           -------
Net increase (decrease)
 in net assets ...........   2,762           (5,069,570)            8,608
Net assets at beginning
 of period ...............      --            8,399,009                --
                            ------          -----------           -------
Net assets at end of
 period ..................  $2,762          $ 3,329,439           $ 8,608
                            ======          ===========           =======


- ----------

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

See accompanying notes.


                                      150



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 2001

1. ORGANIZATION

      John Hancock Variable Life Account UV (the Account) is a separate
investment account of John Hancock Life Insurance Company (JHLICO or John
Hancock). John Hancock Variable Life 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 Trust
(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 subaccounts of the Trust and
Outside Trust 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 Trust 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.


                                      151



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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 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 Fund.


                                      152



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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 September 30 were as follows:



         SUBACCOUNT            SHARES OWNED      COST          VALUE
         ----------            ------------  ------------   -------------
                                                   
Large Cap Growth . . . . . .    2,416,440    $ 54,081,209   $ 32,238,723
Active Bond. . . . . . . . .    9,666,633      92,877,857     93,295,695
International Equity Index .      441,466       7,195,575      4,966,880
Small Cap Growth . . . . . .      417,508       6,793,194      3,817,361
Global Balanced. . . . . . .       23,312         227,453        185,974
Mid Cap Growth . . . . . . .    1,423,346      26,026,524     12,249,074
Large Cap Value. . . . . . .    1,412,663      19,762,647     18,873,555
Money Market . . . . . . . .   20,787,418      20,787,418     20,787,418
Large/Mid Cap Value II . . .       65,480         728,443        653,339
Small/Mid Cap Growth . . . .      443,575       6,578,297      5,133,090
Real Estate Equity . . . . .      394,707       5,275,969      5,339,377
Growth & Income. . . . . . .   16,512,434     264,885,288    176,034,919
Managed. . . . . . . . . . .    7,137,794     101,171,743     87,488,855
Short-Term Bond. . . . . . .       56,558         562,556        576,275
Small Cap Equity . . . . . .      511,666       4,922,251      3,546,636
International Opportunities.    1,626,910      19,559,333     13,696,983
Equity Index . . . . . . . .    3,170,074      61,417,800     44,109,516
Global Bond. . . . . . . . .      118,118       1,196,389      1,237,355
Turner Core Growth . . . . .       26,876         442,833        319,823
Brandes International Equity       83,844       1,191,056      1,007,801
Frontier Capital Appreciation      28,509         487,816        386,290
Emerging Markets Equity. . .      124,447         909,880        624,216
Bond Index . . . . . . . . .      508,964       5,045,335      5,116,176
Small/Mid Cap CORE . . . . .       60,736         585,423        499,543
High Yield Bond. . . . . . .      102,060         777,614        681,119
Clifton Enhanced U.S. Equity        1,721          30,867         22,033
Large Cap Aggressive Growth.          193           2,426          1,366
Fundamental Growth . . . . .        1,038          14,040          7,034
AIM V.I. Value . . . . . . .          571          16,350         12,376
Fidelity VIP Growth. . . . .           88           4,037          2,529
Fidelity VIP II Contrafund .          752          16,908         14,123
Janus Aspen Global
 Technology. . . . . . . . .          558           5,240          1,735
Janus Aspen Worldwide Growth          123           5,208          3,096
MFS New Discovery Series . .        6,645         103,890         80,466
Active Bond II . . . . . . .          259           2,727          2,751
Large/Mid Cap Value. . . . .      263,889       3,739,008      3,326,891
Small Cap Value. . . . . . .          716           8,154          8,597



                                      153



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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 2001, were as follows:



            SUBACCOUNT               PURCHASES       SALES
            ----------              -----------   -----------
                                            
Large Cap Growth. . . . . . . . .   $ 7,001,493   $ 2,470,981
Active Bond . . . . . . . . . . .    10,622,178     6,361,981
International Equity Index. . . .       976,329       676,939
Small Cap Growth. . . . . . . . .     1,366,104     2,195,348
Global Balanced . . . . . . . . .        77,855        37,191
Mid Cap Growth. . . . . . . . . .     8,434,287     2,522,361
Large Cap Value . . . . . . . . .     6,313,877     1,105,072
Money Market. . . . . . . . . . .    12,002,156    15,193,863
Large/Mid Cap Value II. . . . . .       790,505        59,200
Small/Mid Cap Growth. . . . . . .       873,038       603,611
Real Estate Equity. . . . . . . .     1,068,485     1,274,824
Growth & Income . . . . . . . . .    10,881,837    10,474,368
Managed . . . . . . . . . . . . .     5,407,115     5,640,439
Short-Term Bond . . . . . . . . .       275,047        69,224
Small Cap Equity. . . . . . . . .     2,407,054     2,060,980
International Opportunities . . .     7,837,966       726,692
Equity Index. . . . . . . . . . .     8,930,085     3,537,659
Global Bond . . . . . . . . . . .       257,023       178,182
Turner Core Growth. . . . . . . .       309,161       215,938
Brandes International Equity. . .       971,398       886,163
Frontier Capital Appreciation . .       434,275       464,235
Emerging Markets Equity . . . . .       550,148       435,572
Bond Index. . . . . . . . . . . .     4,908,359       131,008
Small/Mid Cap CORE. . . . . . . .       371,400       351,559
High Yield Bond . . . . . . . . .       625,321     1,310,109
Clifton Enhanced U.S. Equity. . .         5,646         1,826
Large Cap Aggressive Growth . . .            --            84
Fundamental Growth. . . . . . . .           120           317
AIM V.I. Value. . . . . . . . . .        10,618           456
Fidelity VIP Growth . . . . . . .           860         1,104
Fidelity VIP II Contrafund. . . .        10,825           631
Janus Aspen Global Technology . .            17            94
Janus Aspen Worldwide Growth. . .             7           133
MFS New Discovery Series. . . . .        88,640         2,869
Active Bond II. . . . . . . . . .         2,893           167
Large/Mid Cap Value . . . . . . .     1,056,005     5,467,721
Small Cap Value . . . . . . . . .        14,296         5,792



                                      154



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 30, 2001

5. NET ASSETS

      Accumulation shares attributable to net assets of policyholders and
accumulation share values for each subaccount at September 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                 76,665        $45.78        397,319       $45.78        36,999         $45.78
Active Bond                      35,774         27.71      1,749,724        27.71        15,438          27.71
International Equity Index       34,021         16.70        130,662        11.45        15,668          16.70
Small Cap Growth                123,545         11.45        156,574        15.55        46,500          11.49
Global Balanced                   8,927         10.40          2,590        10.40         4,960          10.40
Mid Cap Growth                  215,644         12.47        623,532        12.46        79,799          12.46
Large Cap Value                 157,978         17.00        836,878        17.00        67,332          17.00
Money Market                    233,821         19.68        316,766        19.68        26,442          19.68
Large/Mid Cap Value II           81,597         15.49         67,053        15.45        35,901          15.45
Small/Mid Cap Growth             36,326         17.91        220,174        17.92        10,89?          17.92
Real Estate Equity               15,072         29.30         97,410        29.30        10,503          29.30
Growth & Income                 174,094         44.19      1,380,190        44.19        96,188          44.19
Managed                          70,676         35.38      1,110,650        35.38        38,247          35.38
Short-Term Bond                   7,638         14.94         23,405        14.94         3,339          14.94
Small Cap Equity                 67,638          8.42        265,813         8.42        33,190           8.42
International Opportunities      44,737          9.80      1,286,515         9.80        20,196           9.80
Equity Index                    273,782         16.51      2,177,283        16.51        92,032          16.51
Global Bond                      29,182         13.72         40,108        13.72        10,905          13.72
Turner Core Growth                5,727         15.69          5,145        15.69            30          15.70
Brandes International Equity     17,563         14.34         11,740        14.34         1,057          14.34



                                      155



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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                   3,796        $17.82         3,384        $17.82           532         $17.82
Emerging Markets Equity        45,506          5.69        43,948          5.70        10,568           5.70
Bond Index                     54,866         12.34       359,122         12.34         1,562          12.34
Small/Mid Cap CORE              7,071          9.38        25,751          9.38         1,652           9.38
High Yield Bond                50,701          8.68        18,040          8.69         3,479           8.69
Clifton Enhanced U.S.
 Equity                         2,377          9.27            --            --            --             --
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                    --            --            --            --            --             --



                                      156



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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                 25,178        $19.64        16,344        $19.71        3,163          $19.79
Active Bond                      19,153         16.13         6,072         16.19           --              --
International Equity Index       21,942         10.62         2,583         10.66           --              --
Small Cap Growth                 15,101         11.43         4,263         11.46           --              --
Global Balanced                     200         10.38            --            --           --              --
Mid Cap Growth                   26,109         12.44        16,825         12.48           --              --
Large Cap Value                  20,288         16.97        20,596         17.01           --              --
Money Market                     46,210         14.22        41,955         14.27           --              --
Large/Mid Cap Value II           29,639         15.47           726         15.52           --              --
Small/Mid Cap Growth              5,751         17.88         5,791         17.95           --              --
Real Estate Equity                1,349         19.05         2,554         19.12           --              --
Growth & Income                  88,973         20.04        35,739         20.11        4,126           20.19
Managed                          23,835         18.62        11,961         18.70           --              --
Short-Term Bond                   3,246         14.91            --            --           --              --
Small Cap Equity                 21,043          8.41         3,703          8.43           --              --
International Opportunities      13,401          9.78         9,641          9.81        6,024            9.83
Equity Index                     57,726         16.49        48,206         16.53           --              --
Global Bond                       5,531         16.70            --            --           --              --
Turner Core Growth                   --            --            --            --           --              --
Brandes International Equity        746         14.14        12,290         14.18           --              --



                                      157



                      JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

                               SEPTEMBER 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                     285        $19.20        2,515         $19.25          --             --
Emerging Markets Equity         6,711          5.69          841           5.70          --             --
Bond Index                        562         12.33          235          12.35          --             --
Small/Mid Cap CORE             17,345          9.37        1,500           9.39          --             --
High Yield Bond                 1,927          8.68          277           8.69          --             --
Clifton Enhanced U.S.
 Equity                            --            --           --             --          --             --
Large Cap Aggressive
 Growth                           227          6.02           --             --          --             --
Fundamental Growth              1,268          5.55           --             --          --             --
AIM V.I. Value                    606          6.66        1,252           6.67          --             --
Fidelity VIP Growth               407          6.31           --             --          --             --
Fidelity VIP II Contrafund        637          7.81        1,157           7.88          --             --
Janus Aspen Global
 Technology                       540          3.21           --             --          --             --
Janus Aspen Worldwide
 Growth                           544          5.69           --             --          --             --
MFS New Discovery Series        1,630          7.50        9,088           7.51          --             --
Active Bond II                    243         11.37           --             --          --             --
Large/Mid Cap Value               572          8.78           --             --          --             --
Small Cap Value                   951          9.06           --             --          --             --



                                      158



                         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


                                      159



                 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.


                                      160



                 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 .......                     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.


                                      161



                 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.


                                      162



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000



                              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 ...............     $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.


                                      163



                 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.


                                      164



                 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.


                                      165



                 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.


                                      166



                 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.


                                      167



                 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.


                                      168



                 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.


                                      169



                 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.


                                      170



                 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.


                                      171



                 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.


                                      172



                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.


                                      173



                 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.


                                      174



                 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.


                                      175



                 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.


                                      176



                 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.


                                      177



                 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.


                                      178



                 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.


                                      179



                 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.


                                      180



                 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.


                                      181



                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.


                                      182



                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


                                      183



                 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


                                      184



                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                 62                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               --                 --                     --            --            --             --



                                      185



                 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



                                      186



                 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



                                      187



                   ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

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

KEY WORD OR PHRASE      PAGE  KEY WORD OR PHRASE                        PAGE

Account..............    33    monthly definition date .................  35
account value........     9    mortality and expense risk charge .......  10
Additional Sum Insured   16    Option A; Option B ......................  16
annual processing date   17    optional benefits charge ................  11
attained age.........    10    optional extra death benefit feature ....  17
Basic Sum Insured....    16    owner ...................................   5
beneficiary..........    44    partial withdrawal ......................  15
business day.........    33    partial withdrawal charge ...............  11
changing Option A or B   19    payment options .........................  20
changing the Total Sum         Planned Premium .........................   7
 Insured.............    18    policy anniversary ......................  35
charges..............     9    policy split option .....................  18
Code.................    40    policy year .............................  35
cost of insurance              premium; premium payment ................   5
 rates...............    10    prospectus ..............................   3
date of issue........    34    receive; receipt ........................  22
death benefit........     5    reinstate; reinstatement ................   7
deductions...........     9    sales charge ............................   9
dollar cost averaging    14    SEC .....................................   2
enhanced cash value            Separate Account UV .....................  33
 rider...............    18    Series Funds ............................   2
expenses of the Series         Servicing Office ........................   2
 Funds...............    11    special loan account ....................  16
fixed investment               subaccount ..............................  33
 option..............    34    surrender ...............................   5
full surrender.......    15    surrender value .........................  15
fund.................     2    Target Premium ..........................  10
grace period.........     7    tax considerations ......................  40
guaranteed minimum             telephone transfers .....................  22
 death benefit.......     7    Total Sum Insured .......................  16
Guaranteed Minimum             tranfers of account value ...............  14
 Death Benefit Premium    8    variable investment options .............   1
insurance charge.....    10    we; us ..................................  33
insured person.......     5    withdrawal ..............................  15
investment options...     1    withdrawal charges ......................  11
John Hancock.........    33    you; your ...............................   5
lapse................     7
loan.................    15
loan interest........    16
maximum premiums.....     6
Minimum Initial
 Premium.............    34
minimum insurance
 amount..............    17
minimum premiums.....     6
modified endowment
 contract............    41


                                      188



                                    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 188 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.

            (d) Form of marketing and Distribution Agreement between John
                Hancock Life Insurance Company, and John Hancock Funds, Inc.,
                incorporated by reference to John Hancock Variable Annuity
                Account H Initial Registration Statement (File No. 811-0711),
                filed on July 18, 1996.

            (e) Form of Soliciting Dealer Agreement between John Hancock Funds,
                Inc., and soliciting broker-dealers or financial institutions
                participating in distribution of Contracts, incorporated by
                reference to Form S-1 Registration Statement for John Hancock
                Variable Life Insurance Company (File No. 33-64945), filed
                electronically on April 23, 1997.

            (f) Schedule of sales commissions included in Exhibit 1.A.(3) (d)
                above

     (4)    Not Applicable

     (5)    Form of flexible premium variable life insurance policy,
            incorporated by reference to the initial registration statement to
            File No. 333-70734, Filed on October 2, 2001.

     (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, 2001.

     (9)    Not Applicable.

     (10)   Form of application for Policy, incorporated by reference to the
            initial registration statement to File No 333-70734, Filed on
            October 2, 2001.

     (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, Filed herewith.

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 File No. 333-67744, the initial
    registration statement filed on August 16, 2001. 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, 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 13th day of February, 2002.

                            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-Effective 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
- ---------                     -----                              ----
                              Senior Executive Vice President
                              and Chief Financial Officer
/s/ THOMAS E. MOLONEY         (Principal Financial Officer
    ----------------------    and Principal Accounting
    Thomas E. Moloney         Officer)                         February 13, 2002


                              Chairman, President and Chief
                               Executive Officer
/s/ DAVID F. D'ALESSANDRO     (Principal Executive Officer)
    ------------------------
    David F. D'Alessandro                                      February 13, 2002
    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