Exhibit 99.2(C)



                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our report dated March 22, 2002 accompanying the
consolidated financial statements of The Manufacturers Life Insurance Company
(U.S.A.) and to the use of our report dated February 1, 2002 accompanying the
financial statements of Separate Account A of The Manufacturers Life Insurance
Company (U.S.A.), (formerly known as Separate Account Three of The
Manufacturers Life Insurance Company of America) in Pre-Effective Amendment No.
1 to the Registration Statement No. 333-100597 on Form S-6 and related
prospectus of Separate Account A of The Manufacturers Life Insurance Company
(U.S.A.).
                                                         /s/ ERNST & YOUNG LLP


Philadelphia, Pennsylvania
December 16, 2002