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 N of The Manufacturers Life Insurance Company
(U.S.A.), (formerly known as Separate Account Four of The Manufacturers Life
Insurance Company of America) in Pre-Effective Amendment No. 1 to the
Registration Statement No. 333-100567 on Form S-6 and related prospectus of
Separate Account N of The Manufacturers Life Insurance Company (U.S.A.).

                                                           /s/ ERNST & YOUNG LLP


Philadelphia, Pennsylvania
December 16, 2002