<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549
                               __________________

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1998
                             _____________________

             Securities and Exchange Commission File No. 812-06037

           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   22-2265014
                      (I.R.S. Employer Identification No.)

                             116 Huntington Avenue
                          Boston, Massachusetts  02116
                    (Address of principal executive offices)

                                 (617) 266-6008
              (Registrant's telephone number, including area code)

                             _____________________

Indicated by check market whether the registrant (1) has filed reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     __X__ Yes        _____ No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's sole class of common stock, as
of September 30, 1998 was 2,600.


<PAGE>   2


           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA


                         Quarterly Report on Form 10-Q
                    For the period ended September 30, 1998

                               Table of Contents



<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>      <C>                                                                                  <C>
Part I   Financial Information

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997            3

         Consolidated Statements of Income for the nine months and three months ended          4

         September 30, 1998 and 1997

         Statements of Cash Flows for the nine months ended September 30, 1998 and 1997        5

         Notes to Consolidated Financial Statements                                            6

Item 2.  Management Discussion and Analysis of Results of Operations and Financial Condition   7

Part II  Other Information

Item 1   Legal Proceedings                                                                     12

Item 2   Change in Securities                                                                  12

Item 3   Default upon Senior Securities                                                        12

Item 4   Submission of matters to a vote of Security Holders                                   12

Item 5   Other Information                                                                     12

Item 6A  Exhibits                                                                              12

Item 6B                                                                                        15

</TABLE>


                                       2


<PAGE>   3



           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                     MANULIFE-WOOD LOGAN HOLDING CO., INC.)

           The Manufacturers Life Insurance Company of North America

                    Consolidated Balance Sheets (Unaudited)


<TABLE>
<CAPTION>
                                                                 AS AT                 AS AT
                                                          SEPTEMBER 30            DECEMBER 31
ASSETS  ($ thousands)                                             1998                   1997
                                                          ------------            -----------
                                                            (UNAUDITED)

<S>                                                       <C>                     <C>
INVESTMENTS
  Fixed maturities available-for-sale, at fair value
  (amortized cost:  1998 $148,918; 1997 $140,573)         $   155,335             $   143,307
  Short-term investments                                       58,503                  14,992
  Policy loans                                                  4,956                   3,276
                                                          -----------             -----------
TOTAL INVESTMENTS                                         $   218,794             $   161,575
                                                          -----------             -----------
Cash and cash equivalents                                 $     2,721             $     7,339
Accrued investment income                                       2,829                   2,641
Deferred policy acquisition costs                             418,532                 364,983
Receivable from affiliates                                          -                   4,605
Other assets                                                    7,273                   9,626
Due from reinsurers                                           566,084                 553,834
Separate account assets                                    10,389,723               9,529,160
                                                          -----------             -----------
TOTAL ASSETS                                              $11,605,956             $10,633,763
                                                          ===========             ===========
LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
LIABILITIES:
  Policyholder funds                                      $    96,004             $    92,750
  Payable to affiliates                                        10,345                       -
  Amounts on deposit from reinsurer                             3,000                   3,000
  Amount payable to reinsurers                                569,464                 571,882
  Notes payable to affiliates                                 241,000                 183,955
  Deferred tax liability                                       23,529                  16,428
  Other liabilities                                            36,192                  27,862
  Separate account liabilities                             10,389,723               9,529,160
                                                          -----------             -----------
TOTAL LIABILITIES                                         $11,369,257             $10,425,037
                                                          -----------             -----------
SHAREHOLDER'S EQUITY:
  Common stock (par value $1,000 per share--authorized,
  3,000 shares; issued and outstanding, 2,600 shares)     $     2,600             $     2,600
  Additional paid-in capital                                  179,053                 179,053
  Unrealized appreciation on securities available-for-sale      2,722                   1,200
  Retained earnings                                            52,324                  25,873
                                                          -----------             -----------
Total shareholder's equity                                $   236,699             $   208,726
                                                          -----------             -----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                $11,605,956             $10,633,763
                                                          ===========             ===========
</TABLE>

See accompanying notes.

                                       3


<PAGE>   4

           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                     MANULIFE-WOOD LOGAN HOLDING CO., INC.)

                 Consolidated Statements of Income (Unaudited)


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED    NINE  MONTHS ENDED
                                                         SEPTEMBER 30          SEPTEMBER 30
                                                      ------------------    -------------------
($ thousands)                                             1998      1997        1998       1997
                                                      --------   -------    --------   --------
<S>                                                   <C>        <C>        <C>        <C>

REVENUES:
 Fees from separate accounts and policyholder funds    $42,666   $34,044    $123,556   $ 89,220
 Advisory fees and other distribution revenues          22,796    18,151      66,866     48,201
 Net investment income                                   3,124     1,883       9,044      5,324
 Net realized investment gains (losses)                    306        (5)        509        132
                                                       -------   -------    --------   --------
TOTAL REVENUE                                          $68,892   $54,073    $199,975   $142,877
                                                       -------   -------    --------   --------
BENEFITS AND EXPENSES:
 Benefits to policyholders                             $ 1,365   $ 1,448    $  3,983   $  3,746
 Amortization of deferred policy acquisition costs      28,749     9,196      49,597     28,840
 Other insurance expenses                               33,189    31,049      97,340     76,057
 Financing costs                                         1,727     2,459       8,158      7,924
                                                       -------   -------    --------   --------
TOTAL BENEFITS AND EXPENSES                            $65,030   $44,152    $159,078    116,567
                                                       -------   -------    --------   --------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES                                                  $ 3,862   $ 9,921    $ 40,897   $ 26,310
                                                       -------   -------    --------   --------
INCOME TAX EXPENSE                                     $ 1,504   $ 3,725    $ 14,446   $  9,471
                                                       -------   -------    --------   --------
INCOME FROM CONTINUING OPERATIONS                      $ 2,358   $ 6,196    $ 26,451   $ 16,839
                                                       -------   -------    --------   --------
Discontinued operations:
 Loss from operations, net of tax                      $     -   $     -    $      -   $    141
                                                       -------   -------    --------   --------
NET INCOME                                             $ 2,358   $ 6,196    $ 26,451   $ 16,698
                                                       -------   -------    --------   --------
</TABLE>

See accompanying notes.




                                       4


<PAGE>   5


           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                     MANULIFE-WOOD LOGAN HOLDING CO., INC.)

               Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
                                                                                    NINE MONTHS ENDED
                                                                                      SEPTEMBER 30
                                                                                  --------------------

($thousands)                                                                           1998       1997
                                                                                  ---------   --------
<S>                                                                               <C>         <C>

OPERATING ACTIVITIES:
Net income                                                                        $  26,451   $ 16,698
Adjustments to reconcile net income to net income to net cash (used in) provided
by operating activities:
     Amortization of bond discount and premium                                          490        286
     Benefits to policyholders                                                        3,983      3,746
     Provision for deferred income tax                                                6,285      8,604
     Net realized investment gains                                                     (509)      (127)
     Amortization of deferred policy acquisition costs                               49,597     30,546
     Policy acquisition costs deferred                                             (104,491)   (88,389)
     Changes in assets and liabilities:
          Accrued investment income                                                    (188)      (241)
          Other assets                                                                2,353     (2,749)
          Receivable from affiliates                                                  4,605          -
          Payable to affiliates                                                      10,345      3,454
          Other liabilities                                                           8,330     18,547
                                                                                  ---------   --------
Net cash (used in) provided by operating activities                               $   7,251   $ (9,625)
                                                                                  ---------   --------
INVESTING ACTIVITIES:
Purchase of fixed maturities                                                      $ (37,722)  $(33,091)
Proceeds from fixed maturities sold, matured or repaid                               29,396     26,941
Proceeds from sales of foreclosed real estate                                             -      2,268
Net change in short-term investments                                                (43,511)     4,095
Net change in policy loans                                                           (1,680)    (2,204)
                                                                                  ---------   --------
Net cash used in investing activities                                             $ (53,517)  $ (1,991)
                                                                                  ---------   --------
FINANCING ACTIVITIES:
Net reinsurance (consideration) proceeds                                          $ (14,668)  $ (3,109)
Receipts credited to policyholder funds                                               8,793     17,434
Return of policyholder funds                                                         (9,522)   (11,034)
Increase in notes payable to affiliates                                              57,045     25,711
                                                                                  ---------   --------
Net cash provided by financing activities                                         $  41,648   $ 29,002
                                                                                  ---------   --------
Increase (decrease) in cash and cash equivalents during the period                $  (4,618)  $ 17,386
Cash and cash equivalents at beginning of year                                        7,339     12,073
                                                                                  ---------   --------
BALANCE, END OF PERIOD                                                            $   2,721   $ 29,459
                                                                                  =========   ========
</TABLE>


See accompanying notes.


                                       5


<PAGE>   6


           THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

                       NOTES TO THE FINANCIAL STATEMENTS

                                   UNAUDITED

1.   BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements of the
      Company and its wholly-owned subsidiaries have been prepared in
      accordance with generally accepted accounting principles ("GAAP"), except
      that they do not contain complete notes.  However, in the opinion of
      management, these statements include all normal recurring adjustments
      necessary for a fair presentation of the results.  These financial
      statements should be read in conjunction with the financial statements
      and the related notes included in the Company's annual report on Form
      10-K for the year ended December 31, 1997.  Operating results for the
      nine months ended September 30, 1998 are not necessarily indicative of
      the results that may be expected for the full year ending December 31,
      1998.


2.   COMPREHENSIVE INCOME

      The Company adopted Statement of Financial Accounting Standards (SFAS)
      130, "Reporting Comprehensive Income".  SFAS 130 establishes standards
      for reporting and displaying comprehensive income and its components in a
      full set of general-purpose annual financial statements.  Comprehensive
      income includes all changes in shareholder's equity during a period
      except those resulting from investments by, and distributions to
      shareholders.  The adoption of SFAS 130 resulted in revised and
      additional disclosures but had no effect on the financial position,
      results of operations, or liquidity of the Company.

      Total comprehensive income for the three months and nine months ended
      September 30, 1998 and 1997 was as follows:


<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED   NINE MONTHS ENDED
                                               SEPTEMBER 30         SEPTEMBER 30  
                                            ------------------   -----------------
COMPREHENSIVE INCOME:                        1998        1997      1998      1997  
                                            ------      ------   -------   -------
<S>                                       <C>          <C>       <C>       <C>

NET INCOME                                  $2,358      $6,196   $26,451   $16,698
OTHER COMPREHENSIVE INCOME, NET OF TAX:
 Unrealized holding gains
 on available-for-sale securities            1,145         328     1,522       377
                                            ------      ------   -------   -------
COMPREHENSIVE INCOME                        $3,503      $6,524   $27,973   $17,075
                                            ======      ======   =======   =======       
</TABLE>

      Other comprehensive income is reported net of taxes of $617 and $177 for
      the three months and $820 and $203 for the nine months ended September
      30, 1998 and 1997, respectively.









                                       6


<PAGE>   7


Item 2. Management's Discussion And Analysis of Results of Operations
     And Financial Condition

OVERVIEW

The following analysis of the consolidated results of operations and financial
condition of the Manufacturers Life Insurance Company of North America, (the
"Company") should be read in conjunction with the Consolidated Financial
Statements and the related Notes to Consolidated Financial Statements.


CORPORATE STRUCTURE

The Company is a direct wholly-owned U.S. subsidiary of Manulife-Wood Logan
Holding Co. Inc., which in turn is owned 62.5% by The Manufacturers Life
Insurance Company (U.S.A.) ("ManUSA"), 22.5% by MRL Holding, LLC ("MRL") and
15% by minority interests (which includes certain employees and former owners
of Wood Logan Associates).  ManUSA and MRL are indirectly wholly-owned
subsidiaries of The Manufacturers Life Insurance Company ("Manulife
Financial"), a Canadian mutual insurance company.  Manulife Financial has been
doing business in the United States since 1903.

On January 20, 1998, the Board of Directors of Manulife Financial asked the
management of Manulife Financial to prepare a plan for conversion of Manulife
Financial from a mutual life insurance company to an investor-owned,
publicly-traded stock company.  Any demutualization plan for Manulife Financial
is subject to the approval of Manulife Financial's Board of Directors and
policyholders as well as regulatory approval.


REVIEW OF CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION


OPERATING RESULTS

The discussion that follows compares results for the three months ended
September 30, 1998 to those for the three months ended September 30, 1997.


DEPOSITS AND PREMIUMS

During the third quarter of 1998, the company recognized moderate growth in
variable annuity sales. The Company's sales increased by $55 million from $607
million in 1997 to $662 million in 1998. The third quarter was a record sales
quarter for the Company even though the industry was facing a very volatile
market. The overall increase in sales is primarily due to the effects of the
Efficient Frontier Investment model, competitively performing investment funds
and competitive product features and sales compensation.

FEE INCOME

Total fees, including advisory fees, generated by Separate Accounts and
policyholder funds increased $13.3 million to $65.5 million for the third
quarter of 1998 versus the same period in 1997.  Although investment
performance was lower in the quarter, our overall investment performance and a
growing block of inforce business has resulted in higher separate account
values and, therefore, higher fee income, which is a percentage of the net
value of invested assets in the separate account portfolio.


NET INVESTMENT INCOME


                                       7


<PAGE>   8


Net investment income was $3.1 million for  the third quarter of 1998, compared
to $1.9 million in the same period of 1997.  This growth is primarily due to
the $47.7 million capital infusion received to support expanded operations in
New York State in the fourth quarter of 1997.


REALIZED CAPITAL GAINS

Realized gains in the third quarter of 1998 were $0.3 million compared to
realized gains of $0.0 million in the same period of 1997.  The Company does
not actively trade assets for capital gains.


POLICYHOLDER BENEFITS

Policyholder benefits were $1.4 million in the third quarter of 1998, compared
to $1.5 million in the third quarter of 1997. This slight decrease is primarily
a result of lower interest rates related to fixed accumulation account values.
The Company's policyholder funds were $ 96.0 million and $ 92.8 million at
September 30, 1998 and  September 30, 1997, respectively.


EXPENSES AND DEFERRED POLICY ACQUISITION COSTS (DPAC) AMORTIZATION

Operating costs and expenses, including commissions, were $72.6 million for the
third quarter of 1998 compared to $65.9 million for the third quarter of 1997
before deferral of acquisition expenses ($33.2 million and $31.1 million,
respectively, net of deferred acquisition expenses). The increase in expenses
in the third quarter of 1998 is primarily attributable to higher subadvisory
expenses generated from higher asset levels in the Manufacturers Investment
Trust, an increase in non-capitalized acquisition expenses (related to higher
sales volumes), other costs associated with growth in the Company's business,
and additional operating expenses associated with expanding the Company's
operations in New York.  The Company's DPAC amortization expense during the
quarter was $28.7 million, an increase of $19.5 million from the third quarter
of 1997. The increase in DPAC amortization is a result of the growth in the
DPAC balance and negative investment returns for the quarter. Approximate
investment returns for 1998 and 1997 were a negative 11% versus a positive 6%,
respectively. The Company incurred lower financing costs during the quarter as
a result of reinsurance allowances received during the third quarter.
Offsetting the reinsurance allowances were higher financing fees associated
with an increase in outstanding notes payable.  The Company borrowed an
additional $25 million in June 1997, $25 million in February 1998 and $32.5
million in August 1998 for commission financing associated with the sales
growth of the Company.


NET INCOME

Net income in the third quarter of 1998 was $2.4 million, compared to net
income of $6.2 million in the same period of 1997.  As noted previously, the
higher fee income and higher investment income in the third quarter of 1998
were more than offset by higher benefits, operating costs and DPAC amortization
which led to lower third quarter 1998 results.


The discussion that follows compares results for the nine months ended
September 30, 1998 to those for the nine months ended September 30, 1997.


DEPOSITS AND PREMIUMS

The Company's sales increased by $311 million from $1,515 million in 1997 to
$1,826 million in 1998.  The  increasing sales is primarily due to the effects
of the Efficient Frontier Investment model, competitively performing investment
funds and competitive product features and sales compensation.


                                       8


<PAGE>   9


FEE INCOME

Total fees, including advisory fees, generated by Separate Accounts and
policyholder funds increased to $190.4 million from $137.4 million during 1998
versus the same period in 1997.  Although investment performance year to date
is significantly lower in 1998 our overall investment performance and a growing
block of inforce business has resulted in higher separate account values and,
therefore, higher fee income, which is a percentage of the net value of
invested assets in the separate account portfolio.


NET INVESTMENT INCOME

Net investment income was $9.0 million for 1998, compared to $5.3 million in
the same period of 1997.  This growth is primarily due to the $47.7 million
capital infusion received to support expanded operations in New York State in
the fourth quarter of 1997.



REALIZED CAPITAL GAINS

Realized gains in 1998 were $0.5 million compared to realized gains of $0.1
million in the same period of 1997.  The Company does not actively trade assets
for capital gains.


POLICYHOLDER BENEFITS

Policyholder benefits were $4.0 million in 1998, compared to $3.7 million in
1997.  This increase is primarily a result of higher fixed accumulation account
values offset by lower interest rates. The Company's policyholder funds were
$96.0 million and $92.8 million at September 30, 1998 and  September 30, 1997,
respectively.


EXPENSES AND DEFERRED POLICY ACQUISITION COSTS (DPAC) AMORTIZATION

Operating costs and expenses, including commissions, were $202.7 million in
1998 compared to $164.5 million for 1997 before deferral of acquisition
expenses ($97.3 million and $76.1 million, respectively, net of deferred
acquisition expenses). The increase in expenses during 1998 is primarily
attributable to higher subadvisory expenses generated from higher asset levels
in the Manufacturers Investment Trust, an increase in non-capitalized
acquisition expenses (related to higher sales volumes), other costs associated
with growth in the Company's business, and additional operating expenses
associated with expanding the Company's operations in New York.  The Company's
DPAC amortization expense was $49.6 million an increase of $20.8 million from
the same period in 1997. The increase in DPAC amortization is a result of
growth in the DPAC balance and negative investment returns for 1998.
Approximate investment returns for 1998 and 1997 were a negative 2% versus a
positive 17%, respectively. The Company borrowed an additional $25 million in
June 1997, $25 million in February 1998 and $32.5 million in August 1998 for
commission financing associated with the sales growth of the Company. Partially
offsetting the financing costs is an increase in reinsurance allowances
received during 1998.


NET INCOME

Net income in 1998 was $26.5 million, compared to net income of $16.7 million
in the same period of 1997. As noted previously, the higher fee income and
higher investment income in 1998 were partially offset by higher benefits,
operating costs,  DPAC amortization and additional financing costs which led to
improved 1998 results.




                                       9


<PAGE>   10



FINANCIAL CONDITION

ASSETS

Separate account assets were $10.4 billion at the end of the third quarter of
1998, compared to $9.5 billion at the end of 1997.  This growth reflects net
cash inflows to the separate accounts of $1.1 billion related to growth in the
overall variable annuity business and a reduction of $0.2 billion due to
investment performance of the underlying funds.

General account assets were $1.2 billion at the end of the third quarter of
1998, compared to $1.1 billion at the end of 1997.

The DPAC asset increased from $365.0 million at the end of 1997 to $418.5
million at the end of the third quarter of 1998. This increase is primarily due
to deferrable acquisition costs associated with the increased sales volumes of
variable annuity products net of DPAC amortization associated with in-force
business.


LIABILITIES

The Company's total liabilities of $11.4 billion increased $1.0 billion and
moved with changes in the asset levels.  Separate Account liabilities move in
tandem with changes in Separate Account assets. The Company received an
additional $25 million and $32.5 million of borrowing during February 1998 and
August 1998, respectively, to provide commission financing as the Company
continued to increase its sales volumes over 1997 levels.



IMPACT OF YEAR 2000

The Company makes extensive use of information systems in the operations of its
various businesses, including for the exchange of financial data and other
information with customers, suppliers and other counterparties.  The Company
also uses software and information systems provided by third parties in its
accounting, business and investment systems.

The Year 2000 risk, as it is commonly known, is the result of computer programs
being written using two digits, rather than four, to define the applicable
year.  Any of the Company's computer programs that have date-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in systems failures or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, send premium billing notices, make claims payments or engage in
other normal business activities.

In 1996, in order to make all systems applicable to and shared by the Company
with Manulife Financial  Year 2000 compliant, a program was instituted to modify
or replace both Manulife Financial's  information technology systems ("IT
systems") and embedded technology systems ("Non-IT systems").  The phases of
this program include (i) an inventory and assessment of all systems to
determine which are critical, (ii) planning and designing the required
modifications and replacements, (iii) making these modifications and
replacements, (iv) testing modified or replaced systems, (v) redeploying
modified or replaced systems and (vi) final management review and
certification.  For most IT systems identified as critical, Manulife Financial
is in either the testing, redeployment or final review and certification phase.
For critical Non-IT systems, Manulife Financial  is, on average, in the
redeployment phase.  Management


                                       10


<PAGE>   11
believes that Manulife Financial's  critical systems will be Year 2000
compliant by the end of 1998, and that other systems will be dealt with by the
end of 1999.

In addition to efforts directed at Manulife Financial's own systems, Manulife
Financial  is presently consulting vendors, customers, and other third parties
with which it deals in an effort to ensure that no material aspect of Manulife
Financial's or the Company's  operations will be hindered by Year 2000 problems
of these third parties.  This process includes providing third parties with
questionnaires regarding the state of their Year 2000 readiness and, where
possible or where the relationship is deemed material, testing or otherwise
confirming that the responses received are correct.

Manulife Financial's  contingency plans for the Year 2000 risk are currently
being addressed in conjunction with its business continuity planning process,
which includes disaster recovery.  Manulife Financial and the Company
recognize the importance of preparing for the change to the Year 2000 and,
commencing in January 1999, will conduct an assessment of the risk that
Manulife Financial's  Year 2000 program has not fully resolved its Year 2000
issues and prepare, if necessary, appropriate contingency plans to address
these risks.  Management currently believes that, with modifications to
existing software and conversions to new software, the Year 2000 risk will not
pose significant operational problems for Manulife Financial's or the Company's
computer systems.  As part of the Year 2000 program, critical systems are being
"time-shift" tested in the Year 2000 and beyond to confirm that they will
continue to function properly before, during and after the change to the Year
2000.  However, there can be no assurance that the Manulife Financial's  Year
2000 program, including consulting third parties, will avoid any material
adverse effect on Manulife Financial's or the Company's operations, customer
relations or financial condition.  Manulife Financial  estimates the total cost
of its Year 2000 program will be approximately $60 million, of which $42
million has been incurred through September 30, 1998; however, there can be no
assurance that the actual cost incurred will not be materially higher than such
estimate.  Those costs attributed to the purchase of new software and hardware
will be capitalized.  Other costs will be expensed as incurred.  The Company
will receive an allocation of these costs due to its shared systems but these
costs are not expected to have a material effect on the net operating income of
the Company.

FORWARD-LOOKING STATEMENTS

Certain information included herein is forward-looking within the meaning of
the Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements concerning anticipated operating results, financial
resources, growth in existing markets and the impact of the year 2000.  Such
forward-looking information involves important risks and uncertainties that
could significantly affect actual results and cause them to differ materially
from expectations expressed herein.  These risks and uncertainties include
changes in general economic conditions, the effect of regulatory, tax and
competitive changes in the environment in which the Company operates,
fluctuations in interest rates, performance of financial markets and the
Company's ability to achieve anticipated levels of earnings.

                                       11


<PAGE>   12
PART II--OTHER INFORMATION


Item 1 - Legal Proceedings

     No reportable events

Item 2 - Changes In Securities

     (a) and (b) No reportable events

     (c)

The Company currently sells Venture Group Annuity, a flexible premium payment
deferred variable unallocated group annuity, to retirement plans that qualify
for special tax treatment under Section 401(a) of the Internal Revenue Code.
Sales of these securities are not required to be registered under the
Securities Act of 1933 (Section 3(a)(2) of this Act).  Manufacturers Securities
Services, LLC, a majority owned subsidiary of the Company is the principal
underwriter of the contracts and Wood Logan Associates, Inc., an affiliate of
the Company, is the promotional agent.  There are no maximum or minimum
purchase payments required to establish a contract.  The value of a contract
will vary according to the investment performance, charges and expenses of the
subaccounts in which the contract is invested.  As of September 30, 1998, the
total variable assets in the Venture Group Annuity was $99,324,847.

Items 3 - Defaults Upon Senior Securities

No reportable events

Item 4 - Submission Of Matters To A Vote Of Security Holders

No reportable events

Item 5 - Other Information

No reportable events

Item 6A - Exhibits

(3) Exhibits (the Registrant is also referred to as the "Company")


<TABLE>
<CAPTION>
Exhibit No.  Description
-----------  -----------
<S>          <C>
1(a)         Underwriting Agreement between the Company and Manufacturers
             Securities Services, LLC, formerly NASL Financial Services, Inc.
             (Underwriter)1/

1(b)i        Promotional Agent Agreement between Manufacturers Securities
             Services, LLC, formerly NASL Financial Services, Inc.
             (Underwriter), the Company and Wood Logan Associates, Inc.
             (Promotional Agent) 2/

1(b)ii       Amendment to Promotional Agent Agreement 1/

2            Not Applicable

3(i)(a)      Certificate of Incorporation of the Company 3/

3(i)(b)      Certificate of Amendment of Certificate of Incorporation of the
             Company, Name Change, July 1984 3/

</TABLE>
                                       12


<PAGE>   13

<TABLE>
<CAPTION>

<S>          <C>
3(i)(c)      Certificate of Amendment of Certificate of Incorporation of the
             Company, Authorization of Capital, December 1994 3/

3(i)(d)      Certificate of Amendment of Certificate of Incorporation of the
             Company, Name Change, March 1997 4/

3(i)(e)      Certificate of Amendment of Certificate of Incorporation of the
             Company, Registered Agent, July 1997 3/

3(ii)        Amended and Restated By-Laws of the Company 3/

4(i)         Form of  Individual Single Payment Deferred Fixed Annuity
             Non-Participating Contract - 10/

4(ii)        Form of Group Single Payment Deferred Fixed Annuity
             Non-Participating Contract - 10/

4(iii)       Individual  Retirement Annuity Endorsement - 10/

4(iv)        ERISA Tax-Sheltered Annuity Endorsement - 10/

4(v)         Tax-Sheltered Annuity Endorsement - 10/

4(vi)        Section 401 Plans Endorsement - 10/

5            Opinion and Consent of James D. Gallagher, Esq. - 11/

6            Not Applicable

7            Not Applicable

8            Not Applicable

9            Not Applicable

10(i)        -   Form of broker-dealer agreement between the Company,
                 Manufacturers Securities Services, LLC, formerly NASL Financial
                 Services, Inc. (underwriter), Wood Logan Associates, Inc.
                 (Promotional Agent) and broker-dealers 5/
    
(10)(ii)     -   Reinsurance and Guaranteed Death Benefits Agreement between
                 the Company  and Connecticut General Life Insurance Company 8/

(10)(iii)    -   Reinsurance Agreement between the Company and PaineWebber Life
                 Insurance Company 9/

(10)(iv)     -   Coinsurance Agreement between the Company and Peoples Security
                 Life Insurance Company - 12/
       
(10)(v)      -   Reinsurance and Accounts Receivable Agreements between the
                 Company and ITT Lyndon Life - 12/

(10)(vi)     -   Automatic Modified -Coinsurance Reinsurance Agreement between
                 the Company and Transamerica Occidental Life Insurance 
                 Company - 12/
</TABLE>
                                    
                                       13

<FF>
<PAGE>   14

<TABLE>
<CAPTION>

<S>          <C>
(10)(vii)    -   Automatic Yearly Renewable Term Reinsurance Agreement between
                 the Company and Transamerica Occidental Life Insurance 
                 Company - 12/

(10)(viii)   -   Amendment No. 1 to the Variable Annuity Guaranteed Death
                 Benefit Reinsurance Agreement between the Company and 
                 Connecticut General Life Insurance Company -12/

11           Not Applicable

12           Not Applicable

13           Not Applicable

14           Not Applicable

15           Not Applicable

16           Not Applicable

17           Not Applicable

18           Not Applicable

19           Not Applicable

20           Not Applicable

21           The Company has the following wholly owned subsidiaries:
             Manufacturers Securities Services, LLC and The Manufacturers Life
             Insurance Company of New York

22           Not Applicable

23(i)        Not Applicable

23(ii)       Not Applicable

24 (i)       Power of Attorney - John D. Richardson, Director and Chairman of
             the Company 2/

24(ii)       Power of Attorney - David W. Libbey, Principal Financial Officer
             of the Company 3/

24(iii)      Power of Attorney - Peter Hutchison, Director of the Company 1/

25           Not Applicable

26           Not Applicable

27           Financial Data Schedule - 14/

28           Not Applicable

</TABLE>

1/   Incorporated by reference to Post-Effective Amendment No. 4 to
     Registration Statement on Form N-4, file number 33-76162, filed February
     25, 1988 on behalf of The Manufacturers Life Insurance Company of North
     America Separate Account A.


                                       14


<PAGE>   15


2/   Incorporated by reference to Post-Effective Amendment No. 3 to
     Registration Statement on Form N-4, file number 33-76162, filed April 29,
     1997 on behalf of The Manufacturers Life Insurance Company of North
     America Separate Account A.

3/   Incorporated by reference to Form 10Q, file number 812-06037, filed
     November 14, 1997 on behalf of The Manufacturers Life Insurance Company of
     North America.

4/   Incorporated by reference to Post-Effective Amendment No. 1 to
     Registration Statement on Form S-1, file number 333-6011, filed October 9,
     1997 on behalf of The Manufacturers Life Insurance Company of North
     America.

5/   Incorporated by reference to Exhibit (b)(3)(iii) to pre-effective
     amendment no. 1 to Form N-4, file number 33-9960, filed February 2, 1987
     on behalf of the NASL Variable Account of the Company, now known as The
     Manufacturers Life Insurance Company of North America Separate Account A

6/   not applicable

7/   not applicable

8/   Incorporated by reference to Exhibit (b)(7)(i) to Registration Statement
     on Form N-4, file number 33-76162, filed March 1, 1996

9/   Incorporated by reference to Exhibit (b)(7)(iii) to Registration
     Statement on Form N-4, file number 33-76162, filed March 1, 1996

10/  Incorporated by reference to Exhibit 4 to Registration Statement on Form
     S-1, file number 33-6011, filed June 14, 1996

11/  Incorporated by reference to Exhibit 5 to Pre-Effective Amendment No. 1
     to the Registration Statement on Form S-1, file number 33-6011, filed
     January 29, 1997

12/  Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to
     Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1,
     file number 33-6011, filed January 29, 1997

13/  Incorporated by reference to Form 10K, file number 812-06037, filed March
     31, 1998 on behalf of The Manufacturers Life Insurance Company of North
     America

14/  Filed herewith

ITEM 6B - REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter.

                                       15


<PAGE>   16


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Registrant)



By: /s/ David W. Libbey
     David W. Libbey
     Vice President, Treasurer and Chief Financial Officer
     (Principal Financial Officer and Duly Authorized Officer)

Date: November 13, 1998

                                       16

<FF>
<PAGE>   17

                                 EXHIBIT INDEX

   Exhibit No.  Description
   -----------  ------------------------------------------------------------

   27           Financial data schedule for quarter ended September 30, 1998


                                       17