<PAGE>

                       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, 2001
                              ---------------------

              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.)

                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Address of principal executive offices)

                                 (617) 663-3200
              (Registrant's telephone number, including area code)

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

Indicated by check mark 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, 2001 was 2,602.


<PAGE>


            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

                          Quarterly Report on Form 10-Q

                     For the period ended September 30, 2001

                                Table of Contents


<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>        <C>                                                                                                         <C>
Part I     Financial Information                                                                                        3

Item 1.    Consolidated Financial Statements                                                                            3

           Consolidated Balance Sheets as at September 30, 2001 and December 31, 2000                                   3

           Consolidated Statements of Operations (Unaudited) for the three months and nine months ended September 30,
           2001 and 2000                                                                                                4

           Consolidated Statement of Changes in Shareholder's Equity (Unaudited) as of September 30, 2001               5

           Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2001 and 2000      6

           Notes to Consolidated Financial Statements (Unaudited)                                                       7

Item 2.    Management's Discussion and Analysis of Results of Operations and Financial Condition                        10

Part II    Other Information

Item 1     Legal Proceedings                                                                                            14

Item 2     Changes in Securities                                                                                        14

Item 3     Defaults upon Senior Securities                                                                              14

Item 4     Submission of matters to a vote of Security Holders                                                          14

Item 5     Other Information                                                                                            14

Item 6A    Exhibits                                                                                                     14

Item 6B    Reports on Form 8-K                                                                                          17
</TABLE>


                                                                               2

<PAGE>


THE MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                               AS AT             AS AT
                                                                        SEPTEMBER 30       DECEMBER 31
ASSETS  ($ thousands)                                                           2001              2000
------------------------------------------------------------------------------------------------------
                                                                         (UNAUDITED)
<S>                                                                     <C>               <C>
INVESTMENTS:
   Fixed-maturity securities available-for-sale, at fair value
   (amortized cost:  2001 $136,960; 2000 $136,568)                      $    140,974      $    136,739
   Short-term investments                                                    122,666            48,200
   Policy loans                                                               10,751             8,961
------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS                                                       $    274,391      $    193,900
======================================================================================================
Cash and cash equivalents                                               $         --      $     11,751
Accrued investment income                                                      2,989             2,504
Deferred acquisition costs                                                   997,700           905,802
Federal income taxes recoverable from affiliates                              13,459            13,459
Other assets                                                                  39,444            32,905
Receivable for undelivered securities                                          1,980             6,700
Due from reinsurers                                                        1,127,376           738,856
Separate account assets                                                   14,140,900        16,813,984
------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                            $ 16,598,239      $ 18,719,861
======================================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY  ($ thousands)
------------------------------------------------------------------------------------------------------
LIABILITIES:
   Policyholder liabilities and accruals                                $  1,339,102      $    876,243
   Payable to affiliates                                                       6,108            16,029
   Notes payable to affiliates                                               443,146           442,000
   Deferred income taxes                                                      50,020            55,813
   Cash overdraft                                                              2,059                --
   Other liabilities                                                          50,423            50,958
   Separate account liabilities                                           14,140,900        16,813,984
------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                       $ 16,031,758      $ 18,255,027
======================================================================================================

SHAREHOLDER'S EQUITY:

   Common stock (par value $1,000 per share, authorized - 3,000
     shares; issued and outstanding - 2,602 shares in 2001 & 2,601
     shares in 2000)                                                    $      2,602      $      2,601
   Additional paid-in capital                                                360,100           260,101
   Retained earnings                                                         202,967           202,596
   Accumulated other comprehensive income (loss)                                 812              (464)
------------------------------------------------------------------------------------------------------
Total shareholder's equity                                              $    566,481      $    464,834
------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                              $ 16,598,239      $ 18,719,861
======================================================================================================
</TABLE>

See accompanying notes.


                                                                               3

<PAGE>


THE MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED             NINE MONTHS ENDED
                                                            SEPTEMBER 30                  SEPTEMBER 30
                                                     -------------------------       -------------------------
 ($ thousands)                                          2001            2000            2001          2000
--------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>             <C>
REVENUES:
     Fee income                                      $  99,240       $ 118,113       $ 317,795       $ 332,589
     Premiums                                             (141)            170              49             237
     Net investment income                               3,531           3,033          10,568           9,865
     Net realized investment gains (losses)                513            (358)            749          (1,418)
--------------------------------------------------------------------------------------------------------------
TOTAL REVENUE                                        $ 103,143       $ 120,958       $ 329,161       $ 341,273
==============================================================================================================
BENEFITS AND EXPENSES:
     Benefits to policyholders                       $   2,885       $   2,099       $   6,755       $   5,809
     Amortization of deferred acquisition costs         57,694          14,916         124,288          62,072
     Selling expenses                                   18,531          21,967          56,700          62,184
     Subadvisory fees                                   19,449          21,512          59,574          59,227
     General operating expenses                         22,406          26,615          87,953          83,806
--------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES                          $ 120,965       $  87,109       $ 335,270       $ 273,098
==============================================================================================================
(LOSS) INCOME BEFORE INCOME TAX RECOVERY           $ (17,822)      $  33,849       $  (6,109)      $  68,175
==============================================================================================================
INCOME TAX RECOVERY                                  $  (7,944)      $ (20,991)      $  (6,480)      $  (8,848)
==============================================================================================================
NET (LOSS) INCOME                                    $  (9,878)      $  54,840       $     371       $  77,023
==============================================================================================================
</TABLE>


See accompanying notes.

                                                                               4

<PAGE>


THE MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                                                           OTHER          TOTAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30          COMMON     ADDITIONAL       RETAINED    COMPREHENSIVE   SHAREHOLDER'S
($ thousands)                                    STOCK   PAID-IN CAPITAL    EARNINGS    (LOSS) INCOME     EQUITY
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>           <C>            <C>
Balance at January 1, 2001                      $  2,601      $260,101      $202,596      $   (464)      $    464,834
Capital contribution                                   1        99,999                                        100,000
Comprehensive income                                                             371         1,276              1,647
---------------------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2001                     $  2,602      $360,100      $202,967      $    812       $    566,481
=====================================================================================================================
</TABLE>

See accompanying notes


                                                                               5

<PAGE>


THE MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                       NINE MONTHS ENDED
                                                                                          SEPTEMBER 30
                                                                                   -------------------------
($ thousands)                                                                        2001             2000
------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>             <C>
OPERATING ACTIVITIES:
Net income                                                                         $     371       $  77,023
Adjustments to reconcile net income to net cash used in operating activities:
     Amortization of bond discount and premium                                           553             103
     Benefits to policyholders                                                         6,755           5,809
     Provision for deferred income tax                                                (6,480)         (9,301)
     Net realized investment  (gains) losses                                            (749)          1,418
     Amortization of deferred acquisition costs                                      124,288          62,072
     Acquisition costs deferred                                                     (218,100)       (274,901)
     Changes in assets and liabilities:
         Accrued investment income                                                      (485)            (48)
         Other assets                                                                 (6,539)         (5,946)
         Payable to affiliates                                                        (9,921)          1,717
         Other liabilities                                                              (533)         (6,383)
------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                              $(110,840)      $(148,437)
------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:

Fixed-maturity securities sold, matured or repaid                                  $ 132,311       $  88,048
Fixed-maturity securities purchased                                                 (132,507)        (83,535)
Net change in short-term investments                                                 (74,434)            379
Net change in policy loans                                                            (1,790)         (2,322)
Net change in receivable for undelivered securities                                    4,720              --
------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities                                $ (71,700)      $   2,570
------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net reinsurance consideration                                                      $(382,582)      $  30,270
Increase (decrease) in account balances subject to reinsurance                       382,582         (30,270)
Deposits to policyholder funds                                                       135,501          41,600
Net transfers to separate accounts from policyholder account balances                (51,839)        (36,878)
Return of policyholder funds                                                         (16,078)        (13,168)
Increase in notes payable to affiliates                                                1,146          87,450
Capital contribution by parent                                                       100,000          53,000
------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                          $ 168,730       $ 132,004
------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents during the period                            $ (13,810)      $ (13,863)
------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                        11,751          27,790
------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                                                             $  (2,059)      $  13,927
============================================================================================================
</TABLE>

See accompanying notes.


                                                                               6

<PAGE>




            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

                            (IN THOUSANDS OF DOLLARS)

1.       ORGANIZATION

         The Manufacturers Life Insurance Company of North America ("MNA"), is a
         wholly-owned subsidiary of Manulife-Wood Logan Holding Co., Inc.
         ("MWLH"). MWLH is an indirect wholly-owned subsidiary of The
         Manufacturers Life Insurance Company ("MLI"). MLI is a wholly-owned
         subsidiary of Manulife Financial Corporation ("MFC"), a publicly traded
         company. MFC and its subsidiaries are known collectively as "Manulife
         Financial."

         MNA owns 100% of The Manufacturers Life Insurance Company of New York
         ("MNY") and is the managing member with a 90% interest in Manufacturers
         Securities Services, LLC ("MSS"). MNY owns a 10% interest in MSS. MNA,
         MNY and MSS are hereinafter referred to collectively as "the Company."

         MNA issues individual and group annuity contracts in forty-eight
         states, excluding New York and New Hampshire. MNY issues individual and
         group annuity contracts and individual life insurance contracts in New
         York. Amounts invested in the fixed portion of the contracts are
         allocated to the general accounts of the Company or noninsulated
         separate accounts of the Company. Amounts invested in the variable
         portion of the contracts are allocated to the separate accounts of the
         Company. Each of these separate accounts invest in shares of the
         various portfolios of the Manufacturers Investment Trust (hereinafter
         referred to as "MIT"), a no-load, open-end investment management
         company organized as a Massachusetts business trust, or in open-end
         investment management companies offered and managed by unaffiliated
         third parties.

         MSS is the investment adviser to MIT and the principal underwriter of
         all variable contracts issued by MNA. MSS also acts as the principal
         underwriter for the variable contracts and is the exclusive distributor
         for all contracts issued by MNY.

2.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of the
         Company have been prepared in accordance with accounting principles
         generally accepted in the United States ("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, 2000. Operating results for the nine months ended
         September 30, 2001 are not necessarily indicative of the results that
         may be expected for the full year ending December 31, 2001.

         Certain prior year amounts have been reclassified to conform to the
         current year presentation.


                                                                               7

<PAGE>



3.       DERIVATIVE FINANCIAL INSTRUMENTS

         Effective January 1, 2001 with the adoption of SFAS No. 133 --
         "Accounting for Derivative Instrument and Hedging Activities", and SFAS
         No. 138 "Accounting for Certain Derivatives and Certain Hedging
         Activities", all derivative instruments are reported on the
         Consolidated Balance Sheets at their fair value, with changes in fair
         value recorded in income or equity, depending on the use of the
         derivative instrument. Changes in the fair value of derivatives that
         are not designated as hedges are recognized in current period earnings.

         The Company has entered into a reinsurance agreement with an
         unaffiliated reinsurer to reinsure the risk associated with the
         "Guaranteed Retirement Income Program". As a result, there is an
         embedded derivative within this agreement that has an estimated fair
         market value of $275,938 as at September 30, 2001, and is reflected in
         the Consolidated Balance Sheets as part of "Due from reinsurers". The
         related $275,938 estimated fair value of the obligation to the
         policyholder has been reflected in the Consolidated Balance Sheets as
         part of "Policyholder liabilities and accruals". There was no
         cumulative effect to the consolidated financial statements of the
         Company upon the adoption of these accounting statements.

4.       COMPREHENSIVE INCOME

         Total comprehensive income was as follows:

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                       SEPTEMBER 30                     SEPTEMBER 30
                                                                ---------------------------        -----------------------
        COMPREHENSIVE INCOME:
         ($ thousands)                                             2001               2000            2001           2000
         -----------------------------------------------------------------------------------------------------------------
         <S>                                                    <C>                <C>             <C>           <C>
         NET (LOSS) INCOME                                      $  (9,878)         $  54,840       $    371      $  77,023
         -----------------------------------------------------------------------------------------------------------------
         OTHER  COMPREHENSIVE INCOME, NET OF TAX:
         Unrealized  holding  gains  arising  during the year       1,543              2,369          1,763          2,024
         Less:
         Reclassification  adjustment  for  realized
         gains included in net income                                (334)              (233)          (487)          (922)
         -----------------------------------------------------------------------------------------------------------------
         Other comprehensive income                                 1,209              2,136          1,276          1,102
         -----------------------------------------------------------------------------------------------------------------
         COMPREHENSIVE (LOSS) INCOME                            $  (8,669)         $  56,976       $  1,647      $  78,125
         =================================================================================================================
</TABLE>

         Other comprehensive income is reported net of income tax expense of
         $651 and $1,150 for the three months and $686 and $593 for the nine
         months ended September 30, 2001 and 2000, respectively.

5.       NOTES PAYABLE TO AFFILIATES AND LINES OF CREDIT

         Pursuant to a grid promissory note and a credit agreement dated August
         7, 2001, MNA received a loan of $97,529 ($150,000 Canadian) from
         Manulife Hungary Holdings Property Management LLC, an affiliated
         company. The maturity date on this loan is set at 365 days after the
         date of advancement with interest set at the fluctuating rate
         equivalent to LIBOR plus 32.5 basis points and is payable quarterly
         starting September 30, 2001. Proceeds from the loan were used to pay
         down balances owing to The Manufacturers Life Insurance Company (USA)
         ("ManUSA"), an indirect parent of MNA.


                                                                               8


<PAGE>



6.       CONTINGENCIES

         Over the normal course of its business, the Company may become subject
         to various lawsuits. Contingent liabilities arising from litigation,
         income taxes and other matters are not considered material.

7.       SUBSEQUENT EVENTS

         On November 1, 2001, the Company received an additional capital
         contribution of $98,344 from its Parent.

         Subject to the approval of state and federal regulators and effective
         for January 1, 2002, it is the intention to merge all of MNA's
         operations into ManUSA beginning on that date. As a result, products
         currently sold and administered under the name of MNA will be offered
         and administered under the name of ManUSA.


                                                                               9

<PAGE>


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

OVERVIEW

The Manufacturers Life Insurance Company of North America ("MNA" or the
"Company") reported a net loss of $9.9 million for the third quarter ended
September 30, 2001, a significant change in comparison to the 2000 net income
figure of $54.8 million. This change primarily reflected the impact of poorer
equity market performance in the third quarter of 2001 relative to the same time
period of last year, and the inclusion of a one-time reduction in tax expense of
$26.6 million in 2000 pertaining to dividends received deductions for years
prior to 2000. For the nine months ended September 30, 2001, net income was $0.4
million compared to $77.0 million for the same period in 2000.

REVIEW OF OPERATING RESULTS

The Company has two segments, wealth management and insurance. The insurance
operations are considered by management to be in a developmental stage with
limited assets and revenues. As such, the discussion below will focus solely on
the wealth management operations of the Company. The following analysis of the
consolidated results of operations and financial condition of MNA should be read
in conjunction with the Consolidated Financial Statements and the related Notes
to Consolidated Financial Statements for the quarter ended September 30, 2001.

The Company's primary source of earnings in its wealth management operations is
from the sale of annuities and is comprised of fees assessed against
policyholder account balances held in the Company's separate accounts. Such fees
include mortality and expense risk charges, surrender charges, and annual
administrative charges. In addition, the Company earns a spread between the
advisory fees charged to manage the separate account assets invested in the
Manufacturers Investment Trust, a no-load, open-end investment management
company, and the sub-advisory fees paid to external managers of those same
assets. Key factors in the Company's profitability include the ability to
acquire and retain new variable annuity deposits, and the benefits derived from
a continued growth in the underlying assets through market performance. The
Company began selling pension products in 1998. No significant revenues have
been generated in 2001 from the sale of such products.

Third Quarter Revenues

Total revenues for the third quarter of 2001 decreased by 14.7% to $103.1
million, down from the $121.0 million comparative reported in 2000. The impact
of positive net separate account deposits was more than offset by the poor
performance of equity markets in 2001, which resulted in a lower separate
account average asset base against which management and advisory fees are
levied. As such, these fees decreased 16.0% to $99.2 million from $118.1 million
in 2000.


                                                                              10

<PAGE>



Third Quarter Benefits and Expenses

Total benefits and expenses for the third quarter of 2001 increased by $33.9
million to $121.0 million when compared to $87.1 million in 2000. This net
change mainly consists of a $42.8 million increase in the amortization of
Deferred Acquisition Costs ("DAC"), offset by a $4.2 million decrease in general
operating expenses, a $3.4 million decrease in selling expenses, and a $2.1
million decrease in subadvisory fees.

As with revenues, the poor performance of equity markets in 2001 impacted the
amortization of DAC and subadvisory fees for the quarter. Based on the third
quarter experience of 2001, the separate account investment return was
significantly less favorable than expected. The opposite was true for the third
quarter of 2000. The net impact of such equity market declines accounted for an
increase in DAC amortization of $22.0 million for 2001 relative to that of 2000.
The remaining increase in DAC amortization is due to a combination of growth in
the business in 2001 and a reduced amortization charge in 2000 attributed to
lower expected future maintenance expenses at the time. Likewise, a lower
separate account average asset base against which subadvisory fees are
calculated resulted in a $2.1 million lower expense for the quarter.

The $4.2 million decrease in general expenses is the result of cost cutting
measures and also expense reductions related to profit sharing reinsurance
treaties. Offsetting this is an increase in expenses pertaining to minimum
guarantees provided by the Company on certain of its products. A lower separate
account average asset base resulted in lower non-deferrable trailer commissions
and together with a decrease in new deposits for 2001 relative to 2000, account
for the $3.4 million decrease in selling expenses.

Year-To-Date Revenues

Total revenues for 2001 decreased by 3.5% to $329.2 million, down from the
$341.3 million in 2000. As with the third quarter results, net separate account
deposits were more than offset by the impact of the poor performance of equity
markets in 2001, resulting in a lower separate account average asset base
against which management and advisory fees are levied. As such, these fees
decreased 4.4% to $317.8 million from $332.6 million in 2000.

Year-To-Date Benefits and Expenses

Total benefits and expenses for 2001 increased by $62.2 million to $335.3
million when compared to $273.1 million in 2000. This net increase consists of a
$62.2 million increase in the amortization of DAC and a $4.1 million increase in
general operating expenses, offset by a $5.5 million decrease in selling
expenses, and minor changes in other expenses accounting for the balance.

As with revenues, the poor performance of equity markets in 2001 had an impact
on the amortization of DAC. Based on the year-to-date experience for 2001,
separate account investment returns were significantly less favorable than
expected. The opposite was true for the same period of last year. The net impact
of such equity market declines accounted for an increase in DAC amortization of
$28.3 million for 2001 relative to that of 2000. The remaining increase in DAC
amortization is due to a combination of growth in the business in 2001 and a
reduced amortization charge in 2000 attributed to lower expected future
maintenance expenses at the time.

The $4.1 million increase in general operating expenses is mainly the result of
an increase in reinsurance costs associated with the minimum guarantees offered
on certain of the products sold, partly offset by the impact of cost cutting
initatives introduced during the year. A lower separate account average asset
base resulted in lower non-deferrable trailer commissions and together with a
decrease in new deposits for 2001 relative to 2000, account for the $5.5 million
decrease in selling expenses.



                                                                              11
<PAGE>



Financial Position as at September 30, 2001

Total assets decreased by 11.3% to $16.6 billion as at September 30, 2001, down
from $18.7 billion as at December 31, 2000. Separate account assets account for
85.2% of total assets as at September 30, 2001 and decreased by 15.9% to $14.1
billion, down from $16.8 billion as at December 31, 2000. This decrease is
mainly the result of a decline in equity market values and is the primary cause
of the reduction in total separate account assets. Due from reinsurers increased
by 52.6% to $1,127.4 million as at September 30, 2001, up from $738.9 million as
at December 31, 2000. Included in the 2001 figure is $275.9 million which
represents the estimated fair value of an embedded derivative in a ceded
reinsurance agreement and is the result of implementing SFAS No. 133 -
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138
"Accounting for Certain Derivatives and Certain Hedging Activities", both of
which became effective January 1, 2001. There was no cumulative effect to the
Consolidated Financial Statements of the Company upon the adoption of these
pronouncements. The reinsurance agreement hedges the Company's equity market
risk exposure associated with its Guaranteed Retirement Income Program ("GRIP").

Total liabilities have decreased proportionately with the change in total
assets. Separate account liabilities account for 88.2% of total liabilities and
decreased by 15.9% to $14.1 billion as at September 30, 2001, down from $16.8
billion as at December 31, 2000. The decrease is consistent with that pertaining
to the separate account assets. Policyholder liabilities and accruals increased
by 52.8% to $1,339.1 million as at September 30, 2001, up from $876.2 million as
at December 31, 2000. This increase includes $275.9 million representing the
liability to policyholders for benefits provided under GRIP as at September 30,
2001.

Included in total shareholder's equity is an increase in additional paid-in
capital of $100.0 million to $360.1 million as at September 30, 2001, up from
$260.1 million as at December 31, 2000. On November 1, 2001, an additional $98.3
million capital injection was made into the Company in order to maintain a
strong level of regulatory capital.

MARKET RISK

Market risk is the risk that the Company will incur losses due to adverse
changes in equity markets and interest rates.

The Company earns asset based fees levied on the asset levels invested in the
separate accounts. As a result, the Company is exposed to a reduction in such
fee income in the event of a severe and sustained equity market downturn.

Interest rate risk is the risk that the Company will incur economic losses due
to adverse changes in interest rates. This risk arises from the issuance of
certain interest sensitive annuity products and the investing of those proceeds
in fixed rate investments. The Company manages its interest rate risk through an
asset-liability management program and has established a target portfolio mix
which takes into account the risk attributes of the liabilities supported by the
assets, expectations of market performance, and a generally conservative
investment philosophy. In addition, the Company has diversified its product
portfolio offerings to include products that contain features that will protect
it against fluctuations in interest rates. Based on the Company's overall
exposure to interest rate risks, the Company believes that changes in interest
rates would not materially affect the consolidated near-term financial position,
results of operations, or cashflows of the Company as of September 30, 2001.
Refer to the Company's Annual Report on form 10-K for a more detailed discussion
of market risks.



                                                                              12
<PAGE>



RATINGS

Financial strength is a key factor in generating new business, maintaining and
expanding distribution relationships, and providing a base for expansion,
acquisitions, and growth. The Company is part of a group of companies
collectively known as Manulife Financial. Manulife Financial is a leading
Canadian-based financial services company operating in 15 countries and
territories worldwide. Through its extensive network of employees, agents and
distribution partners, Manulife Financial offers clients a diverse range of
financial protection products and wealth management services. Funds under
management by Manulife Financial were $134.6 billion (Cdn) as of September 30,
2001 with a consolidated capital position of $10.2 billion (Cdn).

Along with its indirect parent, The Manufacturers Life Insurance Company, the
Company enjoys the following financial strength and claims paying ratings that
are among the strongest in the life insurance industry.

        A.M. Best Company                     A++      (1st of 16 categories)
        Fitch                                 AAA      (1st of 24 categories)
        Standard & Poor's Corporation         AA+      (2nd of 21 categories)
        Moody's Investor Services             Aa2      (3rd of 21 categories)

FORWARD-LOOKING STATEMENTS

Certain information included herein is forward-looking with respect to the
Company, including its business operations and strategy, and financial
performance and condition. These statements generally can be identified by the
use of forward-looking words such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe" or "continue" or the negative thereof or
similar variations. Although management believes that the expectations reflected
in such forward-looking statements are reasonable, such statements involve risks
and uncertainties and actual results may differ materially from those expressed
or implied by such forward-looking statements. Important factors that could
cause actual results to differ materially from the Company's expectations
include among other things, general economic and market factors such as interest
rates, business competition and changes in government regulations or in tax
laws.



                                                                              13
<PAGE>


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 Manulife-Wood Logan Co., 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, 2001, the total variable assets in the
Venture Group Annuity was $24,858,922.

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")

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

1(a)               Underwriting Agreement between the Company and Manufacturers
                   Securities Services, LLC, formerly NASL Financial Services,
                   Inc. (Underwriter) - Incorporated by reference to Exhibit
                   (b)(3)(i) to Form N-4, file number 33-76162, filed March 1,
                   1999.

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) - 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.

1(b)ii             Amendment to Promotional Agent Agreement - 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.

2                  Not Applicable


                                                                              14

<PAGE>

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

3(i)(a)            Certificate of Incorporation of the Company - 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.

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

3(i)(c)            Certificate of Amendment of Certificate of Incorporation of
                   the Company, Authorization of Capital, December 1994 -
                   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.

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

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

3(ii)              Amended and Restated By-Laws of the Company - 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(i)               Form of Individual Single Payment Deferred Fixed Annuity
                   Non-Participating Contract - Incorporated by reference to
                   Exhibit 4 to Registration Statement on Form S-1, file number
                   33-6011, filed June 14, 1996

4(ii)              Form of Group Single Payment Deferred Fixed Annuity
                   Non-Participating Contract - Incorporated by reference to
                   Exhibit 4 to Registration Statement on Form S-1, file number
                   33-6011, filed June 14, 1996

4(iii)             Individual Retirement Annuity Endorsement - Incorporated by
                   reference to Exhibit 4 to Registration Statement on Form S-1,
                   file number 33-6011, filed June 14, 1996

4(iv)              ERISA Tax-Sheltered Annuity Endorsement - Incorporated by
                   reference to Exhibit 4 to Registration Statement on Form S-1,
                   file number 33-6011, filed June 14, 1996

4(v)               Tax-Sheltered Annuity Endorsement - Incorporated by reference
                   to Exhibit 4 to Registration Statement on Form S-1, file
                   number 33-6011, filed June 14, 1996

4(vi)              Section 401 Plans Endorsement - Incorporated by reference to
                   Exhibit 4 to Registration Statement on Form S-1, file number
                   33-6011, filed June 14, 1996

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

6                  Not Applicable

7                  Not Applicable

8(ii)              Amendment to Remote Service Agreement dated March 1999
                   between Manufacturers Life Insurance Company of North America
                   and CSC Continuum Inc. -Incorporated by reference to Post
                   Effective Amendment No. 9 to the Registration Statement on
                   Form N-4, file number 33-76162, filed April 27, 2000

                                                                              15


<PAGE>

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

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
                   -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

(10)(ii)           Reinsurance and Guaranteed Death Benefits Agreement between
                   the Company and Connecticut General Life Insurance Company -
                   Incorporated by reference to Exhibit (b)(7)(i) to
                   Registration Statement on Form N-4, file number 33-76162,
                   filed March 1, 1996

(10)(iii)          Reinsurance Agreement between the Company and PaineWebber
                   Life Insurance Company - Incorporated by reference to Exhibit
                   (b)(7)(iii) to Registration Statement on Form N-4, file
                   number 33-76162, filed March 1, 1996

(10)(iv)           Coinsurance Agreement between the Company and Peoples
                   Security Life Insurance Company - 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

(10)(v)            Reinsurance and Accounts Receivable Agreements between the
                   Company and ITT Lyndon Life - 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

(10)(vi)           Automatic Modified -Coinsurance Reinsurance Agreement between
                   the Company and Transamerica Occidental Life Insurance
                   Company - 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

(10)(vii)          Automatic Yearly Renewable Term Reinsurance Agreement between
                   the Company and Transamerica Occidental Life Insurance
                   Company - 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

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

(10)(ix)           Coinsurance Agreement between the Company and The
                   Manufacturers Life Insurance Company (USA) 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

11                 Not Applicable

12                 Not Applicable

13                 Not Applicable

14                 Not Applicable

15                 Not Applicable

16                 Not Applicable

17                 Not Applicable




                                                                             16
<PAGE>


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

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 - 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.

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

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

24(iv)             Power of Attorney - John D. DesPrez III - Incorporated by
                   reference to Exhibit (14)(iv) to post-effective amendment no.
                   1 to Form N-4, file number 333-38081 filed April 19, 1999.

25                 Not Applicable

26                 Not Applicable

27                 Not Applicable

28                 Not Applicable

ITEM 6B - REPORTS ON FORM 8-K

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


                                                                              17

<PAGE>



                                   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 14, 2001