SUPPLEMENT TO PROSPECTUS
              FOR THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
                               SEPARATE ACCOUNT H
                                DATED MAY 1, 2004

The supplement dated October 18, 2004 is hereby amended and restated as follows:

ANNUITY SERVICE OFFICE ADDRESS

Effective October 22, 2004, the Annuity Service Office street address that
appears in the Prospectus is changed to 601 Congress Street, Boston, MA
02210-2805. The mailing address remains as stated in the Prospectus.

SUMMARY

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES. Effective October 1, 2004, outlined
below are the minimum and maximum total operating expenses charged by the
portfolios that you may pay periodically during the period that you own the
contract. More detail concerning each portfolio's fees and expenses is contained
in the Trust prospectus.



 TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES (A)                  MINIMUM  MAXIMUM
 ---------------------------------------------                  -------  -------
                                                                   
 (Expenses that are deducted from portfolio assets, including    0.71%    2.51%
 advisory fees, Rule 12b-1 fees and Other Expenses)


(A) The minimum and maximum expenses do not reflect any expense reimbursements.
If such reimbursements were reflected, the minimum and maximum expenses would be
0.63% and 1.87%, respectively. Expense reimbursements may be terminated at any
time.

GENERAL INFORMATION ABOUT US, THE VARIABLE ACCOUNT AND THE PORTFOLIOS

THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)

The disclosure under "General Information About Us, The Variable Account and the
Portfolios - The Manufacturers Life Insurance Company (U.S.A.)" is amended to
indicate that the Fitch rating is the "2nd category of 24", not the "2nd
category of 22" as currently stated.

THE PORTFOLIOS

Effective November 15, 2004 the following portfolios are added as available
investment options under the contract. Each of these portfolios is a series of
Scudder Variable Series II (Class B Shares).

      Scudder Templeton Foreign Value seeks long-term capital growth by
      investing, under normal market conditions, at least 80% of its net assets
      in equity securities of companies outside the U.S., including emerging
      markets.

      Scudder Mercury Large Cap Core seeks long-term capital growth by investing
      primarily in a diversified portfolio of equity securities of large-cap
      companies located in the U.S.

Effective August 16, 2004 the following portfolios were added as available
investment options under the contract. Each of these portfolios, which are
series of Scudder Variable Series II (Class B Shares), is a fund of funds which
invests in other Scudder portfolios. The investment adviser for each portfolio
is Deutsche Investment Management Americas Inc., which is part of Deutsche Asset
Management.

      Scudder Conservative Income Strategy seeks current income and, as a
      secondary objective, long-term growth of capital.

      Scudder Income & Growth Strategy seeks a balance of current income and
      long-term growth of capital with an emphasis on current income.

      Scudder Growth & Income Strategy seeks a balance of long-term growth of
      capital and current income with an emphasis on growth of capital.

      Scudder Growth Strategy seeks long-term growth of capital.


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DESCRIPTION OF THE CONTRACT

ACCUMULATION PERIOD PROVISIONS

PURCHASE PAYMENTS

Effective June 1, 2004, we may reduce or eliminate the minimum initial purchase
payment requirement, upon your request, in the following circumstances:

      -     You purchase your contract through a 1035 exchange of an existing
            contract(s) issued by another carrier(s) AND at the time of
            application, the value of your existing contract(s) meets or exceeds
            the applicable minimum initial purchase payment requirement AND
            prior to Manulife's receipt of such 1035 monies, the value drops
            below the applicable minimum initial purchase payment requirement
            due to market conditions.

      -     You purchase more than one new contract and such contracts cannot be
            combined AND the average combined initial purchase payment for these
            new contracts is equal to or greater than $50,000.

      -     You and your spouse each purchase at least one new contract AND the
            average initial purchase payment for the new contract(s) is equal to
            or greater than $50,000.

      -     You purchase a contract that will be used within Manulife's
            Individual 401(k) Program.

      -     You purchase a new IRA contract for a new participant added under
            your Simplified Employee Pension Plan AND the plan is currently
            invested in one or more IRA contracts issued by Manulife.

      -     You purchase multiple contracts issued in conjunction with a written
            Retirement Savings Plan (either qualified and non-qualified), for
            the benefit of plan participants AND the annuitant under each
            contract is a plan participant AND the average initial purchase
            payment for these new contracts is equal to or greater than $50,000.

OTHER CONTRACT PROVISIONS

TEN DAY RIGHT TO REVIEW

(Applicable to Residents of California Only)

Residents in California age 60 and greater may cancel the contract by returning
it to our Annuity Service Office or agent at any time within 30 days after
receiving it. If you cancel the contract during this 30 day period and your
purchase payments were allocated to a fixed account investment option or the
Money-Market investment option, we will pay you the original amount of your
purchase payments. If your purchase payments were allocated to a Variable
Account investment option (other than the Money Market portfolio), we will pay
you the contract value, (minus any unpaid loans), computed at the end of the
business day on which we receive your returned contract.

Your purchase payments will be placed in either (a) the fixed account investment
option, (b) the Money Market investment option or (c) in one or more of the
Variable Account investment options, based upon your instructions on the
application.

OPTIONAL BENEFITS

GUARANTEED RETIREMENT INCOME BENEFIT II

For applications received on or after June 28, 2004, the Guaranteed Retirement
Income Benefit II ("GRIB II") is no longer available for purchase for contracts
issued in Minnesota or Oregon.

GUARANTEED RETIREMENT INCOME BENEFIT  II AND III

For applications received on or after June 1, 2004, the Guaranteed Retirement
Income Benefit III ("GRIB III") and Guaranteed Retirement Income Benefit II
("GRIB II") are no longer available for purchase in any state where Guaranteed
Principal Plus is available for purchase.

GUARANTEED PRINCIPAL PLUS

Effective October 18, 2004, contracts issued to a Tax Sheltered Annuity (as
described in Section 403(b) of the Code) may elect the Guaranteed Principal Plus
Rider.

Effective August 16, 2004 the following portfolios will be added as available
investment options for applications that elect the optional Guaranteed Principal
Plus ("GPP") rider and for existing contracts that elected the GPP rider.
(Effective June 1, 2004, the Scudder Money Market Portfolio was also added as an
available investment option):


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                      Scudder Conservative Income Strategy
                        Scudder Income & Growth Strategy
                        Scudder Growth & Income Strategy
                             Scudder Growth Strategy
               (together with the Scudder Money Market Portfolio,
                        referred to as the "Portfolios")

All investment options may not be available through all distribution partners.

For applications received on or after August 16, 2004, that elect the optional
GPP rider, during the entire period GPP is in effect, 100% of the contract value
must be allocated to one or more of these five Portfolios. You may use our
Dollar Cost Averaging ("DCA") program (if available) to dollar cost average from
the DCA fixed account investment option or the Money Market portfolio to the
Portfolios.

Effective August 16, 2004, none of the Model Allocations currently available
with GPP (see "Model Allocations Available with GPP" in the prospectus) will be
available for transfers or purchase payments. For contracts issued prior to
August 16, 2004:

      -     You may transfer monies out of the Model Allocation in which you are
            currently invested to one or more of the Portfolios provided 100% of
            your contract value is transferred. When such a transfer is made,
            the Portfolios are the available investment options and the Model
            Allocations are no longer available for transfers or payments.

      -     If you choose to remain in the Model Allocation in which you are
            currently invested, you must continue to rebalance your entire
            contract value to your Model Allocation on a quarterly basis and new
            payments may be allocated to such Model Allocation.

      -     If you are currently participating in our DCA program (by
            transferring from the DCA fixed account investment option into your
            particular Model Allocation), such DCA program may continue and new
            payments may be allocated to such Model Allocation. You may transfer
            monies out of the Model Allocation in which you are currently
            invested to one of the Portfolios provided 100% of such monies are
            transferred. When such a transfer is made, the Portfolios are the
            available investment options and the Model Allocations are no longer
            available for transfers or payments.

You should consult with your financial advisor to assist you in determining
which Portfolios available with GPP are best suited for your financial needs and
risk tolerance.

                       SUPPLEMENT DATED NOVMEMBER 15, 2004

Wealthmark Supp 11/15/04


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