HANCOCK JOHN INVESTMENT TRUST /MA/
N-30D, 1997-02-24
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                          John Hancock Funds
                               Growth
                             and Income 
                                Fund

                           ANNUAL REPORT

                          December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
James F. Carlin*
William H. Cunningham*
Charles F. Fretz*
Harold R. Hiser, Jr.*
Anne C. Hodsdon
Charles L. Ladner*
Leo E. Linbeck, Jr.*
Patricia P. McCarter*
Steven R. Pruchansky*
Richard S. Scipione
Lt. Gen. Norman H. Smith, USMC (Ret.)*
John P. Toolan*
*Members of the Audit Committee

OFFICERS

Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
Anne C. Hodsdon
President
James B. Little
Senior Vice President and
Chief Financial Officer
Susan S. Newton
Vice President and Secretary
James J. Stokowski
Vice President and Treasurer
Thomas H. Connors
Second Vice President and Compliance Officer

CUSTODIAN 

Investors Bank and Trust Company
89 South Street
Boston, Massachusetts 02111

TRANSFER AGENT

John Hancock Signature Services, Inc.
1 John Hancock Way Ste 1000
Boston, Massachusetts 02217-1000

INVESTMENT ADVISER

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR

John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116


A 1 1/4" x 1" photo of Edward J. Boudreau Jr., Chairman and Chief 
Executive Officer, flush right, next to second paragraph.

CHAIRMAN'S MESSAGE
DEAR FELLOW SHAREHOLDERS:

Most analysts agree that the Social Security system will run out of 
money by the year 2030 unless Congress makes some changes. Although it 
seems a long way off, the issue is serious enough that at least one 
group has already studied the problem, and experts and politicians alike 
have weighed in with a slew of prescriptions. Legislative action could 
be in the offing in 1997.

The problem stems from demographic and societal changes. The number
of retirees collecting Social Security is growing rapidly, while the 
number of workers supporting the system is shrinking. Consider this: in 
1950, there were 16 workers paying into the Social Security system for 
each retiree collecting benefits. Today, there are three workers for 
each retiree and by 2019 there will be two. Starting then, the Social 
Security Administration estimates that the amount paid out in Social 
Security benefits will start to be greater than the amount collected in 
Social Security taxes. Compounding the issue is the fact that people are 
retiring earlier and living longer.

The state of the system has already left many people, especially younger 
and middle-aged workers, feeling insecure about Social Security. A 
recent survey by the Employee Benefits Research Institute (EBRI) found 
that 79% of current workers polled had little confidence in the ability 
of Social Security to maintain the same level of benefits as those 
received by today's retirees. Instead, they said they expect
to use their own savings or employer-sponsored pensions for their 
retirement. Yet, remarkably, another EBRI survey revealed that only 
slightly more than half of America's current workers are saving money 
for retirement. Fewer than half own IRAs or participate in employer-
sponsored pension or savings plans.

No matter how Social Security's problems get solved, one thing is clear. 
Americans need to rely on themselves for accumulating the bulk of their 
retirement savings. There's no law that says you should have to reduce 
your standard of living once you stop working. So we encourage you to 
save all that you can now, so you can live the way you'd like to later.

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

EDWARD J. BOUDREAU, JR., CHAIRMAN AND CHIEF EXECUTIVE OFFICER


BY TIMOTHY KEEFE, CFA, PORTFOLIO MANAGER

John Hancock
Growth & Income Fund

Stock market advances smartly for second straight year;
large-cap stocks are leaders 


Recently, the Fund's fiscal year end changed from August to December.  
What follows is a discussion of the Fund's performance for the 12 months 
ended December 31, 1996.

For the second straight year, the stock market advanced to new highs in 
1996 and again gave shareholders returns well in excess of historical 
norms. The same favorable stock picking conditions that dominated 1995 
continued in 1996 -- strong earnings growth and low interest rates, 
despite periodic rate increases when investors worried that a faster 
growing economy would spark inflation. But actual inflation stayed 
benign, emotions notwithstanding, and stock prices advanced almost all 
year. The biggest winners were the mid-to large-company growth stocks. 
Investors flocked to these more liquid and stable companies as mixed 
economic signals throughout the year led to uncertainty about where the 
economy was headed. For the year ending December 31, 1996, the Dow Jones 
Industrial Average returned 28.91%, including reinvested dividends, and 
the Standard & Poor's 500-Stock Index, a broader measure of the market, 
advanced 22.95%.

Because of its focus on mid- and large-company growth stocks, John 
Hancock Growth and Income Fund had a good year both absolutely and with 
respect to its peer group. The Fund's Class A and Class B shares posted 
total returns of 22.21% and 21.25% respectively, at net asset value. 
That compared favorably to the 20.78% return of the average growth and 
income fund, according to Lipper Analytical Services, Inc.1 Please see 
pages six and seven for longer-term performance information.

A 2 1/4" by 3 3/4" photo of Fund management team at bottom right. 
Caption reads: Tim Keefe (standing) and Growth and Income Fund 
management team members Anurag Pandit (l) and Ben Hock (r)."

"The same 
favorable 
stock picking 
conditions 
that 
dominated 
1995 
continued in 
1996..."


Chart with heading "Top Five Common Stock Holdings" at top of left hand 
column. The chart lists five holdings: 1) Eastman Kodak 4.2%; 2) United 
Technologies 3.6%; 3) Eli Lilly 3.3%; 4) Phillip Morris 3.0%; 5) 
Hibernia Corp. 3.0%. A footnote below states " As a percentage of net 
assets on December 31, 1996."

"...we 
exchanged 
some of our 
aerospace/
defense 
money 
into select 
technology 
stocks..."

Winners and disappointments 

Our largest holding, Eastman Kodak, was one of our strongest performers 
during the year. Its new products and strong overseas growth have 
contributed to its overall bottom line health. What's more, its share 
buyback program has enhanced its strong cash flow position, which for us 
is one of the most important indicators of a company's potential. We 
still believe Kodak's stock price does not reflect its true earnings 
potential.

Our overweighted positions in finance, healthcare and aerospace/defense 
also contributed strongly to the Fund's performance. Bank stocks, such 
as regional bank Hibernia, and savings and loans were boosted by strong 
earnings growth and continuing consolidation. Some of the S&L's that we 
own began the year with very low prices relative to their earnings 
potential -- a key characteristic we look for as value-oriented 
investors. Their prices then rose along with earnings and a favorable 
outlook for 1997. The larger money-center banks benefited from the 
relatively benign interest-rate environment, cost cutting and increasing 
worldwide market share. Our investments in three government-sponsored 
entities -- Federal Home Loan Mortgage Corporation, Federal National 
Mortgage Association and the Student Loan Marketing Association -- also 
served us well. These issuers of asset- and mortgage-backed securities 
are all dominant players in their industry and have very predictable 
earnings streams. At the start of the year, fears of rising interest 
rates caused their stocks to sell at single-digit price-to-earnings 
(p/e) multiples, compared to the market's average multiple of 17 or 18.  
A p/e multiple is a measure of how much you're paying for earnings 
power. But as the year went on and rate fears dissipated, the stocks 
rallied as investors came to appreciate these companies' stable income 
stream. In the third quarter, interest rate scares and fears of rising 
consumer debt and delinquencies created the opportunity to add credit 
card companies First USA and Dean Witter Discover at very attractive 
prices.

Table entitled "Scorecard" at bottom left hand column. The header for 
the left column is "Investment"' the header for the right column is 
"Recent performance...and what's behind the numbers." The first listing 
is "Eastman Kodak" followed by an up arrow and the phrase "New products, 
international growth, strong cash flow". The second listing is "H&R 
Block" followed by an up arrow and the phrase "Undervalued, high return 
business with good management". The third listing is "Gillette" followed 
by a flat arrow and the phrase "Solid fundamentals, but stock price 
fully valued". Footnote below reads: "See '"Schedule of Investments." 
Investment holdings are subject to change."


The bulk of our health-care holdings were in drug companies such as Eli 
Lilly, one of our largest positions and stronger performers. The 
combination of predictable earnings and strong new product flows has 
helped the large drug companies continue to perform regardless of the 
economic environment. Aerospace and defense giants United Technologies -
- - the Fund's second largest holding at year end -- and McDonnell Douglas 
are both benefiting from the revitalized airlines industry and a spate 
of new orders to replace a quarter of the domestic aircraft over the 
next three years. Suppliers of airplane parts, including Fund holdings 
General Electric, Allied Signal and Honeywell, are also reaping the 
rewards of this replacement cycle.

On the other hand, the Fund's light ownership in the energy sector 
prevented us from realizing the significant gains made by many energy 
stocks as oil and gas prices rose along with increased demand worldwide, 
cold weather and a shortage of supplies.

Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote "For the year ended December 31, 1996. 
" The chart is scaled in increments of 5% from top to bottom with 25% at 
the top and 0% at the bottom. Within the chart, there are three solid 
bars. The first represents the 22.21% total return for John Hancock 
Growth and Income Fund: Class A. The second represents the 21.25% total 
return for John Hancock Growth and Income Fund: Class B. The third 
represents the 20.78% total return for the average growth and income 
fund. Footnote below reads: "The total returns for John Hancock 
Independence Equity Fund are at net asset value with all distributions 
reinvested. The average growth and income fund is tracked by Lipper 
Analytical Services. (1) See following two pages for historical 
performance information.

Search for value leads to several shifts

We constantly look for companies that show strong prospects for growth 
and have attractive stock prices. As the year progressed, we shifted 
some of the Fund's money out of stocks or sectors of the market that we 
believed had become fully valued into more attractively priced ones 
whose fundamentals remain sound. Often, these opportunities arise after 
a particular stock or sector has had a meaningful correction, as we saw 
in the summer. At that time, we exchanged some of our aerospace/defense 
money for select technology stocks, including IBM, Lucent Technologies, 
an AT&T spin-off, and Solectron, a company that specializes in the 
outsourcing of manufacturing services to the rapidly growing electronics 
industries. These stocks took a drubbing along with most other 
technology stocks during a massive summer sell-off. Another shift 
occurred after we took profits in gaming and lodging stocks Bally and 
Marriott at a point when they appeared fully valued. In their place, we 
bought tax preparation company H&R Block. This high return business, run 
by committed, shareholder-focused management, saw its stock dragged down 
by its ownership of CompuServe, in which the market seems to be placing 
no value. But we don't agree, and after extensive analysis believe we've 
been able to buy H&R Block's strong tax preparer business for a very 
attractive price. 

"We're taking 
a cautious 
approach to 
1997..."

A look ahead

We're taking a cautious approach to 1997 and believe investors would be 
wise to temper their expectations as well. After back-to-back years of 
spectacular growth, it's hard to imagine a third year of such returns. 
If the economy continues its moderate growth course, the market can 
still move up. But we'd expect to see returns at or even below the 
historical 8-10% annual average, with more volatility as worries about 
the economy, interest rates and inflation persist. It's also getting 
harder to find stocks that aren't fully valued. But that's not to say 
they don't exist. In fact, we're optimistic about the future, 
particularly as value-oriented investors. We'll use any market swings to 
uncover discrepancies between a stock's price and its true value. As 
appropriate, we'll shift assets away from stocks or sectors that are 
selling at high p/e multiples into more inexpensive ones. We believe 
it's a good way to both lower the Fund's risk level and provide the best 
opportunity for growth.


This commentary reflects the views of the portfolio manager through the 
end of the Fund's period discussed in this report. Of course, the 
manager's views are subject to change as market and other conditions 
warrant. 

1Figures from Lipper Analytical Services include reinvested dividends 
and do not take into account sales charges. Actual load-adjusted 
performance is lower. 


A LOOK AT PERFORMANCE

The tables on the right show the cumulative total returns and the 
average annual total returns for the John Hancock Growth and Income 
Fund. Total return is a performance measure that equals the sum of all 
income and capital gains dividends, assuming reinvestment of these 
distributions, and the change in the price of the Fund's shares, 
expressed as a percentage of the Fund's net asset value per share. 
Performance figures include the maximum applicable sales charge of 5% 
for Class A shares. The effect of the maximum contingent deferred sales 
charge for Class B shares (maximum 5% and declining to 0% over six 
years) is included in Class B performance. Performance is affected by a 
12b-1 plan, which commenced on January 1, 1990 and August 22, 1991 for 
Class A and Class B shares, respectively. Remember that all figures 
represent past performance and are no guarantee of how the Fund will 
perform in the future. Also, keep in mind that the total return and 
share price of the Fund's investments will fluctuate. As a result, your 
Fund's shares may be worth more or less than their original cost, 
depending on when you sell them.

CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996
                                    ONE           FIVE        LIFE OF
                                    YEAR          YEARS        FUND
                                -----------    -----------  -----------
John Hancock Growth and Income 
Fund: Class A                      16.08%        69.02%       213.50%
John Hancock Growth and Income 
Fund: Class B                      16.25%        69.14%        88.24%(1)

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996
                                    ONE           FIVE        LIFE OF
                                    YEAR          YEARS        FUND
                                -----------    -----------  -----------
John Hancock Growth and Income 
Fund: Class A                      16.08%        11.07%        12.10%
John Hancock Growth and Income 
Fund: Class B                      16.25%        11.08%        12.53%(1)

Notes to Performance
(1) Class B shares started on August 22, 1991.


WHAT HAPPENED TO A $10,000 INVESTMENT...

The charts on the right show how much a $10,000 investment in John 
Hancock Growth and Income Fund would be worth on December 31, 1996. They 
assume that you either had invested on the day each class of shares 
started, or that you have been invested for the most recent 10 years. In 
either case, they also assume that you have reinvested all 
distributions. For comparison, we've shown the same $10,000 investment 
in the Standard & Poor's 500 Stock Index -- an unmanaged index that 
includes 500 widely traded common stocks and is often used as a measure 
of stock market performance.

Growth and Income Fund
Class A shares

Line chart with the heading Growth and Income Fund: Class A, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index and is 
equal to $41,396 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Growth and 
Income Fund on December 31, 1986, before sales charge, and is equal to 
$32,986 as of December 31, 1996.  The third line represents the Growth 
and Income Fund, after sales charge, and is equal to $31,350 as of 
December 31, 1996.  



Growth and Income Fund
Class B shares

Line chart with the heading Growth and Income Fund: Class B, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index, and is 
equal to $21,620 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Growth and 
Income Fund, before sales charge, on August 22, 1991, and is equal to 
$18,924 as of December 31, 1996.  The third line represents the value of 
the Growth and Income Fund, after sales charge, and is equal to $18,824 
as of December 31, 1996.



FINANCIAL STATEMENTS

John Hancock Funds - Growth and Income Fund

<TABLE>
<CAPTION>

Statement of Assets and Liabilities
December 31, 1996
- --------------------------------------------------------------------------------------
<S>                                                                     <C>
Assets:
Investments at value -- Note C:
Common stocks (cost -- $211,067,771)                                     $ 291,641,388
Convertible preferred stocks (cost -- $2,919,705)                            3,087,500
Joint repurchase agreement (cost -- $14,480,000)                            14,480,000
Corporate savings account                                                          823
                                                                         -------------
                                                                           309,209,711
Dividends and interest receivable                                              658,474
Receivable for shares sold                                                     110,286
Other assets                                                                    40,328
                                                                         -------------
Total Assets                                                               310,018,799
- --------------------------------------------------------------------------------------
Liabilities:
Payable for shares repurchased                                                 133,359
Payable to John Hancock Advisers, Inc. and affiliates -- Note B                264,187
Accounts payable and accrued expenses                                           68,234
                                                                         -------------
Total Liabilities                                                              465,780
- --------------------------------------------------------------------------------------
Net Assets:
Capital paid-in                                                            222,178,724
Accumulated net realized gain on investments                                 6,634,304
Net unrealized appreciation of investments                                  80,742,463
Distributions in excess of net investment income                                (2,472) 
                                                                         -------------
Net Assets                                                               $ 309,553,019
======================================================================================
Net Asset Value Per Share:
(Based on net asset values and shares of beneficial 
interest outstanding -- unlimited number of shares 
authorized with $0.01 per share par value, respectively)
Class A -- $163,153,747/ 10,447,719                                       $      15.62
======================================================================================
Class B -- $146,399,272/ 9,346,021                                        $      15.66
======================================================================================
Maximum Offering Price Per Share*
Class A -- ($15.62 x 105.26%)                                             $      16.44
======================================================================================
* On single retail sales of less than $50,000. On sales of $50,000 or more and on 
  group sales the offering price is reduced.

The Statement of Assets and Liabilities is the Fund's balance sheet and shows the 
value of what the Fund owns, is due and owes on December 31, 1996. You'll also find 
the net asset value and the maximum offering price per share as of that date.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Operations
- --------------------------------------------------------------------------------------
                                                                        PERIOD FROM
                                                                     SEPTEMBER 1, 1996
                                                      YEAR ENDED       TO DECEMBER 31, 
                                                    AUGUST 31, 1996        1996(1)
                                                    ---------------  -----------------
<S>                                                  <C>               <C>
Investment Income:
Dividends                                             $ 6,085,432       $ 1,916,974
Interest                                                  251,751           127,925
                                                      -----------       -----------
                                                        6,337,183         2,044,899
                                                      -----------       -----------
Expenses:
Investment management fee -- Note B                     1,616,654           616,603
Distribution/service fee -- Note B
Class A                                                   338,498           129,043
Class B                                                 1,213,464           470,391
Transfer agent fee -- Note B                              494,693           206,352
Registration and filing fees                               58,759            31,054
Printing                                                   54,299            20,187
Custodian fee                                              52,263            20,669
Auditing fee                                               36,248            26,000
Trustees' fees                                             29,072             3,473
Advisory board fee                                         21,633                --
Legal fees                                                  9,175             4,661
Miscellaneous                                               4,805             5,904
Financial services fee -- Note B                               --            27,211
                                                      -----------       -----------
Total Expenses                                          3,929,563         1,561,548
- -----------------------------------------------------------------------------------
Net Investment Income                                   2,407,620           483,351
- -----------------------------------------------------------------------------------
Realized and Unrealized Gain on Investments:
Net realized gain on investments sold                  25,207,559        11,589,657
Change in net unrealized appreciation/depreciation 
of investments                                          7,739,354        26,075,239
                                                      -----------       -----------
Net Realized and Unrealized Gain on Investments        32,946,913        37,664,896
- -----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting 
from Operations                                       $35,354,533       $38,148,247
===================================================================================

(1) Effective December 31, 1996, the fiscal period changed from 
    August 31 to December 31.

The Statement of Operations summarizes the Fund's investment income earned 
and expenses incurred in operating the Fund. It also shows net gains (losses) 
for the period stated.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  PERIOD FROM
                                                                                       YEAR ENDED AUGUST 31,     SEPTEMBER 1,1996
                                                                                   ----------------------------- TO DECEMBER 31,
                                                                                        1995             1996         1996(1) 
                                                                                   -------------   -------------   -------------
<S>                                  <C>             <C>             <C>          <C>             <C>             <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                              $   3,388,316   $   2,407,620   $     483,351 
Net realized gain on investments sold                                                  6,147,562      25,207,559      11,589,657 
Change in net unrealized appreciation/depreciation of investments                     30,850,499       7,739,354      26,075,239 
                                                                                   -------------   -------------   -------------
Net Increase in Net Assets Resulting from Operations                                  40,386,377      35,354,533      38,148,247 
                                                                                   -------------   -------------   -------------
Distributions to Shareholders:
Dividends from net investment income:
     Class A -- ($0.2026, $0.1939 and $0.0752 per share, respectively)               (2,080,993)     (1,792,414)       (697,553)
     Class B -- ($0.1178, $0.0916 and $0.0151 per share, respectively)               (1,113,907)       (780,162)       (126,946)
Distributions from net realized gain on investments sold:
Class A -- (none, $0.1450 and $1.5747 per share, respectively)                                --      (1,309,129)    (14,744,885)
Class B -- (none, $0.1450 and $1.5747 per share, respectively)                                --      (1,230,621)    (13,438,564)

                                                                                   -------------   -------------   -------------
Total Distributions to Shareholders                                                   (3,194,900)     (5,112,326)    (29,007,948) 
                                                                                   -------------   -------------   -------------
From Fund Share Transactions -- Net*                                                 (27,471,362)     (9,818,420)     35,083,465 
                                                                                   -------------   -------------   -------------
Net Assets:
Beginning of period                                                                  235,185,353     244,905,468     265,329,255 
                                                                                   -------------   -------------   -------------
End of period (including 
undistributed net investment 
income of $503,632, $338,676 
and distributions in excess 
of net investment income 
$2,472, respectively)                                                              $ 244,905,468   $ 265,329,255   $ 309,553,019 
                                                                                   =============   =============   =============

* Analysis of Fund Share Transactions:

                                                                                                               PERIOD FROM
                                                         YEAR ENDED AUGUST 31,                              SEPTEMBER 1,1996
                                      ----------------------------------------------------------             TO DECEMBER 31,
                                                 1995                           1996                             1996(1)
                                      ---------------------------     --------------------------       ------------------------
                                        SHARES           AMOUNT         SHARES          AMOUNT           SHARES         AMOUNT
                                      ---------       -----------     ---------      -----------       ---------     -----------
CLASS A
Shares sold                           1,688,091       $19,652,565     1,760,701      $25,784,827       2,100,056     $34,769,586 
Shares issued to shareholders 
in reinvestment of distributions        149,026         1,724,908       184,594        2,627,197         864,570      13,618,418 
                                      ---------       -----------     ---------      -----------       ---------     -----------
                                      1,837,117        21,377,473     1,945,295       28,412,024       2,964,626      48,388,004 
Less shares repurchased              (2,719,043)      (31,913,858)   (2,414,054)     (34,877,792)     (1,774,320)    (29,444,447) 
                                      ---------       -----------     ---------      -----------       ---------     -----------
Net increase (decrease)                (881,926)     ($10,536,385)     (468,759)    ($ 6,465,768)      1,190,306     $18,943,557 
                                      =========       ===========     =========      ===========       =========     ===========
CLASS B
Shares sold                           1,972,798       $23,053,675     2,595,953      $37,809,526         901,707      14,803,231 
Shares issued to shareholders 
in reinvestment of distributions         80,431           936,397       123,908        1,753,023         767,775      12,131,262 
                                      ---------       -----------     ---------      -----------       ---------     -----------
                                      2,053,229        23,990,072     2,719,861       39,562,549       1,669,482      26,934,493 
Less shares repurchased              (3,464,943)      (40,925,049)   (2,944,133)     (42,915,201)       (653,345)    (10,794,585) 
                                      ---------       -----------     ---------      -----------       ---------     -----------
Net increase (decrease)              (1,411,714)     ($16,934,977)     (224,272)    ($ 3,352,652)      1,016,137     $16,139,908 
                                      =========       ===========     =========      ===========       =========     ===========

(1) Effective December 31, 1996, the fiscal period changed from August 31 to December 31.

The Statement of Changes in Net Assets shows how the value of the Fund's net assets has changed since the end of the previous 
period. The difference reflects earnings less expenses, any investment gains and losses, distributions paid to shareholders, and 
any increase or decrease in money shareholders invested in the Fund. The footnote illustrates the number of Fund shares sold, 
reinvested and redeemed during the last two periods, along with the corresponding dollar value.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights
Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios 
and supplemental data are listed as follows:
- -----------------------------------------------------------------------------------------------------------------------------

                                                            YEAR ENDED AUGUST 31,                             PERIOD FROM
                                        --------------------------------------------------------------     SEPTEMBER 1, 1996
                                          1992        1993          1994         1995(4)        1996    TO DECEMBER 31, 1996(6) 
                                        -------     --------      --------      --------      --------  ----------------------
<S>                                    <C>         <C>           <C>           <C>           <C>            <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period    $ 11.77     $  12.43      $  12.08      $  11.42      $  13.38       $  15.07
                                        -------     --------      --------      --------      --------       --------
Net Investment Income (1)                  0.32         0.40          0.32          0.21          0.19           0.05
Net Realized and Unrealized Gain 
(Loss) on Investments                      0.89         1.12         (0.61)         1.95          1.84           2.15
                                        -------     --------      --------      --------      --------       --------
Total from Investment Operations           1.21         1.52         (0.29)         2.16          2.03           2.20
                                        -------     --------      --------      --------      --------       --------
Less Distributions:
Dividends from Net Investment Income      (0.25)       (0.42)        (0.37)        (0.20)        (0.19)         (0.08)
Distributions from Net Realized 
Gain on Investments Sold                  (0.30)       (1.45)           --            --         (0.15)         (1.57) 
                                        -------     --------      --------      --------      --------       --------
Total Distributions                       (0.55)       (1.87)        (0.37)        (0.20)        (0.34)         (1.65) 
                                        -------     --------      --------      --------      --------       --------
Net Asset Value, End of Period          $ 12.43     $  12.08      $  11.42      $  13.38      $  15.07       $  15.62
                                        =======     ========      ========      ========      ========       ========
Total Investment Return 
at Net Asset Value (2)                    10.47%       13.64%        (2.39%)       19.22%        15.33%         14.53%(7)

Ratios and Supplemental Data
Net Assets, End of Period 
(000's omitted)                        $ 89,682     $115,780      $121,160      $130,183      $139,548       $163,154
Ratio of Expenses 
to Average Net Assets                      1.34%        1.29%         1.31%         1.30%         1.17%          1.22%(5)
Ratio of Net Investment Income 
to Average Net Assets                      2.75%        3.43%         2.82%         1.82%         1.28%          0.85%(5)
Portfolio Turnover Rate                     119%         107%          195%           99%           74%            26%
Average Broker Commission Rate (3)          N/A          N/A           N/A           N/A      $ 0.0665       $ 0.0692

The Financial Highlights summarizes the impact of the following factors on a single share for each period indicated: net 
investment income, gains (losses), dividends and total investment return of the Fund. It shows how the Fund's net asset value 
for a share has changed since the end of the previous period. Additionally, important relationships between some items presented 
in the financial statements are expressed in ratio form.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights (continued)
- -----------------------------------------------------------------------------------------------------------------------------

                                                            YEAR ENDED AUGUST 31,                             PERIOD FROM
                                        --------------------------------------------------------------     SEPTEMBER 1, 1996
                                          1992        1993          1994         1995(4)        1996    TO DECEMBER 31, 1996(6) 
                                        -------     --------      --------      --------      --------  ----------------------
<S>                                    <C>         <C>           <C>           <C>           <C>            <C>
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period    $ 11.77     $  12.44      $  12.10      $  11.44      $  13.41       $  15.10
                                        -------     --------      --------      --------      --------       --------
Net Investment Income (1)                  0.23         0.30          0.24          0.13          0.08           0.01
Net Realized and Unrealized Gain 
(Loss) on Investments                      0.89         1.12         (0.61)         1.96          1.85           2.14
                                        -------     --------      --------      --------      --------       --------
Total from Investment Operations           1.12         1.42         (0.37)         2.09          1.93           2.15
                                        -------     --------      --------      --------      --------       --------
Less Distributions:
Dividends from Net Investment Income      (0.15)       (0.31)        (0.29)        (0.12)        (0.09)         (0.02)
Distributions from Net Realized 
Gain on Investments Sold                  (0.30)       (1.45)           --            --         (0.15)         (1.57) 
                                        -------     --------      --------      --------      --------       --------
Total Distributions                       (0.45)       (1.76)        (0.29)        (0.12)        (0.24)         (1.59) 
                                        -------     --------      --------      --------      --------       --------
Net Asset Value, End of Period          $ 12.44     $  12.10      $  11.44      $  13.41      $  15.10       $  15.66
                                        =======     ========      ========      ========      ========       ========
Total Investment Return 
at Net Asset Value (2)                     9.67%       12.64%        (3.11%)       18.41%        14.49%         14.15%(7)

Ratios and Supplemental Data
Net Assets, End of Period 
(000's omitted)                        $ 29,826     $ 65,010      $114,025      $114,723      $125,781        146,399
Ratio of Expenses 
to Average Net Assets                      2.07%        2.19%         2.06%         2.03%         1.90%          1.98%(5)
Ratio of Net Investment Income 
to Average Net Assets                      2.02%        2.53%         2.07%         1.09%         0.55%          0.10%(5)
Portfolio Turnover Rate                     119%         107%          195%           99%           74%            26%
Average Broker Commission Rate (3)          N/A          N/A           N/A           N/A      $ 0.0665       $ 0.0692

(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(3) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(4) On December 2, 1994, John Hancock Advisers, Inc. became the investment adviser of the Fund.
(5) Annualized.
(6) Effective December 31, 1996, the fiscal period changed from August 31 to December 31.
(7) Not annualized.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Schedule of Investments
December 31, 1996
- ----------------------------------------------------------------------------------
The Schedule of Investments is a complete list of all securities owned by the Fund 
on December 31, 1996. It's divided into three main categories: common stocks, 
convertible preferred stocks and short-term investments. The common stocks and 
convertible preferred stocks are further broken down by industry groups. Short-term 
investments, which represent the Fund's cash position, are listed last.

                                                            MARKET
ISSUER, DESCRIPTION                NUMBER OF SHARES          VALUE
- -------------------                ----------------          -----
<S>                         <C>          <C>              <C>
COMMON STOCKS
Aerospace (10.79%)
General Dynamics Corp.                    100,000          $  7,050,000 
McDonnell Douglas Corp.                   133,000             8,512,000
Northrop Grumman Corp.                     80,000             6,620,000
United Technologies Corp.                 170,000            11,220,000
                                                           ------------
                                                             33,402,000
                                                           ------------
Banks -- United States (8.38%)
AmSouth Bancorp.                          100,000             4,837,500
Bankers Trust New York Corp.               50,000             4,312,500
Hibernia Corp. (Class  A)                 700,000             9,275,000
J.P. Morgan & Co., Inc.                    70,000             6,833,750
National City Corp.                        15,000               673,125
                                                           ------------
                                                             25,931,875
                                                           ------------
Beverages (1.70%)
PepsiCo, Inc.                             180,000             5,265,000
                                                           ------------
Business Services -- Misc (1.87%)
Block, H & R, Inc.                        200,000             5,800,000
                                                           ------------
Chemicals (2.70%)
Monsanto Co.                              215,000             8,358,125
                                                           ------------
Computers (4.38%)
Computer Associates 
International, Inc.                        27,000             1,343,250
Electronic Data Systems Corp.              63,000             2,724,750
Informix Corp.*                           115,000             2,343,125
International Business 
Machines Corp.                             30,000             4,530,000
Oracle Corp.*                              63,000             2,630,250
                                                           ------------
                                                             13,571,375
                                                           ------------
Cosmetics & Personal Care (2.52%)
Gillette Co.                               60,000             4,665,000
International Flavors 
& Fragrances, Inc.                         70,000             3,150,000
                                                           ------------
                                                              7,815,000
                                                           ------------
Diversified Operations (3.06%)
Allied Signal, Inc.                        95,700             6,411,900
Cognizant Corp.                            70,000             2,310,000
Viad Corp.                                 45,000               742,500
                                                           ------------
                                                              9,464,400
                                                           ------------
Electronics (6.69%)
Amphenol Corp. (Class A)*                  80,000             1,780,000
General Electric Co.                       78,000             7,712,250
Honeywell, Inc.                            55,000             3,616,250
Intel Corp.                                 4,000               523,750
Novellus Systems, Inc.*                    40,000             2,167,500
Solectron Corp.                            92,000             4,910,500
                                                           ------------
                                                             20,710,250
                                                           ------------
Finance (8.58%)
Dean Witter Discover & Co.                 95,000             6,293,750
Financial Security Assurance 
Holdings Ltd.                              59,600             1,959,350
First USA, Inc.                           200,000             6,925,000
Great Western Financial Corp.             200,000             5,800,000
Student Loan Marketing Assn.               60,000             5,587,500
                                                           ------------
                                                             26,565,600
                                                           ------------
Food (1.92%)
CPC International, Inc.                    76,500             5,928,750
                                                           ------------
Instruments -- Scientific (1.00%)
Millipore Corp.                            75,000             3,103,125
                                                           ------------
Insurance (3.35%)
Progressive Corp.                         100,000             6,737,500
Travelers Group, Inc.                      80,000             3,630,000
                                                           ------------
                                                             10,367,500
                                                           ------------
Leisure (4.15%)
Eastman Kodak Co.                         160,000            12,840,000
                                                           ------------
Medical (13.89%)
Baxter International, Inc.                120,000             4,920,000
Columbia/HCA Healthcare Corp.              45,600             1,858,200
Eli Lilly & Co.                           140,000            10,220,000
Pfizer, Inc.                              100,000             8,287,500
Pharmacia & Upjohn, Inc.                   75,000             2,971,875
Schering-Plough Corp.                     120,000             7,770,000
Warner-Lambert Co.                         70,000             5,250,000
Wellpoint Health Networks, Inc.            50,000             1,718,750
                                                           ------------
                                                             42,996,325
                                                           ------------
Mortgage Banking (2.98%)
Federal Home Loan Mortgage Corp.           28,000             3,083,500
Federal National Mortgage Assn.           165,000             6,146,250
                                                           ------------
                                                              9,229,750
                                                           ------------
Oil & Gas (4.63%)
Exxon Corp.                                30,000             2,940,000
Mobil Corp.                                44,000             5,379,000
Phillips Petroleum Co.                    100,000             4,425,000
Tosco Corp.                                20,000             1,582,500
                                                           ------------
                                                             14,326,500
                                                           ------------
Paper & Paper Products (1.54%)
Kimberly-Clark Corp.                       50,000             4,762,500
                                                           ------------
Pollution Control (0.56%)
US Filter Corp.*                           55,000             1,746,250
                                                           ------------
Retail (2.14%)
Sears, Roebuck and Co.                     55,000             2,536,875
Sysco Corp.                               125,000             4,078,125
                                                           ------------
                                                              6,615,000
                                                           ------------
Telecommunications (4.23%)
A T & T Corp.                             100,000             4,350,000
Comsat Corp.                              110,000             2,708,750
Lucent Technologies, Inc.                 130,200             6,021,750
                                                           ------------
                                                             13,080,500
                                                           ------------
Tobacco (3.00%)
Philip Morris Cos., Inc.                   82,500             9,291,563
                                                           ------------
Transport (0.15%)
Swift Transportation Co.                   20,000               470,000
                                                           ------------
TOTAL COMMON STOCKS    
(Cost $211,067,771)                        (94.21%)         291,641,388
                                            -----          ------------

CONVERTIBLE PREFERRED STOCK
Broker Services (1.00%)
Salomon Inc., 7.625%                      100,000             3,087,500
                                                           ------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $2,919,705)                           (1.00%)           3,087,500
                                            -----          ------------


<CAPTION>
                            INTEREST       PAR VALUE         MARKET
ISSUER, DESCRIPTION             RATE   (000'S OMITTED)        VALUE
- -------------------         --------   ---------------       ------
<S>                          <C>         <C>                 <C>
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement 
(4.68%) Investment in a 
joint repurchase agreement 
transaction with Lehman 
Brothers, Inc. Dated 
12-31-96, Due 01-02-97 
(secured by U.S. Treasury 
Bonds, 7.25% thru 12.50% 
due 08-15-14 thru 
08-15-22) -- Note A             6.70%      14,480         $  14,480,000
                                                          -------------

Corporate Savings Account 
(0.00%) Investors Bank & 
Trust Company Daily Interest 
Savings Account Current 
Rate 4.75%                                                          823
                                                          -------------
TOTAL SHORT-TERM INVESTMENTS                (4.68%)          14,480,823
                                            -----         -------------
TOTAL INVESTMENTS                          (99.89%)       $ 309,209,711 
                                            =====         =============

* Non-income producing security.

The percentage shown for each investment category is the total of that 
category as a percentage of net assets of the fund.


See notes to financial statements.

</TABLE>


NOTES TO FINANCIAL STATEMENTS

John Hancock Funds - Growth and Income Fund

NOTE A --
ACCOUNTING POLICIES

John Hancock Investment Trust, (the "Trust") is a diversified, open-end 
management investment company, registered under the Investment Company 
Act of 1940. The Trust consists of three series portfolios: John Hancock 
Growth and Income Fund (the "Fund"), John Hancock Sovereign Balanced 
Fund and John Hancock Sovereign Investors. On June 25, 1996, the 
Trustees voted to change the fiscal period end from August 31 to 
December 31. This change was effective December 31, 1996. The other two 
series of the Trust are reported in separate financial statements. The 
investment objective of the Fund is to obtain the highest total return, 
a combination of capital appreciation and current income, consistent 
with reasonable safety of capital.

The Trustees have authorized the issuance of two classes of shares of 
the Fund, designated as Class A and Class B. The shares of each class 
represent an interest in the same portfolio of investments of the Fund 
and have equal rights to voting, redemptions, dividends, and 
liquidation, except that certain expenses, subject to the approval of 
the Trustees, may be applied differently to each class of shares in 
accordance with current regulations of the Securities and Exchange 
Commission and the Internal Revenue Service. Shareholders of a class, 
which bears distribution and service expenses under the terms of a 
distribution plan, have exclusive voting rights regarding such 
distribution plan. 

Significant accounting policies of the Fund are as follows:

VALUATION OF INVESTMENTS Securities in the Fund's portfolio are valued 
on the basis of market quotations, valuations provided by independent 
pricing services or, at fair value as determined in good faith in 
accordance with procedures approved by the Trustees. Short-term debt 
investments maturing within 60 days are valued at amortized cost which 
approximates market value.

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the 
Securities and Exchange Commission, the Fund, along with other 
registered investment companies having a management contract with John 
Hancock Advisers, Inc. (the "Adviser"), a wholly-owned subsidiary of The 
Berkeley Financial Group, may participate in a joint repurchase 
agreement transaction. Aggregate cash balances are invested in one or 
more repurchase agreements, whose underlying securities are obligations 
of the U.S. government and/or its agencies. The Fund's custodian bank 
receives delivery of the underlying securities for the joint account on 
the Fund's behalf. The Adviser is responsible for ensuring that the 
agreement is fully collateralized at all times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the 
date of purchase, sale or maturity. Net realized gains and losses on 
sales of investments are determined on the identified cost basis. 

FEDERAL INCOME TAX The Fund's policy is to comply with the requirements 
of the Internal Revenue Code that are applicable to regulated investment 
companies and to distribute all of its taxable income, including any net 
realized gain on investments, to its shareholders. Therefore, no federal 
income tax provision is required. 

DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment 
securities is recorded on the ex-dividend date. Interest income on 
investment securities is recorded on the accrual basis.

The Fund records all distributions to shareholders from net investment 
income and realized gains on the ex-dividend date. Such distributions 
are determined in conformity with income tax regulations which may 
differ from generally accepted accounting principles. Dividends paid by 
the Fund with respect to each class of shares will be calculated in the 
same manner, at the same time and will be in the same amount, except for 
the effect of expenses that may be applied differently to each class.

EXPENSES The majority of the expenses of the Trust are directly 
identifiable to an individual fund. Expenses which are not readily 
identifiable to a specific fund are allocated in such a manner as deemed 
equitable, taking into consideration, among other things, the nature and 
type of expense and the relative sizes of the funds.

CLASS ALLOCATIONS Income, common expenses and realized and unrealized 
gains (losses) are determined at the Fund level and allocated daily to 
each class of shares based on the appropriate net assets of the 
respective classes. Distribution/service fees if any, are calculated 
daily at the class level based on the appropriate net assets of each 
class and the specific expense rate(s) applicable to each class.

USE OF ESTIMATES The preparation of these financial statements in 
accordance with generally accepted accounting principles incorporates 
estimates made by management in determining the reported amounts of 
assets, liabilities, revenues, and expenses of the Fund. Actual results 
could differ from these estimates.  

NOTE B --
MANAGEMENT FEE AND 
TRANSACTIONS WITH AFFILIATES AND OTHERS

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, to 0.625% of the Fund's average daily net asset 
value. 

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly owned subsidiary of the Adviser. For the period ended 
December 31, 1996, net sales charges received with regard to sales of 
Class A shares amounted to $82,503. Out of this amount, $13,029 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $46,506 was paid as sales commissions to 
unrelated broker-dealers and $22,968 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker dealers. The Adviser's indirect 
parent, John Hancock Mutual Life Insurance Company ("JHMLICo"), is the 
indirect sole shareholder of Distributors and was the indirect sole 
shareholder until November 29, 1996 of John Hancock Freedom Securities 
Corporation and its subsidiaries, which include Tucker Anthony and 
Sutro.

Class B shares which are redeemed within six years of purchase will be 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.0% of the lesser of the current market value at the 
time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses related to providing 
distribution related services to the Fund in connection with the sale of 
Class B shares. For the period ended December 31, 1996, contingent 
deferred sales charges amounted to $52,948.

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted a Distribution 
Plan with respect to Class A and Class B pursuant to Rule 12b-1 under 
the Investment Company Act of 1940. Accordingly, the Fund will make 
payments to JH Funds for distribution and service expenses, at an annual 
rate not to exceed 0.25% of Class A average daily net assets and 1.00% 
of Class B average daily net assets to reimburse JH Funds for its 
distribution and service costs. Up to a maximum of 0.25% of such 
payments may be service fees as defined by the amended Rules of Fair 
Practice of the National Association of Securities Dealers. Under the 
amended Rules of Fair Practice, curtailment of a portion of the Fund's 
12b-1 payments could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Signature 
Services, Inc. ("Signature Services"), an indirect subsidiary of 
JHMLICo. The Fund pays transfer agent fees based on transaction the 
number of shareholder accounts and certain out-of-pocket expenses.

The Fund has an agreement with the Adviser to perform necessary tax and 
financial management services for the Funds. The compensation for 1996 
is to be paid at an annual rate of 0.01875% of the average net assets of 
the Fund. 

Mr. Edward J. Boudreau, Jr., Ms. Anne C. Hodsdon and Mr. Richard S. 
Scipione are trustees and/or officers of the Adviser and/or its 
affiliates, as well as a Trustees of the Fund. The compensation of 
unaffiliated Trustees is borne by the Fund. Effective with the fees paid 
for 1995, the unaffiliated Trustees may elect to defer for tax purposes 
their receipt of this compensation under the John Hancock Group of Funds 
Deferred Compensation Plan. The Fund makes investments into other John 
Hancock funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investments to cover the deferred 
compensation liability had unrealized appreciation of $1,051.

The Fund had an independent advisory board established under an 
agreement which expired in December, 1996, composed of certain retired 
Directors who provided advice to the current Board of Directors. The 
Fund paid the advisory board and its counsel a fee under this agreement.

NOTE C--
INVESTMENT TRANSACTIONS  

Purchases and proceeds from sales of securities, other than obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended December 31, 1996, aggregated $75,299,964 and 
$76,924,784, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended December 31, 1996.

The cost of investments owned at December 31, 1996 (excluding the 
corporate savings account) for federal income tax purposes was 
$228,510,592. Gross unrealized appreciation and depreciation of 
investments aggregated $83,733,735 and $3,035,439, respectively, 
resulting in net unrealized appreciation of $80,698,296.


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of 
John Hancock Investment Trust --
John Hancock Growth and Income Fund

We have audited the accompanying statement of assets and liabilities of 
the John Hancock Growth and Income Fund (the "Fund"), one of the 
portfolios constituting John Hancock Investment Trust, including the 
schedule of investments, as of December 31, 1996, and the related 
statement of operations for the period from September 1, 1996 to 
December 31, 1996 and for the year ended August 31, 1996, and the 
statement of changes in net assets and the financial highlights for each 
of the periods indicated therein. These financial statements and 
financial highlights are the responsibility of the Fund's management. 
Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements and financial highlights. Our 
procedures included confirmation of securities owned as of December 31, 
1996, by correspondence with the custodian and brokers, and other 
appropriate auditing procedures when replies from brokers were not 
received. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of the John Hancock Growth and Income Fund portfolio 
of John Hancock Investment Trust at December 31, 1996, the results of 
its operations for the period from September 1, 1996 to December 31, 
1996 and for the year ended August 31, 1996, and the changes in its net 
assets and the financial highlights for each of the indicated periods, 
in conformity with generally accepted accounting principles.

                                                /S/ Ernst & Young LLP

Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax purposes, the following information is furnished 
with respect to the distributions of the Fund during its fiscal year 
ended August 31, 1996.

The Fund distributed to shareholders of record December 22, 1996 and 
paid on December 28, 1996 a long-term capital gain dividend of 
$23,296,993. Shareholders will receive a 1996 U.S. Treasury Department 
Form 1099-DIV in January 1997 representing their proportionate share. 

For the fiscal year ending December 31, 1996, 84% of the ordinary income 
distributions qualify for the dividends received deduction.


A 1/2" x 1/2" John Hancock Funds logo in upper left hand corner of the 
page. A box sectioned in quadrants with a triangle in upper left, a 
circle in upper right, a cube in lower left and a diamond in lower 
right. A tag line below reads "A Global Investment Management Firm."

101 Huntington Avenue, Boston, MA 02199-7603


Bulk Rate
U.S. Postage
PAID
Randolph, MA
Permit No. 75


This report is for the information of shareholders of the John Hancock 
Growth and Income Fund. It may be used as sales literature when preceded 
or accompanied by the current prospectus, which details charges, 
investment objectives and operating policies.

A recycled logo in lower left hand corner with the caption "Printed on 
Recycled Paper."              5000A   12/96
                                       2/97


                         John Hancock Funds
                            Sovereign
                             Balanced
                               Fund

                           Annual Report

                         December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
James F. Carlin*
William H. Cunningham*
Charles F. Fretz*
Harold R. Hiser, Jr.*
Anne C. Hodsdon
Charles L. Ladner*
Leo E. Linbeck, Jr.*
Patricia P. McCarter*
Steven R. Pruchansky*
Richard S. Scipione
Lt. Gen. Norman H. Smith, USMC (Ret.)*
John P. Toolan*
*Members of the Audit Committee

OFFICERS

Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
Anne C. Hodsdon
President
James B. Little
Senior Vice President and
Chief Financial Officer
Susan S. Newton
Vice President and Secretary
James J. Stokowski
Vice President and Treasurer
Thomas H. Connors
Second Vice President and Compliance Officer

CUSTODIAN

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

TRANSFER AGENT

John Hancock Investor Services, Inc.
1 John Hancock Way Ste 1000
Boston, Massachusetts 02217-1000

INVESTMENT ADVISER

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR

John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT ACCOUNTANTS

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072


1 1/4" x 1" photo of Edward J. Boudreau Jr., Chairman and Chief 
Executive Officer, flush right, next to second paragraph.

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

Most analysts agree that the Social Security system will run out of 
money by the year 2030 unless Congress makes some changes. Although it 
seems a long way off, the issue is serious enough that at least one 
group has already studied the problem, and experts and politicians alike 
have weighed in with a slew of prescriptions. Legislative action could 
be in the offing in 1997.

The problem stems from demographic and societal changes. The number
of retirees collecting Social Security is growing rapidly, while the 
number of workers supporting the system is shrinking. Consider this: in 
1950, there were 16 workers paying into the Social Security system for 
each retiree collecting benefits. Today, there are three workers for 
each retiree and by 2019 there will be two. Starting then, the Social 
Security Administration estimates that the amount paid out in Social 
Security benefits will start to be greater than the amount collected in 
Social Security taxes. Compounding the issue is the fact that people are 
retiring earlier and living longer.

The state of the system has already left many people, especially younger 
and middle-aged workers, feeling insecure about Social Security. A 
recent survey by the Employee Benefits Research Institute (EBRI) found 
that 79% of current workers polled had little confidence in the ability 
of Social Security to maintain the same level of benefits as those 
received by today's retirees. Instead, they said they expect
to use their own savings or employer-sponsored pensions for their 
retirement. Yet, remarkably, another EBRI survey revealed that only 
slightly more than half of America's current workers are saving money 
for retirement. Fewer than half own IRAs or participate in employer-
sponsored pension or savings plans.

No matter how Social Security's problems get solved, one thing is clear. 
Americans need to rely on themselves for accumulating the bulk of their 
retirement savings. There's no law that says you should have to reduce 
your standard of living once you stop working. So we encourage you to 
save all that you can now, so you can live the way you'd like to later.

Sincerely,

/S/EDWARD J. BOUDREAU, JR.

EDWARD J. BOUDREAU, JR., CHAIRMAN AND CHIEF EXECUTIVE OFFICER


By John Snyder and Barry Evans, CFA, Co-Portfolio Managers

John Hancock
Sovereign Balanced Fund

Stocks post strong gains, while bonds turn in 
more modest returns; 1997 calls for cautious optimism

Once again, stock investors had much to cheer about in 1996. The Dow 
Jones Industrial Average soared 28.91%, with reinvested dividends, while 
the Standard & Poor's 500-Stock Index climbed 22.95%. Added to 1995's 
gains of more than 30%, stock investors have enjoyed impressive two-year 
gains of more than 50%. While those returns are certainly cause for 
celebration, the mood wasn't always festive. Sentiment swung sharply as 
investors tried to figure out where the economy was headed. Stock prices 
dropped as weaker economic reports sparked fears of a slowing economy -- 
and then rallied as stronger-than-expected news reassured investors that 
the economy was on track. 

Bonds, on the other hand, didn't have as much to celebrate. After 
stellar double-digit returns in 1995, bonds turned in only mediocre 
performance in 1996. Early in the year, investors expected the Federal 
Reserve to revive the slow-growth economy with a series of interest-rate 
cuts. But soon after the Fed's quarter-point reduction on January 31, it 
became apparent that the economy was stronger than expected. As 
inflation fears heated up, bond prices fell throughout the first half of 
the year. In the late summer, however, economic reports showed that 
growth was moderating and bonds rebounded.

"...stock 
investors 
have enjoyed 
impressive 
two-year 
gains..."


A 2 1/4" x 3 3/4" photo of John F. Snyder III centered at bottom of 
page. Caption reads: Sovereign Balanced Fund management team members: 
(l-r) Anne McDermott, John Snyder, Barry Evans, Jere Estes."

In this environment, John Hancock Sovereign Balanced Fund delivered 
solid results, although it slightly lagged its peers. For the year ended 
December 31, 1996, the Fund's Class A and Class B shares posted total 
returns of 12.13% and 11.46%, respectively, at net asset value. By 
comparison, the average balanced fund had a total return of 13.76%, 
according to Lipper Analytical Services.1 Please see pages six and seven 
for longer-term performance information.


Pie chart entitled "Portfolio Diversification" at top left hand column. 
The chart is divided into three sections: Going from top left to right; 
Stocks 60%; Bonds 32%; Short-Term Investments & Others 8%. A footnote 
below reads: "As a percentage of net assets on December 31, 1996."

"Throughout 
the year, we 
continued 
to reduce 
our bond 
exposure..."

Stocks: Tracking performance

John Hancock Sovereign Balanced Fund turned in an especially strong 
performance in the first three quarters of the year, thanks to the 
market's "flight to quality." During periods of uncertainty, as we 
experienced this year, investors tend to flock to large, high-quality 
stocks with reliable earnings -- the type of stocks that the Fund 
invests in. General Electric is a perfect example. Investors have been 
attracted to the company's consistently improving revenues and profits. 
The stock was up nearly 38% for the year. Procter & Gamble was another 
winner. By gaining market share both domestically and globally, this 
consumer products powerhouse has been able maintain its solid earnings 
growth.

Table entitled "Scorecard" at bottom of left hand column. The header for 
the left column is "Investment"; the header for the right column is 
"Recent performance ... and what's behind the numbers. The first listing 
is General Electric followed by an up arrow and the phrase "Improving 
sales/earnings". The second listing is Procter & Gamble followed by an 
up arrow and the phrase "Market share gains." The third listing is Sysco 
followed by a down arrow and the phrase "Margin squeeze impact 
earnings." A footnote below reads: "See "Schedule of Investments." 
Investment holdings are subject to change."

Conditions in the fourth quarter, however, took some shine off the 
Fund's strong overall performance. Technology stocks -- which make up 
14% of the S&P 500 -- led the market during the last quarter of the 
year. While many of our competitors have sizable holdings in the sector, 
we own virtually no technology stocks. Technology stocks just don't meet 
our fundamental investment criterion of having increased dividends 
consistently. Given that, we didn't participate fully in the stock 
market's year-end rally.

Trimming large stock holdings, 
diversifying the portfolio

In the past several months, we have pared back some of the Fund's 
largest stock holdings, such as PepsiCo and NationsBank, in favor of new 
investments. Not only did we want to take profits, but we also wanted to 
diversify the portfolio. In selecting new stocks, we've targeted 
companies that are -- and can remain -- leaders in their industry. With 
pricing power diminishing, companies must find other ways to grow 
earnings such as increasing market share, restructuring businesses or 
going global. 

Bonds: Reducing exposure, adjusting duration

Throughout the year, we continued to reduce our bond exposure to 
increase our investment in stocks. We believed that stocks offered much 
more upside potential, and that was certainly the case this year. By the 
end of 1996, our stake in bonds had fallen to 32% from 38% at the start 
of the year.

As market conditions changed throughout the year, so did our investment 
strategy. To protect against rising rates in the first half of the year, 
we shortened the Fund's duration to 4.2 years from 4.8 years. Duration 
is a measure of how sensitive a bond's price, and therefore the Fund's 
share price, is to interest-rate changes. The shorter the duration, the 
less the bond's price falls when interest rates rise (and rises when 
rates fall.) 

Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended December 31, 
1996." The chart is scaled in increments of 5% from bottom to top, with 
15% at the top and 0% at the bottom. Within the chart, there are three 
solid bars. The first represents the 12.13% total return for John 
Hancock Sovereign Balanced Fund: Class A. The second represents the 
11.46% total return for John Hancock Sovereign Balanced Fund: Class B. 
The third represents the 13.76% return for the average balanced fund. 
The footnote below states: "Total returns for John Hancock Sovereign 
Balanced Fund are at net asset value with all distributions reinvested. 
The average balanced fund is tracked by Lipper Analytical Services. See 
following two pages for historical performance information."

With evidence of slower growth in the second half, we then extended our 
duration out to five years by buying longer-term Treasuries. With a 
longer duration, the Fund was well-positioned to take advantage of the 
bond market's fall rally. In early December, however, increasing market 
jitters signaled to us that the bond market's rally would not last 
through year-end. Given that, we shortened to a more neutral duration of 
4.8 years, which paid off as bonds retreated in late December.

Outlook

Looking to 1997, we do not believe that inflation presents a real 
threat. Many of the factors that drove consumer spending in 1996 -- such 
as refinancing activity and tax refunds -- are no longer in place. 
Consumers are strapped with mounds of debt. Therefore, spending is 
likely to remain at modest levels as evidenced by the slow Christmas 
season. Since consumer spending accounts for nearly two-thirds of the 
gross domestic product (GDP), lackluster spending is likely to keep a 
lid on economic growth and inflation.

On the bond side, we're cautiously optimistic. With the dividend yield 
on the S&P 500 dipping below 2%, bonds offer more attractive yields than 
stocks. In addition, yields in many overseas bond markets have fallen to 
extremely low levels. As a result, foreign investors, particularly 
governments, are likely to continue purchasing large amounts of 
Treasuries. In the near term, however, inflation worries could keep the 
bond market jittery. So for now, we'll maintain our current bond 
position.

On the stock side, slower growth is likely to result in more earnings 
disappointments in 1997. Large-cap companies that can grow earnings in 
the double digits will be the exception, not the rule. As corporate 
earnings begin to decline, high-quality growth stocks with steady 
earnings will become even more attractive to investors. 

"...we do 
not believe 
that inflation 
presents a 
real threat."

- ----------------------------------------------------------------------
This commentary reflects the views of the portfolio managers through the 
end of the Fund's period discussed in this report. Of course, the 
managers' views are subject to change as market and other conditions 
warrant.

1Figures from Lipper Analytical Services include reinvested dividends 
and do not take into account sales charges. Actual load-adjusted 
performance is lower. 


A LOOK AT PERFORMANCE

The tables on the right show the cumulative total returns and the 
average annual total returns for the John Hancock Sovereign Balanced 
Fund. Total return is a performance measure that equals the sum of all 
income and capital gain distributions, assuming reinvestment of these 
distributions and the change in the price of the Fund's net asset value 
per share. Performance figures include the maximum applicable sales 
charge of 5% for Class A shares. The effect of the maximum contingent 
deferred sales charge for Class B shares (maximum 5% and declining to 0% 
over six years) is included in Class B performance. Remember that all 
figures represent past performance and are no guarantee of how the Fund 
will perform in the future. Also, keep in mind that the total return and 
share price of the Fund's investments will fluctuate. As a result, your 
Fund's shares may be worth more or less than their original cost, 
depending on when you sell them.

CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996

                                ONE        LIFE OF
                                YEAR        FUND
                               ------     --------
John Hancock Sovereign 
Balanced Fund: Class A          6.51%     45.55%(1)
John Hancock Sovereign 
Balanced Fund: Class B          6.46%     46.94%(1)

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996

                                 ONE       LIFE OF
                                YEAR        FUND
                               ------     --------
John Hancock Sovereign 
Balanced Fund: Class A          6.51%     9.26%(1)
John Hancock Sovereign 
Balanced Fund: Class B          6.46%     9.50%(1)

YIELDS

As of December 31, 1996

                                       SEC 30-DAY
                                         YIELD
                                        -------
John Hancock Sovereign 
Balanced Fund: Class A                    2.56%
John Hancock Sovereign 
Balanced Fund: Class B                    1.97%
Notes to Performance


Notes to Performance

(1) Class A and B shares started on October 5, 1992.


WHAT HAPPENED TO A $10,000 INVESTMENT...

The charts on the right show how much a $10,000 investment in the John 
Hancock Sovereign Balanced Fund would be worth on December 31, 1996. 
They assume that you either had invested on the day each class of shares 
started, or that you have been invested for the most recent 10 years. In 
either case, they also assume that you have reinvested all 
distributions. For comparison, we've shown the same $10,000 investment 
in the Standard & Poor's 500-Stock Index -- an unmanaged index that 
includes 500 widely traded common stocks and is used often as a measure 
of stock market performance.

Sovereign Balanced Fund
Class A shares

Line chart with the heading Sovereign Balanced Fund: Class A, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index and is 
equal to $19,801 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Sovereign 
Balanced Fund on October 5, 1992, before sales charge, and is equal to 
$15,326 as of December 31, 1996. The third line represents the value of 
the hypothetical $10,000 investment made in the Sovereign Balanced Fund 
on October 5, 1992, after sales charge, and is equal to $14,555 as of 
December 31, 1996.  

Sovereign Balanced Fund
Class B shares

Line chart with the heading Sovereign Balanced Fund Class B, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index and is 
equal to $19,801 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Sovereign 
Balanced Fund, before sales charge, on October 5, 1992, and is equal to 
$14,894 as of  December 31, 1996.  The third line represents the value 
of the hypothetical $10,000 investment made in the Sovereign Balanced 
Fund on October 5, 1992, after sales charge, and is equal to $14,694 as 
of December 31, 1996.


<TABLE>
<CAPTION>

FINANCIAL STATEMENTS

John Hancock Funds - Sovereign Balanced Fund

The Statement of Assets and Liabilities is the Fund's balance sheet and 
shows the value of what the Fund owns, is due and owes on December 31, 1996. 
You'll also find the net asset value and the maximum offering price per 
share as of that date.

Statement of Assets and Liabilities
December 31, 1996
- ------------------------------------------------------------------------
<S>                                                       <C>
Assets:
Investments at value - Note C:
Common and preferred stocks 
(cost - $73,049,119)                                       $  97,676,675 
Corporate bonds (cost - $30,428,867)                          30,126,051 
United States government and 
agencies obligations (cost - $22,311,123)                     22,281,327 
Joint repurchase agreement (cost - $11,719,000)               11,719,000 
Corporate savings account                                            460 
                                                           -------------
                                                             161,803,513 
Receivable for shares sold                                        10,718 
Interest receivable                                            1,233,168 
Dividends receivable                                             174,055 
Foreign tax receivable                                             1,679 
Other assets                                                       9,418 
Deferred organization expenses - Note A                           18,208 
                                                           -------------
Total Assets                                                 163,250,759 
- ------------------------------------------------------------------------
Liabilities:
Payable for investments purchased                                918,707 
Payable for shares repurchased                                    36,995 
Dividend payable                                                   1,034 
Payable to John Hancock Advisers, Inc. and
and affiliates - Note B                                          138,417 
Accounts payable and accrued expenses                             57,893 
                                                           -------------
Total Liabilities                                              1,153,046 
- ------------------------------------------------------------------------
Net Assets:
Capital paid-in                                            $ 135,173,496 
Accumulated net realized gain on investments                   2,636,267 
Net unrealized appreciation of investments                    24,295,779 
Distributions in excess of net investment income                  (7,829) 
                                                           -------------
Net Assets                                                 $ 162,097,713 
========================================================================
Net Asset Value Per Share:
(Based on net asset values and shares of beneficial
interest outstanding - 30,000,000 shares authorized
per class with $0.01 par value per share)
Class A - $71,242,415 / 5,805,051                           $      12.27 
========================================================================
Class B - $90,855,298 / 7,404,823                           $      12.27 
========================================================================
Maximum Offering Price *
Class - A ($12.27 x 105.26%)                                $      12.92 
========================================================================

* On a single retail sale of less than $50,000. On sales of $50,000 or 
  more and on group sales the offering price is reduced.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

The Statement of Operations summarizes the Fund's investment income 
earned and expenses incurred in operating the Fund. It also shows 
net gains (losses) for the period stated.

Statement of Operations
Year ended December 31, 1996 
- ------------------------------------------------------------------------
<S>                                                         <C>
Investment Income:
Interest                                                     $ 5,005,723 
Dividends (net of foreign withholding 
taxes of $5,037)                                               2,371,420 
                                                             -----------
                                                               7,377,143 
                                                             -----------
Expenses:
Investment management fee - Note B                               956,674 
Distribution/service fee - Note B
  Class A                                                        211,127 
  Class B                                                        890,698 
Transfer agent fee - Note B                                      372,293 
Registration and filing fees                                      53,871 
Custodian fee                                                     44,742 
Printing                                                          33,250 
Auditing fee                                                      31,000 
Financial services fee - Note B                                   29,896 
Organization expense - Note A                                     23,962 
Miscellaneous                                                     15,198 
Trustees' fees                                                    14,749 
Legal fees                                                         9,453 
                                                             -----------
Total Expenses                                                 2,686,913 
- ------------------------------------------------------------------------
Net Investment Income                                          4,690,230 
- ------------------------------------------------------------------------
Realized and Unrealized Gain on Investments:
Net realized gain on investments sold                          8,918,977 
Change in net unrealized appreciation/depreciation
of investments                                                 4,175,398 
                                                             -----------
Net Realized and Unrealized 
Gain on Investments                                           13,094,375 
- ------------------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations                                    $17,784,605 
========================================================================

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- -------------------------------------------------------------------------------------

                                                         YEAR ENDED DECEMBER 31,
                                                   ----------------------------------
                                                       1995                   1996
                                                   ------------          ------------
<S>                                               <C>                   <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                              $  5,360,939          $  4,690,230 
Net realized gain on investments sold                 1,018,778             8,918,977 
Change in net unrealized appreciation/
depreciation of investments                          25,174,426             4,175,398 
                                                   ------------          ------------
Net Increase in Net Assets Resulting 
from Operations                                      31,554,143            17,784,605 
                                                   ------------          ------------
Distributions to Shareholders:
Dividends from net investment income
Class A - ($0.4373 and $0.4113 
per share, respectively)                             (2,613,933)           (2,342,425)
Class B - ($0.3632 and $0.3257 
per share, respectively)                             (2,759,067)           (2,357,069)
Dividends from net realized 
gain on investments sold
Class A - (none and $0.4733 
per share, respectively)                                     --            (2,627,891)
Class B - (none and $0.4733 
per share, respectively)                                     --            (3,369,351) 
                                                   ------------          ------------
Total Distributions to Shareholders                  (5,373,000)          (10,696,736) 
                                                   ------------          ------------
From Fund Share Transactions - Net*                  (9,671,500)           (2,627,744) 
                                                   ------------          ------------
Net Assets:
Beginning of period                                 141,127,945           157,637,588 
                                                   ------------          ------------
End of period (including undistributed 
net investment income of $ 1,435 and 
and distributions in excess of net 
investment income of $7,829, respectively)         $157,637,588          $162,097,713 
                                                   ============          ============

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- ---------------------------------------------------------------------------------------------------

* Analysis of Fund Share Transactions:

                                                            YEAR ENDED DECEMBER 31, 
                                       ------------------------------------------------------------
                                                    1995                            1996
                                       ----------------------------    ----------------------------
                                           SHARES         AMOUNT          SHARES           AMOUNT
                                        ---------     ------------      ----------      -----------
<S>                                      <C>         <C>                 <C>          <C>
CLASS A
Shares sold                               731,880     $  8,003,387        816,219      $  9,909,760 
Shares issued to shareholders 
in reinvestment of distributions          225,314        2,478,514        391,011         4,778,423 
                                        ---------     ------------      ---------     -------------
                                          957,194       10,481,901      1,207,230        14,688,183 
Less shares repurchased                (1,309,813)     (14,133,563)    (1,345,458)      (16,427,737)
                                        ---------     ------------      ---------     -------------
Net decrease                             (352,619)   ($  3,651,662)      (138,228)    ($  1,739,554) 
                                        =========     ============      =========     =============
CLASS B
Shares sold                               752,142     $  8,157,490        839,251      $ 10,238,843 
Shares issued to shareholders 
in reinvestment of distributions          222,136        2,441,524        425,371         5,201,478 
                                        ---------     ------------      ---------     -------------
                                          974,278       10,599,014      1,264,622        15,440,321 
Less shares repurchased                (1,542,113)     (16,618,852)    (1,338,200)      (16,328,511) 
                                        ---------     ------------      ---------     -------------
Net decrease                             (567,835)   ($  6,019,838)    (   73,578)    ($    888,190) 
                                        =========     ============      =========     =============

The Statement of Changes in Net Assets shows how the value of the Fund's net assets has changed 
since the end of the previous period. The difference reflects earnings less expenses, any investment 
gains and losses, distributions paid to shareholders, and any increase or decrease in money shareholders 
invested in the Fund. The footnote illustrates the number of Fund shares sold, reinvested and redeemed 
during the last two periods, along with the corresponding dollar value.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights

Selected data for a share of beneficial interest outstanding throughout each period indicated, 
investment returns, key ratios and supplemental data are as follows:
- ------------------------------------------------------------------------------------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------
                                               1992(1)         1993          1994            1995           1996
                                              -------        -------        -------         -------        -------
<S>                                          <C>            <C>            <C>             <C>            <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period          $ 10.00        $ 10.19        $ 10.74         $  9.84        $ 11.75
                                              -------        -------        -------         -------        -------
Net Investment Income                            0.04(2)        0.46           0.50            0.44(2)        0.41(2)
Net Realized and Unrealized Gain 
(Loss) on Investments                            0.20           0.68          (0.88)           1.91           0.99
                                              -------        -------        -------         -------        -------
Total from Investment Operations                 0.24           1.14          (0.38)           2.35           1.40
                                              -------        -------        -------         -------        -------
Less Distributions:
Dividends from Net Investment Income            (0.05)         (0.45)         (0.50)          (0.44)         (0.41)  
Distributions from Net Realized Gain 
on Investments Sold                                --          (0.14)         (0.02)             --          (0.47) 
                                              -------        -------        -------         -------        -------
Total Distributions                             (0.05)         (0.59)         (0.52)          (0.44)         (0.88) 
                                              -------        -------        -------         -------        -------
Net Asset Value, End of Period                $ 10.19        $ 10.74        $  9.84         $ 11.75        $ 12.27
                                              =======        =======        =======         =======        =======
Total Investment Return 
at Net Asset Value (3)                           2.37%(4)      11.38%         (3.51%)         24.23%         12.13%
Total Adjusted Investment Return 
at Net Asset Value (3,5)                         2.34%(4)         --             --              --             --

Ratios and Supplemental Data
Net Assets, End of Period (000's omitted)     $ 5,796        $62,218        $61,952         $69,811        $71,242
Ratio of Expenses to Average Net Assets          2.79%(6)       1.45%          1.23%           1.27%          1.29%
Ratio of Adjusted Expenses 
to Average Net Assets (7)                        2.94%(6)         --             --              --             --
Ratio of Net Investment Income 
to Average Net Assets                            3.93%(6)       4.44%          4.89%           3.99%          3.33%
Ratio of Adjusted Net Investment 
Income to Average Net Assets (7)                 3.78%(6)         --             --              --             --
Portfolio Turnover Rate                             0%            85%            78%             45%            80%
Fee Reduction Per Share                       $0.0016            N/A            N/A             N/A            N/A
Average Brokerage Commission Rate (8)             N/A            N/A            N/A             N/A        $0.0700

The Financial Highlights summarizes the impact of the following factors on a single share for each period indicated: 
net investment income, gains (losses), dividends and total investment return of the Fund. It shows how the Fund's 
net asset value for a share has changed since the end of the previous period. Additionally, important relationships 
between some items presented in the financial statements are expressed in ratio form.

                                                                    YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------
                                               1992(1)         1993          1994            1995           1996
                                              -------        -------        -------         -------        -------
<S>                                          <C>            <C>            <C>             <C>            <C>
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period          $ 10.00        $ 10.20        $ 10.75         $  9.84        $ 11.74
                                              -------        -------        -------         -------        -------
Net Investment Income                            0.03(2)        0.37           0.43            0.36(2)        0.32(2)
Net Realized and Unrealized Gain 
(Loss) on Investments                            0.20           0.70          (0.89)           1.90           1.01
                                              -------        -------        -------         -------        -------
Total from Investment Operations                 0.23           1.07       (   0.46)           2.26           1.33
                                              -------        -------        -------         -------        -------
Less Distributions:
Dividends from Net Investment Income            (0.03)         (0.38)         (0.43)          (0.36)         (0.33)   
Distributions from Net Realized Gain 
on Investments Sold                                --          (0.14)         (0.02)             --          (0.47) 
                                              -------        -------        -------         -------        -------
Total Distributions                             (0.03)         (0.52)         (0.45)          (0.36)         (0.80) 
                                              -------        -------        -------         -------        -------
Net Asset Value, End of Period                $ 10.20        $ 10.75        $  9.84         $ 11.74        $ 12.27 
                                              =======        =======        =======         =======        =======
Total Investment Return 
at Net Asset Value (3)                           2.29%(4)      10.63%       (  4.22%)         23.30%         11.46%
Total Adjusted Investment Return 
at Net Asset Value (3,5)                         2.26%(4)         --             --              --             --

Ratios and Supplemental Data
Net Assets, End of Period (000's omitted)     $14,311        $78,775        $79,176         $87,827        $90,855
Ratio of Expenses to Average Net Assets          3.51%(6)       2.10%          1.87%           1.96%          1.99%
Ratio of Adjusted Expenses 
to Average Net Assets(7)                         3.66%(6)         --             --              --             --
Ratio of Net Investment Income 
to Average Net Assets                            3.21%(6)       4.01%          4.25%           3.31%          2.63%
Ratio of Adjusted Net Investment Income 
to Average Net Assets(7)                         3.06%(6)         --             --              --             --
Portfolio Turnover Rate                             0%            85%            78%             45%            80%
Fee Reduction Per Share                       $0.0012            N/A            N/A             N/A            N/A
Average Brokerage Commission Rate(8)              N/A            N/A            N/A             N/A        $0.0700

(1) Class A and Class B shares commenced operations on October 5, 1992. This period is covered by the report of 
    other independent auditors (not included herein).

(2) Based on the average of the shares outstanding at the end of each month.

(3) Assumes dividend reinvestment and does not reflect the effect of sales charges.

(4) Not annualized.

(5) An estimated total return calculated that does not take into consideration fee reductions by adviser 
    during the periods shown.

(6) Annualized.

(7) Unreimbursed, without fee reduction.

(8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>


Schedule of Investments
December 31, 1996

Per share earnings and dividends and their compound growth rates are shown for the most 
recently reported ten year periods on common stocks, as well as price/earnings ratios, 
but are unaudited.
- ---------------------------------------------------------------------------------------

The Schedule of Investments is a complete list of all securities owned by the Sovereign 
Balanced Fund on December 31, 1996. It's divided into five main categories: common 
stocks, preferred stocks, corporate bonds, U.S. government and agencies obligations 
and short-term investments. The common stocks are further broken down by industry 
group. Short-term investments, which represent the Fund's "cash" position, are 
listed last.

                                                                                                        COMPOUND
NUMBER                                                                                                    GROWTH       MARKET
OF SHARES                                                                                                   RATE        VALUE
- ---------                                                                                                -------       ------
<S>                         <C>      <C>                                                                  <C>     <C>
COMMON STOCKS (59.48%)
Advertising (1.46%)
                              50,000  Interpublic Group of Cos., Inc.
                                      (The) @ 47 1/2                                                               $2,375,000
                                                                                                                 ------------
                                      One of the largest advertising agencies
                                      in the world
                                      Earnings P/S      $ .75, .91, 1.05, 1.12, 1.23, 1.43, 1.49, 1.       11.30%
                                      Dividends P/S     $ .22, .26, .32, .37, .41, .45, .49, .55, .6       13.20%
                                      Price/Earnings Ratio                                      24.6
Banks (4.89%)
                              44,000  Banc One Corp. @ 43                                                           1,892,000
                                      Ohio-based bank holding company
                                      Earnings P/S      $ 1.19, 1.56, 1.66, 1.83, 1.65, 2.07, 2.44,        11.40%
                                      Dividends P/S     $ .45, .50, .57, .63, .70, .81, .98, 1.13, 1       13.10%
                                      Price/Earnings Ratio                                        14
                              70,000  First Tennessee National
                                      Corp. @ 37 1/2                                                                 2,625,000
                                      Tennessee-based bank holding company
                                      Earnings P/S      $ .78, 1.10, .65, .98, 1.26, 1.76, 1.52, 2.0       14.10%
                                      Dividends P/S     $ .40, .43, .49, .54, .57, .63, .75, .87, .9       11.90%
                                      Price/Earnings Ratio                                      14.8
                              20,000  NationsBank Corp. @ 97 3/4                                                    1,955,000
                                      Largest superregional bank in the Southeast
                                      Earnings P/S      $ 2.01, 2.87, 4.44, 2.61, .76, 2.60, 4.55, 6       16.10%
                                      Dividends P/S     $ .86, .94, 1.10, 1.42, 1.48, 1.51, 1.64, 1.       12.10%
                                      Price/Earnings Ratio                                      13.2
                              40,000  Southern National Corp. @ 36 1/4                                              1,450,000
                                      Multi-bank holding company
                                      Earnings P/S      $ .95, 1.13, 1.14, 1.12, 1.19, 1.61, 2.06, .       11.50%
                                      Dividends P/S     $ .34, .36, .39, .42, .46, .50, .64, .74, .8       12.70%
                                      Price/Earnings Ratio                                      13.9
                                                                                                                 ------------
                                                                                                                    7,922,000
                                                                                                                 ------------
Capital Goods (4.35%)
                              30,000  Dover Corp. @ 50 1/4                                                          1,507,500
                                      Manufactures a variety of specialized
                                      industrial products
                                      Earnings P/S      $ .83, 1.11, 1.14, 1.28, 1.12, 1.08, 1.32, 1       16.70%
                                      Dividends P/S     $ .26, .31, .35, .38, .41, .43, .45, .49, .5       10.50%
                                      Price/Earnings Ratio                                      14.8
                              70,000  Pall Corp. @ 25 1/2                                                           1,785,000
                                      Manufactures filtration and
                                      separation devices
                                      Earnings P/S      $ .50, .50, .50, .58, .68, .81, .69, .88, 1.       10.50%
                                      Dividends P/S     $ .11, .13, .16, .19, .22, .27, .32, .37, .4       18.10%
                                      Price/Earnings Ratio                                      20.8
                             116,500  Pentair, Inc. @ 32 1/4                                                       $3,757,125
                                      Manufactures enclosures for electrical
                                      equipment, electronic, woodworking and
                                      power tool equipment
                                      Earnings P/S      $ .65, 1.12, .95, .80, 1.01, 1.06, 1.19, 1.2       11.40%
                                      Dividends P/S     $ .21, .22, .27, .29, .31, .33, .34, .36, .4       10.10%
                                      Price/Earnings Ratio                                      17.1
                                                                                                                 ------------
                                                                                                                    7,049,625
                                                                                                                 ------------
Chemicals (3.08%)
                              20,000  Air Products And Chemicals @ 69 1/8                                           1,382,500
                                      Producer of industrial and speciality
                                      chemicals and gases
                                      Earnings P/S      $ .04, 1.95, 2.02, 2.08, 2.23, 2.45, 1.76, 2       14.00%
                                      Dividends P/S     $ .45, .55, .63, .69, .75, .83, .89, .95, 1.       10.10%
                                      Price/Earnings Ratio                                      18.6
                              25,000  E.I. du Pont de Nemours and
                                      Co. @ 94 3/8                                                                  2,359,375
                                      Nations largest chemical manufacturer
                                      Earnings P/S      $ 2.46, 3.03, 3.53, 3.40, 3.13, 1.32, .23, 3       10.60%
                                      Dividends P/S     $ 1.10, 1.23, 1.45, 1.62, 1.68, 1.74, 1.76,         8.20%
                                      Price/Earnings Rat                                        16.7
                              20,000  Sigma-Aldrich Corp. @ 62 7/16                                                 1,248,750
                                      Manufacturer of biochemical and organic
                                      products used for research and diagnostics
                                      Earnings P/S      $ .425, .575, .65, .72, .62, .93, 1.04, 1.11       14.50%
                                      Dividends P/S     $ .075, .085, .095, .10, .115, .13, .15, .17       13.10%
                                      Price/Earnings Ratio                                      20.6
                                                                                                                 ------------
                                                                                                                    4,990,625
                                                                                                                 ------------
Commercial Services (1.21%)
                              60,000  Sysco Corp. @ 32 5/8                                                          1,957,500
                                                                                                                 ------------
                                      Largest distributor of food service products.
                                      Earnings P/S      $ .45, .60, .73, .76, .86, .95, 1.10, 1.24,        14.90%
                                      Dividends P/S     $ .07, .08, .09, .10, .14, .22, .28, .36, .4       25.00%
                                      Price/Earnings Ratio                                      20.6
Computer and Office Equipment (2.75%)
                              60,000  Alco Standard Corp. @ 51 5/8                                                  3,097,500
                                      Distributor of office and paper products
                                      Earnings P/S      $ .84, 1.15, 1.96, .91, .98, 1.11, (.025), .        3.40%
                                      Dividends P/S     $ .26, .28, .31, .34, .36, .37, .39, .41, .4        6.30%
                                      Price/Earnings Ratio                                      36.1
                              25,000  Pitney Bowes, Inc. @ 54 1/2                                                   1,362,500
                                      Manufactures office automation equipment
                                      Earnings P/S      $ 1.27, 1.54, 1.19, 1.34, 1.77, 1.87, 1.89,        10.10%
                                      Dividends P/S     $ .38, .46, .52, .60, .68, .78, .90, 1.04, 1       15.40%
                                      Price/Earnings Ratio                                      18.4
                                                                                                                 ------------
                                                                                                                    4,460,000
                                                                                                                 ------------
Consumer Durables (1.12%)
                             100,000  Worthington Industries, Inc. @ 18 1/8                                         1,812,500
                                                                                                                 ------------
                                      Manufactures metals and plastic products
                                      Earnings P/S      $ .61, .70, .61, .64, .52, .68, .86, 1.10, 1        4.80%
                                      Dividends P/S     $ .17, .19, .23, .26, .28, .32, .34, .39, .4       20.80%
                                      Price/Earnings Ratio                                      20.7
Consumer Non-Durables (7.26%)
                              30,000  Archer-Daniel Midland Co. @ 22                                                  660,000
                                      Processes and merchandises
                                      agricultural products
                                      Earnings P/S      $ .62, .75, .85, .75, .78, .79, .80, 1.00, 1        5.20%
                                      Dividends P/S     $ .028, .029, .034, .048, .05, .053, .056, .       23.90%
                                      Price/Earnings Ratio                                      22.8
                              15,000  ConAgra, Inc. @ 49 3/4                                                          746,250
                                      Leader in frozen and processed foods and
                                      distributes agricultural supplies
                                      Earnings P/S      $ .85, 1.08, 1.25, 1.33, 1.45, 1.55, 1.62, 1        1.20%
                                      Dividends P/S     $ .27, .31, .36, .42, .48, .56, .65, .75, .8       15.50%
                                      Price/Earnings Ratio                                      52.2
                              35,000  CPC International, Inc. @ 77 1/2                                              2,712,500
                                      Major international food processor
                                      Earnings P/S      $ 2.17, 1.84, 2.11, 2.42, 2.56, 2.73, 2.90,         6.00%
                                      Dividends P/S     $ .65, .76, .88, 1.00, 1.10, 1.20, 1.28, 1.3       10.40%
                                      Price/Earnings Ratio                                      21.3
                              25,000  Kimberly-Clark Corp. @ 95 1/4                                                 2,381,250
                                      Leading producer of consumer and
                                      personal care products
                                      Earnings P/S      $ 1.87, 2.36, 2.63, 2.70, 3.01, 3.37, 1.95, NMF
                                      Dividends P/S     $ .70, .78, 1.26, 1.32, 1.48, 1.59, 1.67, 1.       11.30%
                                      Price/Earnings Rat                                        17.2
                              70,000  PepsiCo, Inc. @ 29 1/4                                                        2,047,500
                                      Second largest soft drink company
                                      Earnings P/S      $ .38, .49, .57, .68, .68, .82, .87, 1.07, 1        8.60%
                                      Dividends P/S     $ .11, .14, .16, .19, .23, .26, .31, .35, .3       16.90%
                                      Price/Earnings Ratio                                      36.1
                              30,000  Procter & Gamble Co.
                                       (The) @ 107 1/2                                                              3,225,000
                                      Leading producer of household
                                      consumer products
                                      Earnings P/S      $ .46, 1.48, 1.74, 2.25, 2.23, 2.43, 2.43, .       28.60%
                                      Dividends P/S     $ .68, .70, .83, .93, 1.00, 1.08, 1.17, 1.32       10.70%
                                      Price/Earnings Ratio                                      24.6
                                                                                                                 ------------
                                                                                                                   11,772,500
                                                                                                                 ------------
Diversified Operations (0.80%)
                              50,000  Federal Signal Corp. @ 25 7/8                                                 1,293,750
                                                                                                                 ------------
                                      Manufactures fire trucks and street sweepers,
                                      as well as public safety, signaling
                                      and communications equipment
                                      Earnings P/S      $ .32, .41, .50, .66, .65, .73, .74, .97, 1.     16.00%
                                      Dividends P/S     $ .15, .16, .19, .22, .27, .32, .36, .42, .5     16.20%
                                      Price/Earnings Ratio                                      20.7
Electrical Equipment (8.24%)
                              40,000  AMP, Inc. @ 38 3/8                                                            1,535,000
                                      World's largest manufacturer of electrical/
                                      electronic connectors
                                      Earnings P/S      $ 1.16, 1.48, 1.32, 1.35, 1.24, 1.26, 1.41,       6.30%
                                      Dividends P/S     $ .43, .50, .60, .68, .72, .76, .80, .84, .9      9.80%
                                      Price/Earnings Ratio                                      19.9
                              34,000  Emerson Electric Co. @ 96 3/4                                                 3,289,500
                                      Produces and sells electrical/electronic
                                      products and systems
                                      Earnings P/S      $ 2.00, 2.31, 2.63, 2.75, 2.83, 2.96, 3.15,       9.60%
                                      Dividends P/S     $ .98, 1.03, 1.16, 1.28, 1.34, 1.40, 1.47, 1      8.30%
                                      Price/Earnings Ratio                                      22.1
                              36,000  General Electric Co. @ 98 7/8                                                 3,559,500
                                      Dominant force in home appliances,
                                      electrical power and financial services
                                      Earnings P/S      $ 1.60, 1.88, 2.18, 2.43, 2.54, 2.54, 2.33,      11.50%
                                      Dividends P/S     $ .65, .70, .82, .94, 1.02, 1.12, 1.26, 1.44     12.30%
                                      Price/Earnings Ratio                                      23.4
                              50,000  Hubbell Inc. Class B @ 43 1/4                                                  2,162,500
                                      Manufacturer of electrical and
                                      electronic products
                                      Earnings P/S      $ .85, .97, 1.13, 1.26, 1.27, 1.39, 1.44, 1.     10.20%
                                      Dividends P/S     $ .375, .425, .535, .625, .70, .755, .775, .     11.80%
                                      Price/Earnings Ratio                                      20.8
                              35,000  W.W. Grainger, Inc. @ 80 1/4                                                  2,808,750
                                      Leading distributor of electrical equipment
                                      Earnings P/S      $ 1.48, 1.57, 1.96, 2.19, 2.36, 2.55, 2.76,      11.50%
                                      Dividends P/S     $ .39, .43, .50, .57, .61, .65, .71, .78, .8     10.80%
                                      Price/Earnings Ratio                                      20.4
                                                                                                                 ------------
                                                                                                                   13,355,250
                                                                                                                 ------------
Energy (3.75%)
                              15,000  Exxon Corp. @ 98                                                              1,470,000
                                      Major factor in the crude oil, natural gas
                                      and chemical industry
                                      Earnings P/S      $ 3.43, 4.01, 3.43, 3.10, 4.79, 3.59, 4.13,       5.10%
                                      Dividends P/S     $ 1.90, 2.15, 2.30, 2.47, 2.68, 2.83, 2.88,       5.70%
                                      Price/Earnings Ratio                                      18.5
                              70,000  Questar Corp. @ 36 3/4                                                        2,572,500
                                      Diversified holding company for Utah,
                                      Wyoming and Colorado natural
                                      gas transmission, distribution and storage
                                      Earnings P/S      $ .67, .64, 1.27, 1.46, 1.69, 1.59, 2.24, 1.     14.60%
                                      Dividends P/S     $ .91, .94, .95, .97, 1.01, 1.04, 1.09, 1.13      3.00%
                                      Price/Earnings Ratio                                      16.7
                              20,000  Shell Transport & Trading Co. PLC,
                                      American Depositary Receipts
                                      @ 102 3/8                                                                    2,047,500
                                      Explores, processes and delivers petroleum
                                      Earnings P/S*     $ 3.34, 2.99, 3.57, 3.48, 3.45, 3.18, 2.68,       3.60%
                                      Dividends P/S**   $ 16.0, 17.0, 18.4, 20.1, 20.9, 21.9, 24.0,       9.00%
                                      Price/Earnings Ratio                                      15.7
                                       * Earnings per share per ADR in $
                                      ** Dividends in pence per ordinary share
                                                                                                                 ------------
                                                                                                                    6,090,000
                                                                                                                 ------------
Finance (0.69%)
                              30,000  Federal National Mortgage
                                      Association @ 37 1/4                                                          1,117,500
                                                                                                                 ------------
                                      Issues and sells guaranteed
                                      mortgage-backed securities
                                      Earnings P/S      $ 1.55, 2.11, 3.10, 4.49, 1.30, 1.45, 1.76,       4.10%
                                      Dividends P/S     $ .03, .06, .11, .18, .26, .35, .46, .60, .6     43.20%
                                      Price/Earnings Ratio                                      16.8
Healthcare (6.45%)
                              50,000  Abbott Laboratories @ 50 3/4                                                  2,537,500
                                      Major pharmaceutical and healthcare firm
                                      Earnings P/S      $ .70, .84, .97, 1.11, 1.23, 1.42, 1.63, 1.8     14.40%
                                      Dividends P/S     $ .24, .29, .34, .40, .48, .58, .66, .74, .8     16.20%
                                      Price/Earnings Rat                                        22.1
                              72,000  Johnson & Johnson @ 49 3 /4                                                   3,582,000
                                      Major producer of prescription and
                                      non-prescription drugs, toiletries, and medical
                                      instruments and supplies
                                      Earnings P/S      $ .59, .71, .80, .86, 1.07, 1.20, 1.35, 1.53     15.30%
                                      Dividends P/S     $ .20, .24, .28, .33, .39, .45, .51, .57, .6     15.70%
                                      Price/Earnings Ratio                                      24.2
                              15,000  Medtronic, Inc. @ 68                                                          1,020,000
                                      Leading manufacturer of medical devices
                                      and instruments
                                      Earnings P/S      $ .79, .92, 1.01, .51, .63, .81, .92, 1.13,      11.40%
                                      Dividends P/S     $ .06, .07, .09, .10, .12, .14, .17, .21, .2     20.40%
                                      Price/Earnings Ratio                                      33.5
                              40,000  Pfizer, Inc. @ 82 7/8                                                         3,315,000
                                      Leading ethical pharmaceutical producer
                                      Earnings P/S      $ 1.02, 1.18, 1.01, 1.19, 1.30, 1.21, .99, 2     12.10%
                                      Dividends P/S     $ .45, .50, .55, .60, .66, .74, .84, .94, 1.     11.50%
                                      Price/Earnings Ratio                                        29
                                                                                                                 ------------
                                                                                                                   10,454,500
                                                                                                                 ------------
Information Processing (1.59%)
                              60,000  Automatic Data Processing,
                                      Inc. @ 42 7/8                                                                 2,572,500
                                                                                                                 ------------
                                      Largest independent computing services
                                      firm in the U.S.
                                      Earnings P/S      $ .54, .62, .72, .74, .83, .94, 1.07, 1.22,      12.90%
                                      Dividends P/S     $ .11, .13, .15, .17, .20, .23, .26, .29, .3     16.10%
                                      Price/Earnings Ratio                                      27.1
Information Services (1.37%)
                              30,000  Electronic Data Systems
                                      Corp. @ 43 1/4                                                                1,297,500
                                      Provides information technology services to
                                      companies worldwide
                                      Earnings P/S      $.66, .79, .91, 1.04, 1.10, 1.29, 1.46, 1.64      3.40%
                                      Dividends P/S     $ .13, .17, .24, .28, .32, .36, .40, .48, .5     18.50%
                                      Price/Earnings Ratio                                        53
                              20,000  McGraw-Hill Companies,
                                      Inc. @ 46 1/8                                                                   922,500
                                      Provides informational products and services
                                      for business and industry
                                      Earnings P/S      $ 1.64, 1.92, .91, 1.77, 1.58, 1.58, .12, 2.      4.50%
                                      Dividends P/S     $ .84, .92, 1.00, 1.08, 1.10, 1.12, 1.14, 1.      5.20%
                                      Price/Earnings Ratio                                      19.2
                                                                                                                 ------------
                                                                                                                    2,220,000
                                                                                                                 ------------
Insurance (3.13%)
                              35,000  AFLAC Corp. @ 42 3/4                                                          1,496,250
                                      Global Specialty insurer
                                      Earnings P/S      $ .62, .72, .53, .77, .92, 1.15, 1.44, 1.81,     16.10%
                                      Dividends P/S     $ .12, .13, .15, .18, .20, .23, .26, .30, .3     14.00%
                                      Price/Earnings Ratio                                      18.2
                              10,000  General Re Corp. @ 157 3/4                                                    1,577,500
                                      Broadly based reinsurance organization
                                      Earnings P/S      $ 5.04, 5.04, 6.52, 6.89, 7.12, 7.20, 7.88,       8.80%
                                      Dividends P/S     $ 1.00, 1.20, 1.36, 1.52, 1.68, 1.80,1.88, 1      8.20%
                                      Price/Earnings Ratio                                      14.3
                              34,700  Reliastar Financial Corp. @ 57 3/4                                            2,003,925
                                      Financial services company engaged in
                                      life/health insurance and consumer finance
                                      Earnings P/S      $ 1.86, 1.58, 2.07, 1.99, 1.71, 1.92, 2.44,      11.30%
                                      Dividends P/S     $ .47, .57, .59, .65, .69, .73, .79, .88, .9      9.80%
                                      Price/Earnings Ratio                                      11.5
                                                                                                                 ------------
                                                                                                                    5,077,675
                                                                                                                 ------------
Packaging (2.14%)
                              45,000  Bemis Co. @ 36 7/8                                                            1,659,375
                                      Producer of a broad range of flexible
                                      packaging and equipment and pressure
                                      sensitive materials
                                      Earnings P/S      $ .59, .74, .90, .99, .98, 1.14, .84, 1.33,      13.50%
                                      Dividends P/S     $ .18, .22, .30, .36, .42, .46, .50, .54, .6     16.70%
                                      Price/Earnings Ratio                                        20
                              70,000  Sonoco Products Co. @ 25 7/8                                                  1,811,250
                                      Leading manufacturer of containers,
                                      paper products and packaging
                                      Earnings P/S      $ .77, 1.10, 1.18, .52, 1.07, 1.13, .99, 1.2     10.00%
                                      Dividends P/S     $ .21, .30, .39, .43, .44, .48, .50, .53, .5     13.40%
                                      Price/Earnings Ratio                                      14.7
                                                                                                                 ------------
                                                                                                                    3,470,625
                                                                                                                 ------------
Retail (2.26%)
                              82,000  Pep Boys-Manny, Moe & Jack
                                      (The) @ 30 3/4                                                                2,521,500
                                      Retailer of automotive parts and accessories
                                      Earnings P/S      $ .62, .76, .63, .70, .64, .87, 1.01, 1.27,      10.90%
                                      Dividends P/S     $ .08, .09, .11, .12, .13, .14, .15, .17, .1     11.30%
                                      Price/Earnings Ratio                                      18.3
                              50,000  Wal-Mart Stores, Inc. @ 22 7/8                                                1,143,750
                                      Operates chain of discount department stores
                                      Earnings P/S      $ .28, .37, .48, .55, .64, .80, .97, 1.11, 1     18.30%
                                      Dividends P/S     $ .03, .04, .06, .07, .09, .11, .13, .17, .2     24.10%
                                      Price/Earnings Ratio                                      18.8
                                                                                                                 ------------
                                                                                                                    3,665,250
                                                                                                                 ------------
Telecommunications (1.45%)
                              32,000  Century Telephone Enterprises,
                                      Inc. @ 30 7/8                                                                   988,000
                                      Louisiana based telecommunications
                                      company
                                      Earnings P/S      $ .60, .58, .51, .67, .63, .72, 1.09, 1.39,      15.20%
                                      Dividends P/S     $ .253, .264, .272, .280, .287, .293, .310,       9.00%
                                      Price/Earnings Ratio                                      14.2
                              60,000  Frontier Corp. @ 22 5/8                                                       1,357,500
                                      Fifth largest long distance telephone company
                                      Earnings P/S      $ .93, 1.06, .99, .96, 1.14, 1.01, 1.15, 1.4      8.10%
                                      Dividends P/S     $ .66, .68, .71, .73, .75, .77, .79, .81, .8      2.90%
                                      Price/Earnings Ratio                                      12.1
                                                                                                                 ------------
                                                                                                                    2,345,500
                                                                                                                 ------------
Utilities (1.49%)
                              30,000  Central & South West Corp. @ 25 5/8                                             768,750
                                      Dallas-based utility holding company
                                      Earnings P/S      $ 1.96, 1.72, 1.63, 1.90, 1.92, 1.90, 2.07, NMF
                                      Dividends P/S     $ 1.14, 1.22, 1.30, 1.38, 1.46, 1.54, 1.62,       4.80%
                                      Price/Earnings Ratio                                      17.2
                              40,000  National Fuel Gas Co. @ 41 1/4                                                1,650,000
                                      Integrated gas holding company serving
                                      N.Y., PA and Ohio
                                      Earnings P/S      $ 1.49, 1.65, 1.93, 1.83, 1.68, 1.94, 2.21,       7.20%
                                      Dividends P/S     $ 1.19, 1.25, 1.32, 1.40, 1.45, 1.49, 1.53,       3.80%
                                      Price/Earnings Ratio                                      15.1
                                                                                                                    2,418,750
                                                                                                                 ------------
                            TOTAL COMMON STOCKS
                            (Cost $71,883,494)                                                                     96,421,050
                                                                                                                 ------------
PREFERRED STOCKS (0.77%)
                              25,000  Salomon Inc. 7.625%, Ser FSA, Conv.
                                      Pfd. @ 30 5/8                                                                   765,625
                              10,000  Wang Laboratories Inc. 6.50%, Ser B
                                      Conv. Pfd. @ 49                                                                 490,000
                                                                                                                 ------------
                            TOTAL PREFERRED STOCKS
                            (Cost $1,165,625)                                                                       1,255,625
                                                                                                                 ------------

<CAPTION>

PAR VALUE
   (000'S                                                                                                              MARKET
 OMITTED)                                                                                                               VALUE
- ---------                                                                                                              ------
<S>                          <C>     <C>                                                                          <C>
CORPORATE BONDS (18.59%)
                              1,000   Banc One Credit Card Corp.,
                                      Sr Sub Note 7.55%, 12-15-99
                                      @ 101.437                                                                     1,014,370
                              1,000   Bank of Scotland, Sub Note 8.85%,
                                      11-01-06 @ 112.442                                                            1,124,420
                              1,000   Barclays North American Capital,
                                      Deb. 9.75%, 05-15-21 @ 114.125                                                1,141,250
                              1,100   CTC Mansfield Funding Corp., Secured
                                      Lease Obligation Bonds 11.125%,
                                      09-30-16 @ 105.5                                                              1,160,500
                              1,000   Cablevision Systems Corp., Sr Sub
                                      Debs 10.75%, 04-01-04 @ 104                                                   1,040,000
                              1,500   Century Communications, Sen
                                      Note 9.75%, 02-15-02 @103                                                     1,545,000
                              1,300   GTE Corp., Deb 10.25%,
                                      11-01-20 @ 114.208                                                            1,484,704
                              1,500   Georgia-Pacific Corp., Deb 9.75%,
                                      01-15-18 @ 104.325                                                            1,564,875
                              1,500   Hydro-Quebec Corp. Deb Ser HS
                                      9.40%, 02-01-21 @ 120.592                                                     1,808,880
                              1,800   Landeskreditbank Baden-Wurttemberg,
                                      Sub Note 7.625%, 02-01-23
                                      @ 106.148                                                                     1,910,664
                              1,822   Long Island Lighting Co., Deb 8.9%,
                                      07-15-19 @ 102.025                                                            1,858,896
                                600   Mass Mutual Life, Sub Note 7.625%,
                                      11-15-23 @ 100.076(R)                                                           600,456
                              1,000   Midland American Capital Corp.,
                                      Gtd Note 12.75%, 11-15-03
                                      @ 110.977                                                                     1,109,770
                              2,398   Midland Cogeneration Venture
                                      Deb Ser C-91 10.33%, 07-23-02 @ 106.25                                        2,547,676
                                670   National Westminster Bancorp,
                                      Deb 12.125%, 11-15-02 @ 104.815                                                 702,261
                                750   New York Life 7.50%, 12-15-23
                                      @ 96.892(R)                                                                     726,690
                                400   RJR Nabisco Capital Corp., Sr Sub
                                      Deb 8.75%, 04-15-04 @ 100.926                                                   403,704
                                500   Scandinavian Airlines System,
                                      Deb 9.125%, 07-20-99 @ 106.125                                                  530,625
                              1,100   Security Pacific Corp., Sub Note 11.50%,
                                      11-15-00 @ 116.454                                                            1,280,994
                                750   Standard Credit Card Master Trust,
                                      Credit Card Participation Certificates,
                                      8.25%, 01-07-07 @ 108.593                                                       814,448
                              1,000   Standard Credit Card Master Trust,
                                      Credit Card Participation Certificates,
                                      7.25%, 04-07-08 @ 102.25                                                      1,022,500
                                650   Thrifty Payless, Inc., Sr. Sub Note,
                                      12.25%, 04-15-04 @ 117.75                                                       765,375
                              1,900   TKR Cable 1, Inc. Deb 10.50%,
                                      10-30-07 @ 105.107                                                            1,997,033
                              1,500   Viacom, Inc., Sub Deb. 7.75%,
                                      06-01-05 @ 98.467                                                             1,477,005
                                500   360 Communications Co.,
                                      Sr. Notes 7.125%, 03-01-03
                                      @ 98.791                                                                        493,955
                                                                                                                 ------------
                            TOTAL CORPORATE BONDS
                            (Cost $30,428,867)                                                                     30,126,051
                                                                                                                 ------------
UNITED STATES GOVERNMENT
AND AGENCIES OBLIGATIONS (13.75%)
                              2,906   Federal National Mort. Assn.
                                      7.00%, 07-01-11 @ 99.875                                                      2,902,857
                              2,038   Federal National Mort. Assn.
                                      7.50%, 08-01-08 @ 101.668                                                     2,071,803
                                  8   Federal National Mort. Assn.
                                      REMIC 9.80%, 05-25-19 @ 99.625                                                    8,249
                              1,790   Financing Corp., Bond 9.65%,
                                      11-02-18 @ 128.859                                                            2,306,576
                                153   Government National Mort. Assn.
                                      9.00%, 04-15-21 @ 106.593                                                       162,729
                              1,874   Government National Mort. Assn.
                                      7.00%, 06-15-23 @ 98.25                                                       1,840,896
                              3,750   United States Treasury, Bond 12%,
                                      08-15-13 @ 143.047                                                            5,364,263
                              5,250   United States Treasury, Bond 10.75%,
                                      08-15-05 @ 128.297                                                            6,735,593
                                768   United States Treasury, Bond 8.125%,
                                      08-15-19 @ 115.672                                                              888,361
                                                                                                                 ------------
                            TOTAL UNITED STATES GOVERNMENT
                            AND AGENCIES OBLIGATIONS
                            (Cost $22,311,123)                                                                     22,281,327
                                                                                                                 ------------

<CAPTION> 

PAR VALUE
   (000'S                                                                                              INTEREST        MARKET
  OMITTED)                                                                                                 RATE         VALUE
- ----------                                                                                             --------        ------
<S>                         <C>      <C>                                                               <C>        <C>
SHORT-TERM INVESTMENTS (7.23%)
11,719   Joint Repurchase Agreement
         Investment in a joint repurchase
         agreement transaction with
         Lehman Brothers, Inc. -
         Dated 12-31-96,
         Due 01-02-97
         (secured by U.S. Treasury
         Bonds, 7.25% thru 12.50%
         due 08-15-14 thru
         08-15-22), - Note A                                                                             6.70%    $11,719,000
                                                                                                                 ------------
         Corporate Savings Account (0.00%)
         Investors Bank & Trust Company
         Daily Interest Savings Account
         Current Rate 4.75%                                                                                               460
                                                                                                                 ------------
                            TOTAL SHORT-TERM INVESTMENTS                                                           11,719,460
                                                                                                                 ------------
                            TOTAL INVESTMENTS                                                          (99.82%)  $161,803,513
                                                                                                        ======   ============

(R) These securities are exempt from registration under Rule 144A of the securities Act of 1933. Such securities may be
    resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities 
    amounted to $1,327,146 as of December 31, 1996

The percentage shown for each investment category is the total value of that category as a percentage of the net assets 
of the Fund.

NMF No Meaningful Figure

See notes to financial statements.

</TABLE>


NOTE A --
ACCOUNTING POLICIES

John Hancock Investment Trust. (the "Trust") is an open-end management 
investment company, registered under the Investment Company Act of 1940. 
The Trust consists of three series portfolios: John Hancock Sovereign 
Balanced Fund (the "Fund") John Hancock Growth and Income Fund and John 
Hancock Sovereign Investors Fund. The other two series of the Trust are 
reported in separate financial statements. The investment objective of 
the Fund is to provide current income and preservation of capital.

The Trustees have authorized the issuance of multiple classes of shares 
of the Fund, designated as Class A and Class B shares. The shares of 
each class represent an interest in the same portfolio of investments of 
the Fund and have equal rights to voting, redemptions, dividends, and 
liquidation, except that certain expenses subject to the approval of the 
Trustees, may be applied differently to each class of shares in 
accordance with current regulations of the Securities and Exchange 
Commission and the Internal Revenue Service. Shareholders of a class 
which bears distribution and service expenses under terms of a 
distribution plan have exclusive voting rights regarding such 
distribution plan.

Significant accounting policies of the Fund are as follows:

VALUATION OF INVESTMENTS Securities in the Fund's portfolio are valued 
on the basis of market quotations, valuations provided by independent 
pricing services or, at fair value as determined in good faith in 
accordance with procedures approved by the Trustees. Short-term debt 
investments maturing within 60 days are valued at amortized cost which 
approximates market value.

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the 
Securities and Exchange Commission, the Fund, along with other 
registered investment companies having a management contract with John 
Hancock Advisers, Inc. (the "Adviser"), a wholly-owned subsidiary of The 
Berkeley Financial Group, may participate in a joint repurchase 
agreement. Aggregate cash balances are invested in one or more 
repurchase agreements, whose underlying securities are obligations of 
the U.S. government and/or its agencies. The Fund's custodian bank 
receives delivery of the underlying securities for the joint account on 
the Fund's behalf. The Adviser is responsible for ensuring that the 
agreement is fully collateralized at all times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the 
date of purchase, sale or maturity. Net realized gains and losses on 
sales of investments are determined on the identified cost basis.

FEDERAL INCOME TAXES The Fund's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all of its taxable 
income, including any net realized gain on investment, to its 
shareholders. Therefore, no federal income tax provision is required. 

DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment 
securities is recorded on the ex-dividend date. Interest income on 
investment securities is recorded on the accrual basis. 

The Fund records all distributions to shareholders from net investment 
income and realized gains on the ex-dividend date. Such distributions 
are determined in conformity with income tax regulations, which may 
differ from generally accepted accounting principals. Dividends paid by 
the Fund with respect to each class of shares will be calculated in the 
same manner, at the same time and will be in the same amount, except for 
the effect of expenses that may be applied differently to each class as 
explained previously.

EXPENSES  The majority of the expenses of the Trust are directly 
identifiable to an individual Fund. Expenses which are not readily 
identifiable to a specific Fund are allocated in such a manner as deemed 
equitable, taking into consideration, among other things, the nature and 
type of expense and the relative sizes of the Funds.

CLASS ALLOCATIONS Income, common expenses and realized and unrealized 
gains (losses) are calculated at the Fund level and allocated daily to 
each class of shares based on the appropriate net assets of the 
respective classes. Distribution/service fees if any, are calculated 
daily at the class level based on the appropriate net assets of each 
class and the specific expense rate(s) applicable to each class.

DISCOUNT ON SECURITIES The Fund accretes discount from par value on 
securities from either the date of issue or date of purchase over the 
life of the security, as required by the Internal Revenue Code.

ORGANIZATION EXPENSE Expenses incurred in connection with the 
organization of the Fund have been capitalized and are being charged to 
the Fund's operations ratably over a five-year period that began with 
the commencement of investment operations of the Fund.

USE OF ESTIMATES The preparation of these financial statements in 
accordance with generally accepted accounting principles incorporates 
estimates made by management in determining the reported amounts of 
assets, liabilities, revenues, and expenses of the Fund. Actual results 
could differ from these estimates. 

NOTE B --
MANAGEMENT FEE AND TRANSACTIONS 
WITH AFFILIATES AND OTHERS

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, on an annual basis, to the sum of 0.60% of the 
Fund's average daily net asset value. The Adviser has entered into a 
subadvisory agreement with Sovereign Asset Management Corporation 
("SAMCORP") an affiliate of the Adviser, to provide certain investment 
research and portfolio management services to the Fund, for which the 
Adviser pays SAMCORP 40% of its management fee.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly owned subsidiary of the Adviser. For the period ended 
December 31, 1996, net sales charges received with regard to sales of 
Class A shares amounted to $186,339. Out of this amount, $26,816 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $54,683 was paid as sales commissions to 
unrelated broker-dealers and $104,840 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker dealers. The Adviser's indirect 
parent, John Hancock Mutual Life Insurance Company ("JHMLICo"), is the 
indirect sole shareholder of Distributors and was the indirect sole 
shareholder until November 29, 1996, of John Hancock Freedom Securities 
Corporation and its subsidiaries, which include Tucker Anthony and 
Sutro.

Class B shares which are redeemed within six years of purchase will be 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.0% of the lesser of the current market value at the 
time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses related to providing 
distribution related services to the Fund in connection with the sale of 
Class B shares. For the period ended December 31, 1996, contingent 
deferred sales charges paid to JH Funds amounted to $188,965.

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted a Distribution 
Plan with respect to Class A and Class B pursuant to Rule 12b-1 under 
the Investment Company Act of 1940. Accordingly, the Fund will make 
payments to JH Funds for distribution and service expenses, at an annual 
rate not to exceed 0.30% of Class A average daily net assets and 1.00% 
of Class B average daily net assets to reimburse JH Funds for its 
distribution and service costs. Up to a maximum of 0.25% of such 
payments may be service fees as defined by the amended Rules of Fair 
Practice of the National Association of Securities Dealers. Under the 
amended Rules of Fair Practice, curtailment of a portion of the Fund's 
12b-1 payments could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Signature 
Services, Inc.("Signature Services"), an indirect subsidiary of 
JHMLICo. The Fund pays transfer agent fees based on the number of 
shareholder accounts and certain out-of-pocket expenses.

The Fund has an agreement with the Adviser to perform necessary tax and 
financial management services for the Funds. The compensation for 1996 
was paid at an annual rate of 0.01875% of the average net assets of each 
Fund.

Mr. Edward J. Boudreau, Jr., Ms. Anne C. Hodsdon and Mr. Richard S. 
Scipione are Trustees and/or officers of the Adviser and/or its 
affiliates, as well as Trustees of the Fund. The compensation of 
unaffiliated Trustees is borne by the Fund. Effective with the fees paid 
for 1995, the unaffiliated Trustees may elect to defer for tax purposes 
their receipt of this compensation under the John Hancock Group of Funds 
Deferred Compensation Plan. The Fund makes investments into other John 
Hancock funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investments to cover the deferred 
compensation liability had unrealized appreciation of $835.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other than obligations 
of the U.S. government and its agencies and short-term securities,
during the period ended December 31, 1996, aggregated $45,231,095 and 
$61,820,453, respectively. Purchases and proceeds from sales of 
obligations of the U.S. government and its agencies aggregated 
$73,511,775 and $74,090,013, respectively.

The cost of investments owned at December 31, 1996 (excluding the 
corporate savings account), for federal income tax purposes was 
$137,533,655. Gross unrealized appreciation and depreciation of 
investments aggregated $26,241,360 and $1,971,962, respectively, 
resulting in net unrealized appreciation of $24,269,398.


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of 
John Hancock Investment Trust --
John Hancock Sovereign Balanced Fund

We have audited the accompanying statement of assets and liabilities of 
the John Hancock Sovereign Balanced Fund (the "Fund"), one of the 
portfolios constituting John Hancock Investment Trust, including the 
schedule of investments, as of December 31, 1996, and the related 
statement of operations for the year then ended, the statement of 
changes in net assets for each of the two years in the period then 
ended, and the financial highlights for each of the four years in the 
period then ended. These financial statements and financial highlights 
are the responsibility of the Fund's management. Our responsibility is 
to express an opinion on these financial statements and financial 
highlights based on our audits. The financial highlights of John Hancock 
Sovereign Balanced Fund for the year ended December 31, 1992 were 
audited by other auditors whose report dated February 3, 1993 expressed 
an unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements and financial highlights. Our 
procedures included confirmation of securities owned as of December 31, 
1996, by correspondence with the custodian and brokers, and other 
auditing procedures when replies from brokers were not received. An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of the John Hancock Sovereign Balanced Fund portfolio 
of John Hancock Investment Trust at December 31, 1996, the results of 
its operations for the year then ended, the changes in its net assets 
for each of the two years in the period then ended, and the financial 
highlights for each of the four years in the period then ended, in 
conformity with generally accepted accounting principles.

                                       /S/ ERNST & YOUNG LLP

Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax purposes, the following information is furnished 
with respect to the taxable distributions of the Fund for its fiscal 
year ended December 31, 1996.

The Fund designated a distribution to shareholders of $5,983,035 as 
long-term capital gain dividends. Shareholders were mailed a 1996 U.S. 
Treasury Department Form 1099-DIV in January 1997 representing their 
proportionate share.

U.S. Government Obligations: Income from these investment may be exempt 
from certain state and local taxes. The percentage of assets invested in 
U.S. Treasury bonds, bills and notes was 7.96% at year end. The 
percentage of income derived from U.S. Treasury bonds, bills and notes 
was 14.01%. The percentage of assets invested in obligations of other 
U.S. government agencies (excluding securities issued by Federal 
National Mortgage Association and Government National Mortgage 
Association) was 1.41% at year end. The Fund did not derive any income 
from these investments. For specific information on exemption provisions 
in your state, consult your local state tax office or adviser.

With respect to the Fund's ordinary taxable income for the fiscal year 
ended December 31, 1996, 38% qualifies for the dividends received 
deduction available to corporations.


SHAREHOLDER MEETING (UNAUDITED)

On June 28, 1996, a special meeting of John Hancock Sovereign Balanced 
Fund was held.

The shareholders approved an Agreement and Plan of Reorganization for 
the Fund. The shareholder votes were 6,963,639 FOR, 110,596 AGAINST and 
671,018 ABSTAINING.

The shareholders elected the following Trustees with the votes as 
indicated:

NAME OF TRUSTEE                FOR        WITHHELD
- ---------------------       ---------     -------
Edward J. Boudreau, Jr.     8,426,916     298,303
Thomas W.L. Cameron         8,427,064     298,155
James F. Carlin             8,426,916     298,303
William H. Cunningham       8,426,916     298,303
Charles F. Fretz            8,426,916     298,303
Harold R. Hiser, Jr.        8,422,277     302,942
Anne C. Hodsdon             8,427,064     298,155
Charles L. Ladner           8,426,916     298,303
Leo E. Linbeck, Jr.         8,426,916     298,303
Patricia P. McCarter        8,427,064     298,155
Steven R. Pruchansky        8,425,033     300,185
Richard S. Scipione         8,426,232     298,987
Norman H. Smith             8,425,789     299,430
John P. Toolan              8,426,916     298,303

Historical Data (Unaudited)
The table below shows the record of the Fund since inception in 1992.
- ---------------------------------------------------------------------

CLASS A                                  PER SHARE
 YEAR                     ------------------------------------------
 ENDED         SHARES      DIVIDENDS     NET ASSET     CAPITAL GAINS
DEC. 31     OUTSTANDING   FROM INCOME     VALUE         DISTRIBUTION
- --------    -----------   -----------    ---------      ------------
1992(1)        568,842     $0.0473         $10.19               --
1993         5,792,163      0.4539          10.74          $0.1390
1994         6,295,898      0.4951           9.84           0.0231
1995         5,943,279      0.4373          11.75               --
1996         5,805,051      0.4113          12.27           0.4733


CLASS B                                  PER SHARE
YEAR                      ------------------------------------------
ENDED          SHARES      DIVIDENDS     NET ASSET     CAPITAL GAINS
DEC. 31     OUTSTANDING   FROM INCOME     VALUE         DISTRIBUTION
- --------    -----------   -----------    ---------      ------------
1992(1)      1,403,452     $0.0292         $10.20               --
1993         7,327,059      0.3816          10.75          $0.1390
1994         8,046,236      0.4296           9.84           0.0231
1995         7,478,401      0.3632          11.74               --
1996         7,404,823      0.3257          12.27           0.4733

(1) For the period October 5, 1992 (commencement of operations) to 
    December 31, 1992.


Dividend Increases (Unaudited)

Listed below are the most recent dividend increases for the common 
stocks held in the John Hancock Sovereign Balanced Fund as of December 31, 
1996.
- --------------------------------------------------------------------------
                                  PERCENT OF
COMPANY                       DIVIDEND INCREASE
- -------                       -----------------
Abbott Laboratories                      14.29%
AFLAC Corp.                               15.3%
Air Products and Chemicals                 5.8%
Alco Standard Corp.                        7.7%
AMP, Inc.                                  8.7%
Archer-Daniel Midland Co.                  5.0%
Automatic Data Processing, Inc.           15.0%
Banc One Corp.                            10.0%
Bemis Co.                                 12.5%
Central and SouthWest Corp.                1.2%
Century Telephone Enterprises, Inc.        9.1%
ConAgra, Inc.                             14.7%
CPC International, Inc.                    7.9%
Dover Corp.                               13.3%
E I DuPont De Nemours & Co.                9.6%
Electronic Data Systems Corp.             15.4%
Emerson Electric Co.                      10.2%
Exxon Corp.                                5.3%
Federal National Mortgage Association     11.8%
Federal Signal Corp.                      15.5%
First Tennessee National Corp.            13.2%
Frontier Corp.                             2.4%
General Electric Co.                      13.0%
General Re Corp.                           4.1%
Hubbell, Inc., Cl B                       10.6%
Interpublic Group of Cos., Inc. (The)      9.7%
Johnson & Johnson                         15.2%
Kimberly-Clark Corp.                       2.2%
McGraw-Hill Companies, Inc.               10.0%
Medtronic, Inc.                           46.2%
National Fuel Gas Co.                      3.7%
NationsBank Corp.                         13.8%
Pall Corp.                                16.7%
Pentair, Inc.                              8.0%
Pep Boys - Manny, Moe & Jack (The)        10.5%
PepsiCo, Inc.                             15.0%
Pfizer, Inc.                              15.4%
Pitney Bowes, Inc.                        15.0%
Procter & Gamble Co. (The)                12.5%
Questar Corp.                              3.4%
Reliastar Financial Corp.                 12.0%
Shell Transport & Trading Co., 
PLC (ADR)                                 20.8%
Sigma Aldrich Corp.                       13.6%
Sonoco Products Co.                       10.0%
Southern National Corp.                   17.4%
Sysco Corp.                               15.4%
W. W. Grainger, Inc.                       8.7%
Wal-Mart Stores, Inc.                      5.0%
Worthington Industries, Inc.               9.1%
                                   ------------
The average dividend increase 
for this group was                       11.45%
                                   ============


A 1/2" by 1/2" John Hancock Funds logo in upper left hand corner of the 
page. A box sectioned in quadrants with a triangle in upper left, a 
circle in upper right, a cube in lower left and a diamond in lower 
right. A tag line below reads: "A Global Investment Management Firm."

101 Huntington Avenue, Boston, MA 02199-7603

Bulk Rate
U.S. Postage
PAID
Randolph, MA
Permit No. 75

This report is for the information of shareholders of the John Hancock 
Sovereign Balanced Fund. It may be used as sales literature when 
preceded or accompanied by the current prospectus, which details 
charges, investment objectives and operating policies.

A recycled logo in lower left hand corner with the caption "Printed on 
Recycled Paper."              3600A           12/96
                                               2/97


                         John Hancock Funds
                             Sovereign
                             Investors
                               Fund

                           ANNUAL REPORT

                         December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
James F. Carlin*
William H. Cunningham*
Charles F. Fretz*
Harold R. Hiser, Jr.*
Anne C. Hodsdon
Charles L. Ladner*
Leo E. Linbeck, Jr.*
Patricia P. McCarter*
Steven R. Pruchansky*
Richard S. Scipione
Lt. Gen. Norman H. Smith, USMC (Ret.)*
John P. Toolan*
*Members of the Audit Committee

OFFICERS

Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
Anne C. Hodsdon
President
James B. Little
Senior Vice President and
Chief Financial Officer
Susan S. Newton
Vice President and Secretary
James J. Stokowski
Vice President and Treasurer
Thomas H. Connors
Second Vice President and Compliance Officer

CUSTODIAN

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

TRANSFER AGENT

John Hancock Signature Services, Inc.
1 John Hancock Way Ste 1000
Boston, Massachusetts 02217-1000

INVESTMENT ADVISER

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR

John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072


A 1 1/4" x 1" photo of Edward J. Boudreau Jr., Chairman and Chief 
Executive Officer, flush right, next to second paragraph.

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

Most analysts agree that the Social Security system will run out of 
money by the year 2030 unless Congress makes some changes. Although it 
seems a long way off, the issue is serious enough that at least one 
group has already studied the problem, and experts and politicians alike 
have weighed in with a slew of prescriptions. Legislative action could 
be in the offing in 1997.

The problem stems from demographic and societal changes. The number
of retirees collecting Social Security is growing rapidly, while the 
number of workers supporting the system is shrinking. Consider this: in 
1950, there were 16 workers paying into the Social Security system for 
each retiree collecting benefits. Today, there are three workers for 
each retiree and by 2019 there will be two. Starting then, the Social 
Security Administration estimates that the amount paid out in Social 
Security benefits will start to be greater than the amount collected in 
Social Security taxes. Compounding the issue is the fact that people are 
retiring earlier and living longer.

The state of the system has already left many people, especially younger 
and middle-aged workers, feeling insecure about Social Security. A 
recent survey by the Employee Benefits Research Institute (EBRI) found 
that 79% of current workers polled had little confidence in the ability 
of Social Security to maintain the same level of benefits as those 
received by today's retirees. Instead, they said they expect to use 
their own savings or employer-sponsored pensions for their retirement.
Yet, remarkably, another EBRI survey revealed that only slightly more 
than half of America's current workers are saving money for retirement. 
Fewer than half own IRAs or participate in employer-sponsored pension or 
savings plans.

No matter how Social Security's problems get solved, one thing is clear. 
Americans need to rely on themselves for accumulating the bulk of their 
retirement savings. There's no law that says you should have to reduce 
your standard of living once you stop working. So we encourage you to 
save all that you can now, so you can live the way you'd like to later.

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

EDWARD J. BOUDREAU, JR., CHAIRMAN AND CHIEF EXECUTIVE OFFICER


BY JOHN F. SNYDER III AND BARRY EVANS, CFA, CO-PORTFOLIO MANAGERS

John Hancock
Sovereign Investors Fund

Despite volatility, stocks continued to climb in 1996; 
more modest returns likely in 1997

Once again, stock investors had much to cheer about in 1996. The Dow 
Jones Industrial Average soared 28.91%, with reinvested dividends, while 
the Standard & Poor's 500-Stock Index climbed 22.95%. Added to 1995's 
gains of more than 30% for the major market indices, stock investors 
have enjoyed impressive two-year gains of more than 50%.

While those returns are certainly cause for celebration, the mood wasn't 
always so festive throughout the year. Sentiment swung sharply as 
investors tried to figure out where the economy was headed. The result 
was a volatile stock market that often fell victim to the latest 
economic news. Throughout the year, stock prices dropped as weaker 
economic reports sparked fears of a slowing economy -- and then rallied 
back as stronger-than-expected news reassured investors that the economy 
was still on track. 

In the fourth quarter of the year, the market volatility subsided 
somewhat as we shifted toward what we call a "Goldilocks Economy." That 
is, an economy that is not too hot and not too cold, but just right. The 
Federal Reserve Bank -- the supreme arbiter of economic growth -- has 
stuck by its neutral interest-rate policy, indicating that it believes 
the economy is moving along at just the right pace.

A 2 1/4" x 3 1/2" photo of the portfolio management team at bottom 
right. Caption reads: "Sovereign Investors Fund management team members: 
(l-r) Anne McDermott, John Snyder, Barry Evans, Jere Estes."

"Once again, 
stock 
investors had 
much to 
cheer about 
in 1996."

Tracking performance

John Hancock Sovereign Investors Fund turned in an especially strong 
performance in the first three quarters of the year, thanks to the 
market's "flight to quality." 

Chart with heading "Top Five Common Stock Holdings" at top of left hand 
column. The chart lists five holdings: 1) General Electric 4.8 %; 2) 
Emerson Electric 2.7%; 3) Johnson & Johnson 2.4 % 4) Alco Standard 2.2 % 
5) E.I. du Pont de Nemours 2.2%. A footnote below reads: "As a 
percentage of net assets on December 31, 1996."

"...we 
continue to 
invest in 
high-quality 
growth 
companies..."

During periods of uncertainty like this, investors tend to flock to 
large, high-quality stocks with reliable earnings -- the type of stocks 
in which Sovereign Investors Fund invests. Our largest holding, General 
Electric, is a perfect example. Investors have been attracted to the 
company's consistently improving revenues and profits. The stock was up 
nearly 38% for the year. Procter & Gamble was another winner. By 
continuing to gain market share both domestically and globally, this 
consumer products powerhouse has been able to maintain its solid 
earnings growth. Finally, DuPont has improved profitability by shedding 
some of its low-margin, slow-growth business.

Conditions in the fourth quarter took some shine off the Fund's overall 
performance. Technology stocks -- which make up 14% of the S&P 500 -- 
led the market during the last quarter of the year. While many of our 
competitors have sizable holdings in the sector, we own virtually no 
technology stocks. Technology stocks just don't meet our fundamental 
investment criterion of having increased dividends consistently for at 
least the past 10 years. As a result, we didn't participate fully in the 
market's year-end rally.

Table entitled "Scorecard" at bottom of left hand column. The header for 
the left column is "Investment"; the header for the right column is 
"Recent performance ... and what's behind the numbers. The first listing 
is General Electric followed by an up arrow and the phrase "Improving 
sales/earnings." The second listing is DuPont followed by an up arrow 
and the phrase "Restructuring improves business prospects." The third 
listing is Electronic Data Systems followed by a down arrow and the 
phrase "Slowing orders." Footnote below reads: "See "Schedule of 
Investments." Investment holdings are subject to change."

All told, however, the Fund turned in solid results in 1996. For the 12 
months ended December 31, 1996, the Fund's Class A, Class B, and Class C 
shares had total returns of 17.57%, 16.67% and 17.99%, respectively, at 
net asset value. By comparison, the average growth and income fund 
returned 20.78%, according to Lipper Analytical Services.1 Please see 
pages six and seven for longer-term Fund performance information.

Investment focus

Our fundamental investment strategy remains firmly in place. We continue 
to invest in high-quality growth companies that have consistently 
increased their dividends for at least the past 10 years. Although high-
quality growth stocks are attractive long-term investments, they 
particularly make sense in this environment, where there is so much 
uncertainty about the economy and earnings.

In the past several months, we have pared back some of the Fund's 
largest holdings such as PepsiCo and NationsBank in favor of new 
investments. Not only did we want to take profits, but we also wanted to 
diversify the portfolio. In selecting new stocks, we've targeted 
companies that are -- and can remain -- leaders in their industry. With 
pricing power diminishing, companies must find other ways to grow 
earnings such as increasing market share, restructuring businesses or 
going global. 

Rockwell International is one of our favorite restructuring stories. The 
company sold its aerospace and defense business to Boeing. Now the 
company can fully concentrate on its core business: factory automation. 
Not only does Rockwell boast a superb balance sheet, but the company is 
planning to buy back nearly $1 billion in stock over the next year. With 
its new structure, we expect the company to grow earnings 15% annually 
for at least the next five years.

Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended December 31, 
1996." The chart is scaled in increments of 5% from bottom to top, with 
25% at the top and 0% at the bottom. Within the chart, there are four 
solid bars. The first represents the 17.57% total return for John 
Hancock Sovereign Investors Fund: Class A. The second represents the 
16.67% total return for John Hancock Sovereign Investors Fund: Class B. 
The third represents the 17.99% return for John Hancock Sovereign 
Investors Fund: Class C. The fourth represents 20.78% return for the 
average growth and income fund. The footnote below states: "Total 
returns for John Hancock Sovereign Investors Fund are at net asset value 
with all distributions reinvested. The average growth and income fund is 
tracked by Lipper Analytical Services. See following two pages for 
historical performance information."

Pall, which manufacturers filters and equipment used in fluid 
processing, aerospace and medical applications, is another new favorite. 
One of the most exciting opportunities for Pall is blood filtering. Pall 
filters greatly reduce the spread of infection. With all the publicity 
surrounding blood borne infections, it seems likely that filtering will 
become a standard procedure. 

Looking forward

We're cautiously optimistic about stocks in the year ahead. As far as 
the economy is concerned, we expect to see more of the same modest 
growth in 1997. Consumers are strapped with mounds of debt. Therefore, 
spending is likely to remain at modest levels as evidenced by the slow 
Christmas season. Since consumer spending accounts for nearly two-thirds 
of the gross domestic product (GDP), lackluster spending is likely to 
keep a lid on economic growth.

With the economy likely to grow in the 2.5% to 3% range next year, 
corporate profits are likely to drop back to more normal levels of 8% to 
10% from their unusually high level of 20% in 1995 and 1996. Other 
factors will also dampen growth prospects for corporate America. 
Declining labor costs have produced strong tailwinds for U.S. companies 
in the last few years. With labor costs now moving in the other 
direction, companies are likely to see their margins squeezed. In 
addition, rising energy costs are likely to put pressure on earnings. 

With more sluggish growth in profits, we're likely to see more 
disappointments as large-cap companies report earnings in 1997. 
Companies that can grow earnings in the double digits will be the 
exception, not the rule. As corporate earnings begin to trend down, 
high-quality growth stocks with steady earnings will become even more 
attractive to investors. 

"We're 
cautiously 
optimistic 
about stocks 
in the year 
ahead."


This commentary reflects the views of the portfolio managers through the 
end of the Fund's period discussed in this report. Of course, the 
managers' views are subject to change as market and other conditions 
warrant.

1Figures from Lipper Analytical Services include reinvested dividends 
and do not take into account sales charges. Actual load-adjusted 
performance is lower. 


A LOOK AT PERFORMANCE

The tables on the right show the cumulative total returns and the 
average annual total returns for the John Hancock Sovereign Investors 
Fund. Total return is a performance measure that equals the sum of all 
income and capital gain distributions, assuming reinvestment of these 
distributions and the change in the price of the Fund's net asset value 
per share. Performance figures include the maximum applicable sales 
charge of 5% for Class A shares. The effect of the maximum contingent 
deferred sales charge for Class B shares (maximum 5% and declining to 0% 
over six years) is included in Class B performance. Performance is 
affected by a 12b-1 plan, which commenced on July 1, 1993 and January 3, 
1994 for Class A and Class B shares, respectively. Remember that all 
figures represent past performance and are no guarantee of how the Fund 
will perform in the future. Also, keep in mind that the total return and 
share price of the Fund's investments will fluctuate. As a result, your 
Fund's shares may be worth more or less than their original cost, 
depending on when you sell them.

CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996
                                      ONE      FIVE       MOST RECENT
                                     YEAR      YEARS       TEN YEARS
                                 ----------  ----------    ----------
John Hancock Sovereign Investors 
Fund: Class A                      11.69%      60.52%        202.05%

John Hancock Sovereign Investors 
Fund: Class B                      11.67%      46.46%(1)       N/A

John Hancock Sovereign Investors 
Fund: Class C                      17.99%      58.34%(2)       N/A

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996
                                      ONE      FIVE      MOST RECENT
                                     YEAR      YEARS      TEN YEARS
                                 ----------  ----------   ----------
John Hancock Sovereign Investors 
Fund: Class A                      11.69%       9.93%         11.69%
John Hancock Sovereign Investors 
Fund: Class B                      11.67%      12.83%(1)       N/A
John Hancock Sovereign Investors 
Fund: Class C                      17.99%      13.42%(2)       N/A

YIELDS

As of December 31, 1996
                                                          SEC 30-DAY
                                                            YIELD
                                                         -----------
John Hancock Sovereign Investors Fund: Class A               1.58%
John Hancock Sovereign Investors Fund: Class B               0.84%
John Hancock Sovereign Investors Fund: Class C               2.09%


                             Notes to Performance

(1) Class B shares started on January 3, 1994.

(2) Class C shares started on May 7, 1993.


WHAT HAPPENED TO A $10,000 INVESTMENT...

The charts on the right show how much a $10,000 investment in the John 
Hancock Sovereign Investors Fund would be worth on December 31, 1996. 
They assume that you either had invested on the day each class of shares 
started, or that you have been invested for the most recent 10 years. In 
either case, they also assume that you have reinvested all 
distributions. For comparison, we've shown the same $10,000 investment 
in the Standard & Poor's 500 Stock Index -- an unmanaged index that 
includes 500 widely traded common stocks and is used often as a measure 
of stock market performance.

Sovereign Investors Fund
Class A shares

Line chart with the heading Sovereign Investors Fund: Class A, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index and is 
equal to $41,396 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Sovereign 
Investors Fund on December 31, 1986, before sales charge, and is equal 
to $31,804 as of December 31, 1996.  The third line represents the 
Sovereign Investors Fund, after sales charge, and is equal to $30,205 as 
of December 31, 1996.  


Sovereign Investors Fund
Class B shares

Line chart with the heading Sovereign Investors Fund: Class B, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index, and is 
equal to $17,131 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Sovereign 
Investors Fund, before sales charge, on January 3, 1994, and is equal to 
$14,646 as of  December 31, 1996.  The third line represents the value 
of the Sovereign Investors Fund, after sales charge, and is equal to 
$14,346 as of December 31, 1996.


Sovereign Investors Fund
Class C Shares

Line chart with the heading Sovereign Investors Fund: Class C, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are two lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index, and is 
equal to $18,513 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the Sovereign 
Investors Fund, before sales charge, on May 6, 1993, and is equal to 
$15,834 as of December 31, 1996.


<TABLE>
<CAPTION>

FINANCIAL STATEMENTS

John Hancock Funds - Sovereign Investors Fund

The Statement of Assets and Liabilities is the Fund's balance sheet and shows
the value of what the Fund owns, is due and owes on December 31, 1996. You'll
also find the net asset value and the maximum offering price per share as of
that date.

Statement of Assets and Liabilities
December 31, 1996
- ----------------------------------------------------------------------------
<S>                                                     <C>
Assets:
Investments at value - Note C:
Common and preferred stocks
(cost - $1,152,028,405)                                       $1,568,478,600
Corporate bonds (cost - $57,807,224)                              58,919,775
United States government and
agencies obligations (cost - $111,992,237)                       112,600,353
Joint repurchase agreement (cost - $68,123,000)                   68,123,000
Short term investments (cost - $59,819,345)                       59,819,345
Corporate savings account                                          1,024,655
                                                              --------------
                                                               1,868,965,728
Receivable for shares sold                                           848,826
Receivable for investments sold                                    2,000,000
Interest receivable                                                3,001,478
Dividends receivable                                               3,433,542
Other assets                                                          87,768
                                                              --------------
Total Assets                                                   1,878,337,342
- ----------------------------------------------------------------------------
Liabilities:
Payable for shares repurchased                                     1,145,397
Payable for investments purchased                                  8,264,130
Payable to John Hancock Advisers, Inc. and
 and affiliates - Note B                                           3,231,333
Accounts payable and accrued expenses                                218,977
                                                              --------------
Total Liabilities                                                 12,859,837
- ----------------------------------------------------------------------------
Net Assets:
Capital paid-in                                               $1,407,791,565
Accumulated net realized gain on investments                      39,507,785
Net unrealized appreciation of investments                       418,178,155
                                                              --------------
Net Assets                                                    $1,865,477,505
============================================================================

Net Asset Value Per Share:
(Based on net asset values and shares of beneficial
interest outstanding with $0.01 per share par value)
Class A - $1,429,523,356 / 73,390,083                                 $19.48
============================================================================

Class B - $406,522,767 / 20,888,201                                   $19.46
============================================================================

Class C - $29,431,382 / 1,510,614                                     $19.48
============================================================================

Maximum Offering Price *
Class - A ($19.48 x 105.26%)                                          $20.51
============================================================================

* On a single retail sale of less than $50,000. On sales of $50,000 or more and on
  group sales the offering price is reduced.

</TABLE>


<TABLE>
<CAPTION>

The Statement of Operations summarizes the Fund's investment income earned and expenses
incurred in operating the Fund. It also shows net gains (losses) for the period stated.

Statement of Operations
Year ended December 31, 1996
- ----------------------------------------------------------------------------
<S>                                                             <C>
Investment Income:
Dividends                                                        $32,606,341
Interest                                                          18,764,586
                                                              --------------
                                                                  51,370,927
                                                              --------------
Expenses:
Investment management fee - Note B                                 9,708,887
Distribution/service fee - Note B
 Class A                                                           4,073,097
 Class B                                                           3,350,040
Transfer agent fee - Note B                                        3,454,204
Financial services fee - Note B                                      321,896
Custodian fee                                                        257,949
Printing                                                             256,486
Registration and filing fees                                         160,390
Trustees' fees                                                       148,896
Legal fees                                                            95,635
Auditing fee                                                          50,907
Miscellaneous                                                         38,644
                                                              --------------
Total Expenses                                                    21,917,031
- ----------------------------------------------------------------------------
Net Investment Income                                             29,453,896
- ----------------------------------------------------------------------------
Realized and Unrealized Gain on Investments:
Net realized gain on investments sold                            132,393,369
Change in net unrealized appreciation/depreciation
 of investments                                                  112,475,113
                                                              --------------
Net Realized and Unrealized
Gain on Investments                                              244,868,482
- ----------------------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations                                       $274,322,378
============================================================================

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- ----------------------------------------------------------------------------------------------------------------
                                                                                      YEAR ENDED DECEMBER 31,
                                                                               ---------------------------------
                                                                                    1995              1996
                                                                               ---------------   ---------------
<S>                                           <C>               <C>               <C>               <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                              $32,531,034       $29,453,896
Net realized gain on investments sold                                               20,230,031       132,393,369
Change in net unrealized appreciation/
depreciation of investments                                                        299,815,354       112,475,113
                                                                               ---------------   ---------------
Net Increase in Net Assets
Resulting from Operations                                                          352,576,419       274,322,378
                                                                               ---------------   ---------------
Distributions to Shareholders:
Dividends from net investment income
Class A - ($0.3959 and $0.3585
per share, respectively)                                                           (28,762,733)      (25,069,146)
Class B - ($0.2764 and $0.2155
per share, respectively)                                                            (3,339,275)       (3,858,864)
Class C - ($0.4637 and $0.4290
per share, respectively)                                                              (477,188)         (549,349)
Distributions from net realized gain
on investments sold
Class A - ($0.0837 and $1.1552
per share, respectively)                                                            (5,956,805)      (80,116,607)
Class B - ($0.0837 and $1.1552
per share, respectively)                                                            (1,191,400)      (22,820,809)
Class C - ($0.0837 and $1.1552
per share, respectively)                                                               (92,650)       (1,639,314)
                                                                               ---------------   ---------------
Total Distributions to
Shareholders                                                                       (39,820,051)     (134,054,089)
                                                                               ---------------   ---------------
From Fund Share Transactions - Net*                                                 11,863,118       167,161,216
                                                                               ---------------   ---------------
Net Assets:
Beginning of period                                                              1,233,428,514     1,558,048,000
                                                                               ---------------   ---------------
End of period (including
undistributed net investment
income of $23,463 and none,
respectively)                                                                   $1,558,048,000    $1,865,477,505
                                                                               ===============   ===============


* Analysis of Fund Share Transactions:

                                                                 YEAR ENDED DECEMBER 31,
                                         -----------------------------------------------------------------------
                                                         1995                                1996
                                         -----------------------------------   ---------------------------------
                                               SHARES            AMOUNT            SHARES            AMOUNT
                                           ---------------   ---------------   ---------------   ---------------

CLASS A
Shares sold                                     13,351,175      $214,650,741        18,780,738      $361,408,507
Shares issued to shareholders
in reinvestment of distributions                 1,912,922        31,795,613         5,004,684        97,643,950
                                           ---------------   ---------------   ---------------   ---------------
                                                15,264,097       246,446,354        23,785,422       459,052,457
Less shares repurchased                        (20,197,037)     (323,191,321)      (22,048,259)     (423,528,648)
                                           ---------------   ---------------   ---------------   ---------------
Net increase (decrease)                         (4,932,940)     ($76,744,967)        1,737,163       $35,523,809
                                           ===============   ===============   ===============   ===============

CLASS B
Shares sold                                      6,957,758      $112,134,961         9,159,545      $176,783,839
Shares issued to shareholders
in reinvestment of distributions                   251,051         4,209,585         1,269,661        24,792,933
                                           ---------------   ---------------   ---------------   ---------------
                                                 7,208,809       116,344,546        10,429,206       201,576,772
Less shares repurchased                         (1,772,868)      (28,714,271)       (3,973,684)      (77,636,976)
                                           ---------------   ---------------   ---------------   ---------------
Net increase                                     5,435,941       $87,630,275         6,455,522      $123,939,796
                                           ===============   ===============   ===============   ===============

CLASS C
Shares sold                                        325,074        $5,184,377           369,676        $7,183,772
Shares issued to shareholders
in reinvestment of distributions                    34,194           569,771           112,176         2,188,658
                                           ---------------   ---------------   ---------------   ---------------
                                                   359,268         5,754,148           481,852         9,372,430
Less shares repurchased                           (305,670)       (4,776,338)          (87,535)       (1,674,819)
                                           ---------------   ---------------   ---------------   ---------------
Net increase                                        53,598          $977,810           394,317        $7,697,611
                                           ===============   ===============   ===============   ===============


The Statement of Changes in Net Assets shows how the value of the Fund's net
assets has changed since the end of the previous period. The difference reflects
earnings less expenses, any investment gains and losses, distributions paid to
shareholders, and any increase or decrease in money shareholders invested in the
Fund. The footnote illustrates the number of Fund shares sold, reinvested and
redeemed during the last two periods, along with the corresponding dollar value.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights

Selected data for a share of beneficial interest outstanding throughout the period
indicated, investment returns, key ratios and supplemental data are listed as follows:
- -------------------------------------------------------------------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31,
                                            -----------------------------------------------------------------
                                             1992(1)         1993          1994          1995          1996
                                            ---------     ---------     ---------     ---------     ---------
<S>                                          <C>           <C>           <C>           <C>           <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning
of Period                                      $14.31        $14.78        $15.10        $14.24        $17.87
                                            ---------     ---------     ---------     ---------     ---------
Net Investment Income                            0.47          0.44          0.46          0.40       0.36(4)
Net Realized and Unrealized
Gain (Loss) on Investments                       0.54          0.39         (0.75)         3.71          2.77
                                            ---------     ---------     ---------     ---------     ---------
Total from Investment
Operations                                       1.01          0.83         (0.29)         4.11          3.13
                                            ---------     ---------     ---------     ---------     ---------
Less Distributions:
Dividends from Net
Investment Income                               (0.45)        (0.42)        (0.46)        (0.40)        (0.36)
Distributions from Net
Realized Gain on
Investments Sold                                (0.09)        (0.09)        (0.11)        (0.08)        (1.16)
                                            ---------     ---------     ---------     ---------     ---------
Total Distributions                             (0.54)        (0.51)        (0.57)        (0.48)        (1.52)
                                            ---------     ---------     ---------     ---------     ---------
Net Asset Value,
End of Period                                  $14.78        $15.10        $14.24        $17.87        $19.48
                                             ========      ========      ========      ========      ========

Total Investment Return
at Net Asset Value (3)                           7.23%         5.71%        (1.85%)       29.15%        17.57%
Ratios and Supplemental
Data
Net Assets, End of Period
(000's omitted)                              $872,932    $1,258,575    $1,090,231    $1,280,321    $1,429,523
Ratio of Expenses to Average
Net Assets                                       1.13%         1.10%         1.16%         1.14%         1.13%
Ratio of Net Investment
Income to Average Net
Assets                                           3.32%         2.94%         3.13%         2.45%         1.86%
Portfolio Turnover Rate                            30%           46%           45%           46%           59%
Average Brokerage
Commission Rate (7)                               N/A           N/A           N/A           N/A       $0.0696

CLASS B (2)
Per Share Operating
Performance
Net Asset Value, Beginning
of Period                                                                  $15.02        $14.24        $17.86
                                                                        ---------     ---------     ---------
Net Investment Income (4)                                                    0.38          0.27          0.21
Net Realized and Unrealized
Gain (Loss) on Investments                                                  (0.69)         3.71          2.77
                                                                        ---------     ---------     ---------
Total from Investment
Operations                                                                  (0.31)         3.98          2.98
                                                                        ---------     ---------     ---------
Less Distributions:
Dividends from Net
Investment Income                                                           (0.36)        (0.28)        (0.22)
Distributions from Net
Realized Gain on Investments
Sold                                                                        (0.11)        (0.08)        (1.16)
                                                                        ---------     ---------     ---------
Total Distributions                                                         (0.47)        (0.36)        (1.38)
                                                                        ---------     ---------     ---------
Net Asset Value, End of
Period                                                                     $14.24        $17.86        $19.46
                                                                         ========      ========      ========

Total Investment Return
at Net Asset Value (3)                                                      (2.04%)(5)    28.16%        16.67%

Ratios and Supplemental Data
Net Assets, End of Period
(000's omitted)                                                          $128,069      $257,781      $406,523
Ratio of Expenses to Average
Net Assets                                                                   1.86%(6)      1.90%         1.91%
Ratio of Net Investment Income
to Average Net Assets                                                        2.57%(6)      1.65%         1.10%
Portfolio Turnover Rate                                                        45%           46%           59%
Average Brokerage Commission
Rate (7)                                                                      N/A           N/A       $0.0696

                                                                 YEAR ENDED DECEMBER 31,
                                                          ---------------------------------------------------
                                                               1993          1994          1995          1996
                                                          ---------     ---------     ---------     ---------
<S>                                                        <C>           <C>           <C>           <C>
CLASS C (2)
Per Share Operating Performance
Net Asset Value, Beginning of Period                         $14.79        $15.11        $14.24        $17.87
                                                          ---------     ---------     ---------     ---------
Net Investment Income                                          0.27          0.52          0.46       0.44(4)
Net Realized and Unrealized (Loss)
on Investments                                                 0.48         (0.77)         3.71          2.76
                                                          ---------     ---------     ---------     ---------
Total from Investment Operations                               0.75         (0.25)         4.17          3.20
                                                          ---------     ---------     ---------     ---------
Less Distributions:
Dividends from Net
Investment Income                                             (0.34)        (0.51)        (0.46)        (0.43)
Distributions from Net
Realized Gain on Investments Sold                             (0.09)        (0.11)        (0.08)        (1.16)
                                                          ---------     ---------     ---------     ---------
Total Distributions                                           (0.43)        (0.62)        (0.54)        (1.59)
                                                          ---------     ---------     ---------     ---------
Net Asset Value, End of Period                               $15.11        $14.24        $17.87        $19.48
                                                           ========      ========      ========      ========

Total Investment Return at
Net Asset Value (3)                                            5.13%(5)     (1.57%)       29.68%        17.99%
Ratios and Supplemental
Data Net Assets, End of
Period (000's omitted)                                      $10,189       $15,128       $19,946       $29,431
Ratio of Expenses to Average
Net Assets                                                     0.88%(6)      0.81%         0.74%         0.75%
Ratio of Net Investment
Income to Average Net Assets                                   3.17%(6)      3.53%         2.84%         2.26%
Portfolio Turnover Rate                                          46%           45%           46%           59%
Average Brokerage
Commission Rate (7)                                             N/A           N/A           N/A       $0.0696

(1) This period is covered by the report of other independent auditors (not included herein).
(2) Class B and Class C shares commenced operations on January 3, 1994, and May 7, 1993 respectively.
(3) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(4) Based on the average of the shares outstanding at the end of each month.
(5) Not annualized.
(6) Annualized.
(7) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.

The Financial Highlights summarizes the impact of the following factors on a single share
for each period indicated: net investment income, gains (losses), dividends and total
investment return of the Fund. It shows how the Fund's net asset value for a share has
changed since the end of the previous period. Additionally, important relationships
between some items presented in the financial statements are expressed in ratio form.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

The Schedule of Investments is a complete list of all securities owned by the Sovereign
Investors Fund on December 31, 1996. It's divided into five main categories: common
stocks, preferred stocks, corporate bonds, U.S. government and agencies and short-term
investments. The common stocks are further broken down by industry group. Short-term
investments, which represent the Fund's "cash" position, are listed last.

Schedule of Investments
December 31, 1996

Per share earnings and dividends and their compound growth rates are shown for the most
recently reported ten year periods on common stocks, as well as price/earnings ratios,
but are unaudited.
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                 COMPOUND
NUMBER                                                                                             GROWTH           MARKET
OF SHARES                                                                                            RATE            VALUE
                                                                                                 ----------        --------
<S>       <C>                                                                             <C>    <C>         <C>
COMMON STOCKS (83.50%)

Advertising (1.78%)
  700,000  Interpublic Group, Inc. @ 47 1/2                                                                     $33,250,000
           One of the largest advertising agencies                                                              -----------
           in the world
           Earnings P/S          $ .75, .91, 1.05, 1.12, 1.23, 1.43, 1.49, 1.79, 2.04, 1.97         11.3%
           Dividends P/S         $ .22, .26, .32, .37, .41, .45, .49, .55, .61, .67                 13.2%
           Price/Earnings Ratio                                                              24.6

Aerospace (1.31%)
  400,000 Rockwell International Corp. @ 60 7/8                                                                  24,350,000
                                                                                                                -----------
           Leading producer of aerospace, automotive
           and electronics products
           Earnings P/S          $1.98, 2.23, 3.01, 2.84, 2.47, 2.20, 2.47, 2.80, 3.15, 3.79         7.5%
           Dividends P/S         $.66, .72, .77, .82, .88, .92, .96, 1.04, 1.10, 1.16                6.5%
           Price/Earnings Ratio                                                              14.7

Banks (5.50%)
  375,000 Banc One Corp. @ 43                                                                                   16,125,000
           Ohio-based bank holding company
           Earnings P/S          $ 1.19, 1.56, 1.66, 1.83, 1.65, 2.07, 2.44, 2.73, 2.27, 3.15       11.4%
           Dividends P/S         $ .45, .50, .57, .63, .70, .81, .98, 1.13, 1.24, 1.36              13.1%
           Price/Earnings Ratio                                                              14.0
  250,000 Corestates Financial Corp. @ 51 7/8                                                                   12,968,750
           Operates 334 full service offices located
           in PA, NJ and DE
           Earnings P/S          $ 1.96, 2.25, 1.02, .78, .83, 2.20, 2.43, 1.62, 2.86, 3.05          5.0%
           Dividends P/S         $ .70, .77, .87, .96, .97, 1.02, 1.14, 1.24, 1.44, 1.73            10.6%
           Price/Earnings Ratio                                                              16.7
  600,000 First Tennessee National Corp. @ 37 1/2                                                               22,500,000
           Tennessee-based bank holding company
           Earnings P/S          $ .78, 1.10, .65, .98, 1.26, 1.76, 1.52, 2.02, 2.24, 2.55          14.1%
           Dividends P/S         $ .40, .43, .49, .54, .57, .63, .75, .87, .97, 1.10                11.9%
           Price/Earnings Ratio                                                              14.8
  300,000 KeyCorp. @ 50 1/2                                                                                     15,150,000
           Multi-regional bank holding company
           Earnings P/S          $ 1.88, 2.10, 2.32, 2.32, 2.45, 2.52, 2.98, 3.15, 3.23, 3.56        7.4%
           Dividends P/S         $.60, .68, .80, .88, .92, .98, 1.12, 1.28, 1.44,1.52               10.9%
           Price/Earnings Ratio                                                              14.3
  300,000 NationsBank Corp. @ 97 3/4                                                                            29,325,000
           Largest superregional bank in the Southeast
           Earnings P/S          $ 2.01, 2.87, 4.44, 2.61, .76, 2.60, 4.55, 6.02, 6.72, 7.69        16.1%
           Dividends P/S         $ .86, .94, 1.10, 1.42, 1.48, 1.51, 1.64, 1.88, 2.08, 2.40         12.1%
           Price/Earnings Ratio                                                              13.2
  147,000 U.S. Bancorp @ 44 15/16                                                                                6,605,812
           Multi-regional bank holding company
           Earnings P/S          $ 1.23, 1.39, 1.66, 1.99, 1.97, 1.91, 2.46, 1.65, 2.55, 2.43        7.9%
           Dividends P/S         $ .37, .46, .51, .61, .71, .76, .85, .94, 1.06, 1.18               13.8%
           Price/Earnings Ratio                                                              18.3
                                                                                                            --------------
                                                                                                               102,674,562
                                                                                                            --------------

Capital Goods (3.05%)
  550,000 Dover Corp. @ 50 1/4                                                                                  27,637,500
           Manufactures a variety of specialized
           industrial products
           Earnings P/S          $ .83, 1.11, 1.14, 1.28, 1.12, 1.08, 1.32, 1.66, 2.34, 3.33        16.7%
           Dividends P/S         $ .26, .31, .35, .38, .41, .43, .45, .49, .56, .64                 10.5%
           Price/Earnings Ratio                                                              14.8
  550,000 Pall Corp. @ 25 1/2                                                                                   14,025,000
           Manufactures filtration and separation
           devices
           Earnings P/S          $ .50, .50, .50, .58, .68, .81, .69, .88, 1.08, 1.23               10.5%
           Dividends P/S         $ .11, .13, .16, .19, .22, .27, .32, .37, .42, .49                 18.1%
           Price/Earnings Ratio                                                              20.8
  470,000 Pentair, Inc. @ 32 1/4                                                                                15,157,500
           Manufactures enclosures for electrical,
           electronic, woodworking and power
           tool equipment
           Earnings P/S          $ .65, 1.12, .95, .80, 1.01, 1.06, 1.19, 1.20, 1.40, 1.72          11.4%
           Dividends P/S         $ .21, .22, .27, .29, .31, .33, .34, .36, .40, .50                 10.1%
           Price/Earnings Ratio                                                              17.1
                                                                                                            --------------
                                                                                                                56,820,000
                                                                                                            --------------

Chemicals (5.64%)
  190,300 Air Products & Chemicals, Inc. @ 69 1/8                                                               13,154,487
           Producer of industrial and specialty
           chemicals and gases
           Earnings P/S          $ .04, 1.95, 2.02, 2.08, 2.23, 2.45, 1.76, 2.05, 3.29, 3.73        14.0%
           Dividends P/S         $ .45, .55, .63, .69, .75, .83, .89, .95, 1.01, 1.07               10.1%
           Price/Earnings Ratio                                                              18.6
  425,000 E.I. du Pont de Nemours and Co. @ 94 3/8                                                              40,109,375
           Nation's largest chemical manufacturer
           Earnings P/S          $ 2.46, 3.03, 3.53, 3.40, 3.13, 1.32, .23, 3.40, 5.43, 6.08        10.6%
           Dividends P/S         $ 1.10, 1.23, 1.45, 1.62, 1.68, 1.74, 1.76, 1.82, 2.03, 2.23        8.2%
           Price/Earnings Ratio                                                              16.7
  175,000 PPG Inds., Inc. @ 56 1/8                                                                               9,821,875
           Manufacturer of specialty chemicals,
           coatings and resins
           Earnings P/S          $ 1.60, 2.13, 2.09, 2.22, 1.29, 1.33, 1.46, 1.97, 3.69, 3.96       10.6%
           Dividends P/S         $ .56, .64, .74, .82, .86, .94, 1.04, 1.12, 1.18, 1.26              9.4%
           Price/Earnings Ratio                                                              13.5
  621,250 RPM, Inc. @ 17                                                                                        10,561,250
           Manufacturer of specialty chemicals and
           coatings to waterproof and rustproof structures
           Earnings P/S          $ .38, .45, .42, .43, .45, .54, .58, .80, .86, .96                 10.9%
           Dividends P/S         $.21, .25, .27, .30, .34, .37, .39, .42, .46, .49                   9.9%
           Price/Earnings Ratio                                                              18.2
  505,000 Sigma-Aldrich Corp. @ 62 7/16                                                                         31,530,938
           Manufacturer of biochemical and organic
           products used for research and diagnostics
           Earnings P/S          $ .425, .575, .65, .72, .62, .93, 1.04, 1.11, 1.26, 1.44           14.5%
           Dividends P/S         $ .075, .085, .095, .10, .115, .13, .15, .17, .19, .2275           13.1%
           Price/Earnings Ratio                                                              20.6
                                                                                                            --------------
                                                                                                               105,177,925
                                                                                                            --------------

Commercial Services (1.58%)
  905,800 Sysco Corp. @ 32 5/8                                                                                  29,551,725
                                                                                                            --------------
           Largest distributor of food service products
           Earnings P/S          $ .45, .60, .73, .76, .86, .95, 1.10, 1.24, 1.42, 1.57             14.9%
           Dividends P/S         $ .07, .08, .09, .10, .14, .22, .28, .36, .44, .52                 25.0%
           Price/Earnings Ratio                                                              20.6

Computer & Office Equipment (4.15%)
  790,000 Alco Standard Corp. @ 51 5/8                                                                          40,783,750
           Distributor of office and paper products
           Earnings P/S          $ .84, 1.15, 1.96, .91, .98, 1.11, (.025), .56, 1.82, 1.13          3.4%
           Dividends P/S         $ .26, .28, .31, .34, .36, .37, .39, .41, .43, .45                  6.3%
           Price/Earnings Ratio                                                              36.1
  350,000 Hewlett-Packard Co. @ 50 1/4                                                                          17,587,500
           Manufactures and services electronic
           measurement, analysis and computation
           instruments
           Earnings P/S          $ 1.25, 1.68, 1.76, .77, .76, .87, 1.16, 1.54, 2.32, 2.46           7.8%
           Dividends P/S         $ .06, .07, .10, .11, .13, .20, .24, .29, .38, .46                 25.4%
           Price/Earnings Ratio                                                              21.6
  350,000 Pitney Bowes, Inc. @ 54 1/2                                                                           19,075,000
           Manufactures office automation equipment
           Earnings P/S          $ 1.27, 1.54, 1.19, 1.34, 1.77, 1.87, 1.89, 2.23, 2.55, 3.01       10.1%
           Dividends P/S         $ .38, .46, .52, .60, .68, .78, .90, 1.04, 1.20, 1.38              15.4%
           Price/Earnings Ratio                                                              18.4
                                                                                                            --------------
                                                                                                                77,446,250
                                                                                                            --------------

Consumer Durables (5.14%)
  200,000 Illinois Tool Works, Inc. @ 79 7/8                                                                    15,975,000
           Manufactures construction fasteners and
           packaging systems
           Earnings P/S          $ 1.03, 1.33, 1.53, 1.68, 1.63, 1.68, 1.78, 2.22, 3.17, 3.75       15.4%
           Dividends P/S         $ .20, .22, .27, .33, .40, .45, .49, .54, .62, .70                 14.9%
           Price/Earnings Ratio                                                              21.3
  745,000 Leggett & Platt, Inc. @ 34 5/8                                                                        25,795,625
           Produces intermediate products for the
           home furnishings industry
           Earnings P/S          $ .278, .273, .323, .66, .33, .76, .97, 1.30, 1.56, 1.60           21.5%
           Dividends P/S         $ .14, .16, .185, .21, .215, .23, .27, .31, .38, .46               14.1%
           Price/Earnings Ratio                                                              20.4
  600,000 Masco Corp. @ 36                                                                                      21,600,000
           Manufactures buildings, home improvement
           and consumer products
           Earnings P/S          $ 1.65, 2.10, 1.42, .91, .27, .73, 1.36, 1.57, 1.09, 1.38       NMF
           Dividends P/S         $ .38, .44, .50, .54, .57, .61, .65, .69, .73, .77                  8.2%
           Price/Earnings Ratio                                                              25.4
  400,000 Nucor Corp. @ 51                                                                                      20,400,000
           Manufactures steel and steel products
           Earnings P/S          $ .60, .84, .68, .88, .74, .88, 1.29, 2.13, 3.18, 2.74             18.4%
           Dividends P/S         $ .09, .10, .11, .12, .13, .14, .16, .18, 28, .32                  15.1%
           Price/Earnings Ratio                                                              19.8
  670,000 Worthington Industries, Inc. @ 18 1/8                                                                 12,143,750
           Manufactures metal and plastic products
           Earnings P/S          $ .61, .70, .61, .64, .52, .68, .86, 1.10, 1.23, .93                4.8%
           Dividends P/S         $ .17, .19, .23, .26, .28, .32, .34, .39, .43, .47                 20.8%
           Price/Earnings Ratio                                                              20.7
                                                                                                            --------------
                                                                                                                95,914,375
                                                                                                            --------------

Consumer Non-Durables (9.25%)
  800,000 Archer-Daniel Midland Co. @ 22                                                                        17,600,000
           Processes and merchandises
           agricultural products
           Earnings P/S          $ .62, .75, .85, .75, .78, .79, .80, 1.00, 1.43, .98                5.2%
           Dividends P/S         $ .028, .029, .034, .048, .05, .053, .056, .066, .116, .193        23.9%
           Price/Earnings Ratio                                                              22.8
  300,000 ConAgra, Inc. @ 49 3/4                                                                                14,925,000
           Leader in frozen & processed foods, and
           distributes agricultural supplies
           Earnings P/S          $ .85, 1.08, 1.25, 1.33, 1.45, 1.55, 1.62, 1.92, 2.20, .95          1.2%
           Dividends P/S         $ .27, .31, .36, .42, .48, .56, .65, .75, .86, .99                 15.5%
           Price/Earnings Ratio                                                              52.2
  430,000 CPC International, Inc. @ 77 1/2                                                                      33,325,000
           Major international food processor
           Earnings P/S          $ 2.17, 1.84, 2.11, 2.42, 2.56, 2.73, 2.90, 2.17, 3.54, 3.65        6.0%
           Dividends P/S         $ .65, .76, .88, 1.00, 1.10, 1.20, 1.28, 1.38, 1.48, 1.58          10.4%
           Price/Earnings Ratio                                                              21.3
  300,000 Kimberly-Clark Corp. @ 95 1/4                                                                         28,575,000
           Leading producer of consumer and
           personal care products
           Earnings P/S          $ 1.87, 2.36, 2.63, 2.70, 3.01, 3.37, 1.95, 3.55, 3.79, .74          NMF
           Dividends P/S         $ .70, .78, 1.26, 1.32, 1.48, 1.59, 1.67, 1.71, 1.76, 1.84         11.3%
           Price/Earnings Ratio                                                              17.2
  750,000 PepsiCo, Inc. @ 29 1/4                                                                                21,937,500
           Second largest soft drink company
           Earnings P/S          $ .38, .49, .57, .68, .68, .82, .87, 1.07, 1.21, .80                8.6%
           Dividends P/S         $ .11, .14, .16, .19, .23, .26, .31, .35, .39, .45                 16.9%
           Price/Earnings Ratio                                                              36.1
  350,000 Procter & Gamble Co. (The) @ 107 1/2                                                                  37,625,000
           Leading producer of household
           consumer products
           Earnings P/S          $ .46, 1.48, 1.74, 2.25, 2.23, 2.43, 2.43, .63, 2.07, 3.86, 4.41   28.6%
           Dividends P/S         $ .68, .70, .83, .93, 1.00, 1.08, 1.17, 1.32, 1.50, 1.70           10.7%
           Price/Earnings Ratio                                                              24.6
  500,000 Sara Lee Corp. @ 37 1/4                                                                               18,625,000
           Manufacturer of brand name packaged food
           and consumer products
           Earnings P/S          $ .71, .88, .95, .98, 1.41, 1.28, 1.43, .46, 1.66, 1.87            11.4%
           Dividends P/S         $ .25, .30, .36, .42, .47, .50, .58, .64, .68, .76                 13.2%
           Price/Earnings Ratio                                                              20.1
                                                                                                            --------------
                                                                                                               172,612,500
                                                                                                            --------------

Diversified Operations (0.93%)
  670,000 Federal Signal Corp. @ 25 7/8                                                                         17,336,250
                                                                                                            --------------
           Manufactures fire trucks and street sweepers,
           as well as public safety, signaling
           and communications equipment
           Earnings P/S          $ .32, .41, .50, .66, .65, .73, .74, .97, 1.18, 1.22               16.0%
           Dividends P/S         $ .15, .16, .19, .22, .27, .32, .36, .42, .50, .58                 16.2%
           Price/Earnings Ratio                                                              20.7

Electrical Equipment (10.35%)
  500,000 AMP, Inc. @ 38 3/8                                                                                    19,187,500
           World's largest manufacturer of electrical/
           electronic connectors
           Earnings P/S          $ 1.16, 1.48, 1.32, 1.35, 1.24, 1.26, 1.41, 1.59, 1.91, 2.01        6.3%
           Dividends P/S         $ .43, .50, .60, .68, .72, .76, .80, .84, .92, 1.00                 9.8%
           Price/Earnings Ratio                                                              19.9
  525,000 Emerson Electric Co. @ 96 3/4                                                                         50,793,750
           Produces and sells electrical/electronic
           products and systems
           Earnings P/S          $ 2.00, 2.31, 2.63, 2.75, 2.83, 2.96, 3.15, 4.04, 4.16, 4.55        9.6%
           Dividends P/S         $ .98, 1.03, 1.16, 1.28, 1.34, 1.40, 1.47, 1.60, 1.84, 2.01         8.3%
           Price/Earnings Ratio                                                              22.1
  900,000 General Electric Co. @ 98 7/8                                                                         88,987,500
           Dominant force in home appliances, electrical
           power, and financial services
           Earnings P/S          $ 1.60, 1.88, 2.18, 2.43, 2.54, 2.54, 2.33, 3.31, 3.78, 4.26       11.5%
           Dividends P/S         $ .65, .70, .82, .94, 1.02, 1.12, 1.26, 1.44, 1.64, 1.84           12.3%
           Price/Earnings Ratio                                                              23.4
  425,000 W.W. Grainger, Inc. @ 80 1/4                                                                          34,106,250
           Leading distributor of electrical equipment
           Earnings P/S          $ 1.48, 1.57, 1.96, 2.19, 2.36, 2.55, 2.76, 3.28, 2.67, 3.95       11.5%
           Dividends P/S         $ .39, .43, .50, .57, .61, .65, .71, .78, .89, .98                 10.8%
           Price/Earnings Ratio                                                              20.4
                                                                                                            --------------
                                                                                                               193,075,000
                                                                                                            --------------

Energy (2.35%)
  250,000 Exxon Corp. @ 98                                                                                      24,500,000
           Major factor in the crude oil, natural gas
           and chemical industry
           Earnings P/S          $ 3.43, 4.01, 3.43, 3.10, 4.79, 3.59, 4.13, 3.74, 5.36, 5.37        5.1%
           Dividends P/S         $ 1.90, 2.15, 2.30, 2.47, 2.68, 2.83, 2.88, 2.91, 3.00, 3.12        5.7%
           Price/Earnings Ratio                                                              18.5
  525,600 Questar Corp. @ 36 3/4                                                                                19,315,800
           Diversified holding company for Utah, Wyoming
           and Colorado natural gas transmission,
           distribution and storage
           Earnings P/S          $ .67, .64, 1.27, 1.46, 1.69, 1.59, 2.24, 1.97, 1.19, 2.29         14.6%
           Dividends P/S         $ .91, .94, .95, .97, 1.01, 1.04, 1.09, 1.13, 1.16, 1.19            3.0%
           Price/Earnings Ratio                                                              16.7
                                                                                                            --------------
                                                                                                                43,815,800
                                                                                                            --------------

Healthcare (9.46%)
  500,000 Abbott Laboratories @ 50 3/4                                                                          25,375,000
           Major pharmaceutical and healthcare firm
           Earnings P/S          $ .70, .84, .97, 1.11, 1.23, 1.42, 1.63, 1.82, 2.06, 2.34          14.4%
           Dividends P/S         $ .24, .29, .34, .40, .48, .58, .66, .74, .82, .93                 16.2%
           Price/Earnings Ratio                                                              22.1
  250,000 American Home Products Corp. @ 58 5/8                                                                 14,656,250
           Leading manufacturer of ethical
           pharmaceuticals
           Earnings P/S          $ (1.32), 1.61, 1.77, 3.03, 2.05, 1.85, 2.33, 2.45, 3.25, 2.30       NMF
           Dividends P/S         $ .84, .90, .98, 1.08, 1.19, 1.33, 1.43, 1.47, 1.51, 1.57           7.2%
           Price/Earnings Ratio                                                              26.1
  350,000 Eli Lilly & Co. @ 73                                                                                  25,550,000
           Major producer of prescription and
           non-prescription drugs, health products
           Earnings P/S          $ 1.11, 1.34, 1.60, 1.95, 2.18, 1.41, 2.26, .70, 2.19, 2.67        10.2%
           Dividends P/S         $ .50, .57, .67, .82, 1.00, 1.10, 1.21, 1.25, 1.31, 1.37           11.9%
           Price/Earnings Ratio                                                              28.0
  826,000 Johnson & Johnson @ 49 3/4                                                                            41,093,500
           Major producer of prescription and
           non-prescription drugs, toiletries, medical
           instruments and supplies
           Earnings P/S          $ .59, .71, .80, .86, 1.07, 1.20, 1.35, 1.53, 1.80, 2.12           15.3%
           Dividends P/S         $ .20, .24, .28, .33, .39, .45, .51, .57, .64, .74                 15.7%
           Price/Earnings Ratio                                                              24.2
  250,000 Medtronic, Inc. @ 68                                                                                  17,000,000
           Leading manufacturer of medical devices
           and instruments
           Earnings P/S          $ .79, .92, 1.01, .51, .63, .81, .92, 1.13, 1.55, 2.08             11.4%
           Dividends P/S         $ .06, .07, .09, .10, .12, .14, .17, .21, .26, .32                 20.4%
           Price/Earnings Ratio                                                              33.5
  300,000 Merck & Co., Inc. @ 79 1/4                                                                            23,775,000
           World's largest ethical drug manufacturer
           Earnings P/S          $ .74, 1.02, 1.26, 1.52, 1.75, 2.05, 1.84, 2.33, 2.61, 3.03        17.0%
           Dividends P/S         $ .27, .43, .55, .64, .77, .92, 1.03, 1.14, 1.24, 1.42             20.3%
           Price/Earnings Ratio                                                              27.1
  350,000 Pfizer, Inc. @ 82 7/8                                                                                 29,006,250
           Leading ethical pharmaceutical producer
           Earnings P/S          $ 1.02, 1.18, 1.01, 1.19, 1.30, 1.21, .99, 2.00, 2.35, 2.86        12.1%
           Dividends P/S         $ .45, .50, .55, .60, .66, .74, .84, .94, 1.04, 1.20               11.5%
           Price/Earnings Ratio                                                              29.0
                                                                                                            --------------
                                                                                                               176,456,000
                                                                                                            --------------

Information Processing (1.61%)
  700,000 Automatic Data Processing, Inc. @ 42 7/8                                                              30,012,500
                                                                                                            --------------
           Largest independent computing services
           firm in the U.S.
           Earnings P/S          $ .54, .62, .72, .74, .83, .94, 1.07, 1.22, 1.43, 1.61             12.9%
           Dividends P/S         $ .11, .13, .15, .17, .20, .23, .26, .29, .35, .42                 16.1%
           Price/Earnings Ratio                                                              27.1

Insurance (5.20%)
  525,000 AFLAC Corp. @ 42 3/4                                                                                  22,443,750
           Global specialty insurer
           Earnings P/S          $ .62, .72, .53, .77, .92, 1.15, 1.44, 1.81, 2.28, 2.37            16.1%
           Dividends P/S         $ .12, .13, .15, .18, .20, .23, .26, .30, .34, .39                 14.0%
           Price/Earnings Ratio                                                              18.2
  250,000 American International Group @ 108 1/4                                                                27,062,500
           Broadly based property-casualty
           insurance organization
           Earnings P/S          $ 3.92, 4.42, 4.61, 4.86, 3.20, 3.28, 3.92, 4.43, 5.10, 5.94        4.7%
           Dividends P/S         $ .09, .13, .16, .18, .21, .24, .26, .29, .32, .37                 17.0%
           Price/Earnings Ratio                                                              18.5
  175,000 General RE Corp. @ 157 3/4                                                                            27,606,250
           Broadly based reinsurance organization
           Earnings P/S          $ 5.04, 5.04, 6.52, 6.89, 7.12, 7.20, 7.88, 7.56, 9.58, 10.73       8.8%
           Dividends P/S         $ 1.00, 1.20, 1.36, 1.52, 1.68, 1.80, 1.88, 1.92, 1.96, 2.04        8.2%
           Price/Earnings Ratio                                                              14.3
  344,800 Reliastar Financial Corp. @ 57 3/4                                                                    19,912,200
           Financial services company engaged in life/
           health insurance and consumer finance
           Earnings P/S          $ 1.86, 1.58, 2.07, 1.99, 1.71, 1.92, 2.44, 3.05, 4.15, 4.86       11.3%
           Dividends P/S         $ .47, .57, .59, .65, .69, .73, .79, .88, .98, 1.09                 9.8%
           Price/Earnings Ratio                                                              11.5
                                                                                                            --------------
                                                                                                                97,024,700
                                                                                                            --------------

Media and Information Services (4.43%)
  600,000 Electronic Data Systems Corp. @ 43 1/4                                                                25,950,000
           Provides information technology services to
           companies worldwide
           Earnings P/S          $ .66, .79, .91, 1.04, 1.10, 1.29, 1.46, 1.64, 1.89, .89            3.4%
           Dividends P/S         $ .13, .17, .24, .28, .32, .36, .40, .48, .52, .60                 18.5%
           Price/Earnings Ratio                                                              53.0

  450,000 Gannett Co., Inc. @ 74 7/8                                                                            33,693,750
           Publishes 81 daily/50 nondaily newspapers,
           operates 10 TV, 8 FM and 7 AM stations
           Earnings P/S          $ 1.98, 2.26, 2.47, 2.36, 2.08, 2.26, 2.64, 3.06, 3.34, 3.64        7.0%
           Dividends P/S         $ .94, 1.02, 1.11, 1.21, 1.24, 1.26, 1.30, 1.34, 1.38, 1.42         4.7%
           Price/Earnings Ratio                                                              19.7
  500,000 McGraw-Hill Companies, Inc. @ 46 1/8                                                                  23,062,500
           Provides informational products and services
           for business and industry
           Earnings P/S          $ 1.64, 1.92, .91, 1.77, 1.58, 1.58, .12, 2.00, 2.24, 2.43          4.5%
           Dividends P/S         $ .84, .92, 1.00, 1.08, 1.10, 1.12, 1.14, 1.16, 1.20, 1.32          5.2%
           Price/Earnings Ratio                                                              19.2
                                                                                                            --------------
                                                                                                                82,706,250
                                                                                                            --------------

Packaging (2.36%)
  650,000 Bemis Company, Inc. @ 36 7/8                                                                          23,968,750
           Producer of a broad range of flexible
           packaging and equipment and pressure
           sensitive materials
           Earnings P/S          $ .59, .74, .90, .99, .98, 1.14, .84, 1.33, 1.55, 1.84             13.5%
           Dividends P/S         $.18, .22, .30, .36, .42, .46, .50, .54, .64, .72                  16.7%
           Price/Earnings Ratio                                                                20
  775,000 Sonoco Products Corp. @ 25 7/8                                                                        20,053,125
           Leading manufacturer of containers,
           paper products and packaging
           Earnings P/S          $ .77, 1.10, 1.18, .52, 1.07, 1.13, .99, 1.24, 1.65, 1.81          10.0%
           Dividends P/S         $.21, .30, .39, .43, .44, .48, .50, .53, .59, .65                  13.4%
           Price/Earnings Ratio                                                              14.7
                                                                                                            --------------
                                                                                                                44,021,875
                                                                                                            --------------
Retail (2.88%)
  125,000 May Dept. Stores Co. (The) @ 46 3/4                                                                    5,843,750
           Operates 318 department stores
           and 3,295 shoe stores
           Earnings P/S          $ 1.45, 1.82, 1.76, 1.80, 2.01, 2.15, 2.60, 2.91, 2.73, 2.73        7.3%
           Dividends P/S         $ .50, .56, .63, .70, .73, .75, .81, .91, 1.01, 1.13                9.5%
           Price/Earnings Ratio                                                              16.4
  811,400 Pep Boys - Manny, Moe & Jack (The) @ 30 3/4                                                           24,950,550
           Retailer of automotive parts and accessories
           Earnings P/S          $ .62, .76, .63, .70, .64, .87, 1.01, 1.27, 1.33, 1.57             10.9%
           Dividends P/S         $ .08, .09, .11, .12, .13, .14, .15, .17, .19, .21                 11.3%
           Price/Earnings Ratio                                                              18.3
1,000,000  Wal-Mart Stores, Inc. @ 22 7/8                                                                        22,875,000
           Operates chain of discount department stores
           Earnings P/S          $ .28, .37, .48, .55, .64, .80, .97, 1.11, 1.24, 1.27              18.3%
           Dividends P/S         $ .03, .04, .06, .07, .09, .11, .13, .17, .20, .21                 24.1%
           Price/Earnings Ratio                                                              18.8
                                                                                                            --------------
                                                                                                                53,669,300
                                                                                                            --------------

Telecommunications (2.73%)
  400,000 Century Telephone Enterprise, Inc. @ 30 7/8                                                           12,350,000
           Louisiana based telecommunications company
           Earnings P/S          $ .60, .58, .51, .67, .63, .72, 1.09, 1.39, 1.59, 2.12, 2.15       15.2%
           Dividends P/S         $ .253, .264, .272, .280, .287, .293, .310, .320, .330, .360        9.0%
           Price/Earnings Ratio                                                              14.2
  792,700 Frontier Corp. @ 22 5/8                                                                               17,934,838
           Fifth largest long distance
           telephone company
           Earnings P/S          $ .93, 1.06, .99, .96, 1.14, 1.01, 1.15, 1.44, .89, 1.87            8.1%
           Dividends P/S         $ .66, .68, .71, .73, .75, .77, .79, .81, .83, .85                  2.9%
           Price/Earnings Ratio                                                              12.1
  400,000 SBC Communications, Inc. @ 51 3/4                                                                     20,700,000
           Provides telephone service throughout the
           United States and internationally
           Earnings P/S          $ 1.74, 1.76, 1.82, 1.84, 1.85, 2.11, 2.34, 2.67, 2.96, 3.40        7.7%
           Dividends P/S         $ 1.14, 1.22, 1.29, 1.36, 1.41, 1.45, 1.50, 1.56, 1.63, 1.70        4.5%
           Price/Earnings Ratio                                                              14.7
                                                                                                            --------------
                                                                                                                50,984,838
                                                                                                            --------------

Tobacco (1.81%)
  300,000 Philip Morris Cos., Inc. @ 112 5/8                                                                    33,787,500
                                                                                                            --------------
           Global tobacco, brewing and food company
           Earnings P/S          $ 1.94, 2.22, 3.18, 3.83, 4.36, 4.95, 5.01, 4.56, 6.25, 7.40       16.0%
           Dividends P/S         $ .79, 1.01, 1.25, 1.55, 1.91, 2.35, 2.60, 3.03, 3.65, 4.40        21.0%
           Price/Earnings Ratio                                                              15.3

Transportation (0.57%)
  250,000 CSX Corp. @ 42 1/4                                                                                    10,562,500
                                                                                                            --------------
           International transportation company with
           interests in rail and ocean container shipping
           Earnings P/S          $ 2.78, (.30), 4.11, 3.62, 2.05, (2.38), 1.74, 2.70, 2.77, 4.15     4.6%
           Dividends P/S         $ .59, .62, .64, .70, .72, .76, .79, .88, .92, 1.04                 6.5%
           Price/Earnings Ratio                                                              10.1

Utilities (1.42%)
  400,000 National Fuel Gas Co. @ 41 1/4                                                                        16,500,000
           Integrated natural gas system serving N.Y.,
           PA. and Ohio
           Earnings P/S          $ 1.49, 1.65, 1.93, 1.83, 1.68, 1.94, 2.21, 2.23, 2.03, 2.79        7.2%
           Dividends P/S         $ 1.19, 1.25, 1.32, 1.40, 1.45, 1.49, 1.53, 1.57, 1.61, 1.67        3.8%
           Price/Earnings Ratio                                                              15.1
  260,000 Union Electric Co. @ 38 1/2                                                                           10,010,000
           Largest electric utility in Missouri
           Earnings P/S          $ 2.91, 2.56, 2.91, 2.74, 3.03, 2.61, 3.09, 2.87, 2.86, 2.97        0.2%
           Dividends P/S         $ 1.92, 1.94, 2.02, 2.10, 2.18, 2.26, 2.34, 2.40, 2.46, 2.51        3.0%
           Price/Earnings Ratio                                                              13.1
                                                                                                            --------------
                                                                                                                26,510,000
                                                                                                            --------------
                                                                             TOTAL COMMON STOCKS
                                                                           (Cost $1,142,653,405)             1,557,759,850
                                                                                                            --------------

PREFERRED STOCKS (0.58%)
  125,000 Enron Corp. ACES,
           Conv Pfd 6.25% @ 24                                                                                   3,000,000
  250,000 Salomon, Inc., Ser FSA,
           Conv Pfd 7.625% @ 30 7/8                                                                              7,718,750
                                                                                                            --------------

                                                                          TOTAL PREFERRED STOCKS
                                                                               (Cost $9,375,000)                10,718,750
                                                                                                            --------------

PAR VALUE
(000's
OMITTED)
- ------------
<S>
CORPORATE BONDS (3.16%)
   $3,500  Arkla Power, Inc., Deb 10.00%,
           11-15-19 @ 111.396                                                                                    3,898,860
    4,000  BankAmerica Corp., Sub Note
           8.125%, 02-01-02 @ 105.808                                                                            4,232,320
    1,000  BankAmerica Corp., Sub Note
           8.95%, 11-15-04 @ 106.091                                                                             1,060,910
    5,000  Cablevision Systems Corp., Sr Sub
           Deb 10.75%, 04-01-04 @ 104.00                                                                         5,200,000
    7,385  Century Communications, Inc.,
           Deb. 11.875%, 10-15-03 @ 106.00                                                                       7,828,100
    5,000  Comcast Corp., Sr Sub Deb 10.25%,
           10-15-01 @ 107.50                                                                                     5,375,000
    3,000  First Union Corp., Sub Note 8.00%,
           08-15-09 @ 103.302                                                                                    3,099,060
    5,000  Georgia-Pacific Corp., Deb 9.50%,
           02-15-18 @ 104.608                                                                                    5,230,400
    5,000  GTE North Inc., Telephone Facility
           Lease Bonds, 9.60%, 01-01-21
           @ 112.170                                                                                             5,608,500
    3,000  Long Island Lighting Co., Gen Ref Mort,
           9.625%, 07-01-24 @ 106.351                                                                            3,190,530
    2,250  Long Island Lighting Co., Gen Ref Mort,
           9.75%, 05-01-21 @ 106.788                                                                             2,402,730
    2,000  NCNB Corp, Deb 9.125%, 10-15-01
           @ 109.884                                                                                             2,197,680
    4,000  Owen-Illinois, Inc., Sr Sub Note 10.00%,
           08-01-02 @ 104.50                                                                                     4,180,000
    5,500  Viacom, Inc., Sr Sub Note 7.75%,
           06-01-05 @ 98.467                                                                                     5,415,685
                                                                                                            --------------
                                                                           TOTAL CORPORATE BONDS
                                                                              (Cost $57,807,224)                58,919,775
                                                                                                            --------------

UNITED STATES GOVERNMENT
AND AGENCIES OBLIGATIONS (6.04%)
   $9,768  Federal Home Loan Mort.
           Corp. Sr Sub 7.50%, 07-01-26
           @ 101.375                                                                                             9,902,323
    5,000  Federal Home Loan Mort. Corp.
           Sr Sub 8.00%, 12-15-08 @ 102.593                                                                      5,129,650
   10,000  Federal National Mort. Assn.
           Sr Sub 6.18%, 12-10-01 @ 98.547                                                                       9,854,700
    9,633  Federal National Mort. Assn.
           Sr Sub 6.50%, 04-01-11 @ 98.156                                                                       9,455,225
    6,782  Federal National Mort. Assn.
           Sr Sub 7.00%, 07-01-11 @ 99.875                                                                       6,773,334
    4,991  Government National Mort. Assn.,
           8.00% 08-15-24 @ 102.187                                                                              5,100,430
    4,931  Government National Mort. Assn.,
           7.5% 07-15-26 @ 100.031                                                                               4,932,860
    4,947  Government National Mort. Assn.,
           7.5% 11-15-26 @100.031                                                                                4,948,185
   20,000  United States Treasury, Note 7.75%,
           12-31-99 @ 104.594                                                                                   20,918,800
   22,800  United States Treasury, Bond 10.75%,
           08-15-05 @ 128.297                                                                                   29,251,716
    4,000  United States Treasury, Note 6.50%,
           10-15-06 @ 100.547                                                                                    4,021,880
    2,000  United States Treasury, Bond 8.125%,
           08-15-19 @ 115.5625                                                                                   2,311,250
                                                                                                            --------------
                                                                  TOTAL UNITED STATES GOVERNMENT
                                                                        AND AGENCIES OBLIGATIONS
                                                                             (Cost $111,992,237)               112,600,353
                                                                                                            --------------

SHORT-TERM INVESTMENTS (6.91%)
  $68,123  Joint Repurchase Agreement (3.65%)
           Investment in a joint repurchase
           agreement transaction with
           Lehman Brothers, Inc. -
           Dated 12-31-96,
           Due 01-02-97 (secured by
           U.S. Treasury Bonds,
           7.25% thru 12.50%
           due 08-15-14 thru
           08-15-22) - Note A                                                                        6.70%     $68,123,000
                                                                                                            --------------

Short-Term Notes (3.21%)
   20,000  Federal Home Loan Mort. Corp. Disc.
                                 Note 5.50%, 01-14-97                                                           19,960,278
   39,957  Federal Home Loan Mort.
           Corp. Disc. Note 5.525%, 01-17-97                                                                    39,859,067
                                                                                                            --------------
                                                                          TOTAL SHORT-TERM NOTES                59,819,345
                                                                                                            --------------
Corporate Savings Account (0.05%)
Investors Bank & Trust
Company Daily Interest
Savings Account Current
Rate 4.75%                                                                                                       1,024,655
                                                                                                            --------------
                                                                    TOTAL SHORT-TERM INVESTMENTS   (6.91%)     128,967,000
                                                                                                 --------   --------------
                                                                               TOTAL INVESTMENTS (100.19%)  $1,868,965,728
                                                                                                 ========   ==============

NMF No Meaningful Figure

The percentage shown for each investment category is the total value of that category
as a percentage of the net assets of the Fund.

See notes to financial statements.

</TABLE>


NOTES TO 
FINANCIAL STATEMENTS

John Hancock Funds - Sovereign Investors Fund

NOTE A --
ACCOUNTING POLICIES 

John Hancock Investment Trust, (the "Trust"), is an open-end management 
investment company registered under the Investment Company Act of 1940. 
The Trust consists of three series portfolios: John Hancock Sovereign 
Investors Fund (the "Fund"), John Hancock Growth and Income Fund and 
John Hancock Sovereign Balanced Fund.  The other two series of the Trust 
are reported in separate financial statements. The investment objective 
of the Fund is to provide long term growth of capital and of income 
without assuming undue market risks.

The Trustees have authorized the issuance of multiple classes of the 
Fund, designated as Class A, Class B and Class C shares. The shares of 
each class represent an interest in the same portfolio of investments of 
the Fund and have equal rights to voting, redemptions, dividends, and 
liquidation, except that certain expenses, subject to the approval of 
the Trustees, may be applied differently to each class of shares in 
accordance with current regulations of the Securities and Exchange 
Commission. Shareholders of a class which bears distribution and service 
expenses under terms of a distribution plan have exclusive voting rights 
regarding such distribution plan. Significant accounting policies of the 
Fund are as follows:

VALUATION OF INVESTMENTS Securities in the Fund's portfolio are valued 
on the basis of market quotations, valuations provided by independent 
pricing services or, at fair value as determined in good faith in 
accordance with procedures approved by the Trustees. Short-term debt 
investments maturing within 60 days are valued at amortized cost which 
approximates market value.

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the 
Securities and Exchange Commission, the Fund, along with other 
registered investment companies having a management contract with John 
Hancock Advisers, Inc. (the "Adviser"), a wholly-owned subsidiary of The 
Berkeley Financial Group, may participate in a joint repurchase 
agreement. Aggregate cash balances are invested in one or more 
repurchase agreements, whose underlying securities are obligations of 
the U.S. government and/or its agencies. The Fund's custodian bank 
receives delivery of the underlying securities for the joint account, on 
the Fund's behalf. The Adviser is responsible for ensuring that the 
agreement is fully collateralized at all times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the 
date of purchase, sale or maturity. Net realized gains and losses on 
sales of investments are determined on the identified cost basis.

FEDERAL INCOME TAXES  The Fund's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all its taxable income, 
including any net realized gain on investments, to its shareholders. 
Therefore, no federal income tax provision is required.

DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment 
securities is recorded on the ex-dividend date. Interest income on 
investment securities is recorded on the accrual basis.

The Fund records all distributions to shareholders from net investment 
income and realized gains on the ex-dividend date. Such distributions 
are determined in conformity with income tax regulations which may 
differ from generally accepted accounting principles. Dividends paid by 
the Fund with respect to each class of shares will be calculated in the 
same manner, at the same time and will be in the same amount, except for 
the effect of expenses that may be applied differently to each class.

EXPENSES The majority of the expenses of the Trust are directly 
identifiable to an individual Fund. Expenses which are not readily 
identifiable to a specific Fund are allocated in such a manner as deemed 
equitable, taking into consideration, among other things, the nature and 
type of expense and the relative size of the Funds.

CLASS ALLOCATIONS Income, common expenses and realized and unrealized 
gains (losses) are calculated at the Fund level and allocated daily to 
each class of shares based on the appropriate net assets of the 
respective classes. Transfer agent, and distribution and service fees, if any, 
are calculated daily at the class level based on the appropriate net 
assets of each class and the specific expense rate(s) applicable to each 
class.

USE OF ESTIMATES The preparation of these financial statements in 
accordance with generally accepted accounting principles incorporates 
estimates made by management in determining the reported amounts of 
assets, liabilities, revenues, and expenses of the Fund. Actual results 
could differ from these estimates.

DISCOUNT ON SECURITIES The Fund accretes discount from par value on 
investment securities from either the date of issue or date of purchase 
over the life of the security, as required by the Internal Revenue Code. 

NOTE B --
MANAGEMENT FEE AND TRANSACTIONS 
WITH AFFILIATES AND OTHERS 

Under the present investment management contract, the Fund pays a 
quarterly management fee to the Adviser for a continuous investment 
program equivalent on an annual basis, to the sum of (a) 0.60% of the 
first $750,000,000 of the Fund's average daily net asset value, (b) 
0.55% of the next $750,000,000, (c) 0.50% of the next $1,000,000,000 and 
(d) 0.45% of the Fund's average daily net asset value in excess of 
$2,500,000,000. The Adviser has entered into a sub advisory agreement 
with Sovereign Asset Management Corporation ("SAMCORP") an affiliate of 
the Adviser, to provide certain investment research and portfolio 
management services to the Fund, for which the Adviser pays SAMCORP 40% 
of its management fee.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly-owned subsidiary of the Adviser. For the period ended 
December 31, 1996, net sales charges received with regard to sales of 
Class A shares amounted to $3,840,458. Out of this amount, $604,382 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $1,509,424 was paid as sales commissions 
to unrelated broker-dealers and $1,726,652 was paid as sales commissions 
to sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker dealers. The Adviser's indirect parent, 
John Hancock Mutual Life Insurance Company ("JHMLICo"), is the indirect 
sole shareholder of Distributors and until November 29, 1996, was the sole
indirect shareholder of John Hancock Freedom Securities Corporation and 
its subsidiaries, which include Tucker Anthony and Sutro.

Class B shares which are redeemed within six years of purchase will be 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.0% of the lesser of the current market value at the 
time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses related to providing 
distribution related services to the Fund in connection with the sale of 
Class B shares. For the period ended December 31, 1996 contingent 
deferred sales charges paid to JH Funds amounted to $692,899.

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted a Distribution 
Plan with respect to Class A and Class B pursuant to Rule 12b-1 under 
the Investment Company Act of 1940. Accordingly, the Fund will make 
payments to JH Funds for distribution and service expenses, at an annual 
rate not to exceed 0.30% of Class A average daily net assets and 1.00% 
of Class B average daily net assets to reimburse JH Funds for its 
distribution and service costs. Up to a maximum of 0.25% of such 
payments may be service fees as defined by the amended Rules of Fair 
Practice of the National Association of Securities Dealers. Under the 
amended Rules of Fair Practice, curtailment of a portion of the Fund's 
12b-1 payments could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Signature 
Services, Inc. ("Signature Services"), an indirect subsidiary of 
JHMLICo. Class A and Class B shares pay transfer agent fees based on the 
number of shareholder accounts and certain out-of-pocket expenses. Class 
C shares pay a monthly transfer agent fee equivalent, on an annual 
basis, to 0.10% of the average daily net asset value of Class C shares 
of the Fund.

The Fund has an agreement with the Adviser to perform necessary  tax and 
financial management services for the Fund.  The compensation for 1996 
was paid at an annual rate of 0.01875% of the average net assets of the 
Fund.

Mr. Edward J. Boudreau, Jr., Ms. Anne C. Hodsdon and Mr. Richard S. 
Scipione are Trustees and officers of the Adviser and its affiliates, as 
well as Trustees of the Fund. The compensation of unaffiliated Trustees 
is borne by the Fund. Effective with the fees paid for 1995, the 
unaffiliated Trustees may elect to defer for tax purposes their receipt 
of this compensation under the John Hancock Group of Funds Deferred 
Compensation Plan. The Fund makes investments into other John Hancock 
funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investment to cover the deferred 
compensation had unrealized appreciation of $7,293.

NOTE C --
INVESTMENT TRANSACTIONS 

Purchases and proceeds from sales of securities, other than obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended December 31, 1996, aggregated $612,489,945 and 
$643,516,067, respectively. Purchases and proceeds from sales of 
obligations of the U.S. government and its agencies aggregated 
$ 338,371,359 and $268,080,191, respectively. The cost of investments 
owned at December 31, 1996 (excluding the corporate savings account), 
for Federal income tax purposes was $1,450,409,355. Gross unrealized 
appreciation and depreciation of investments aggregated $428,761,146 and 
$11,229,428, respectively, resulting in net unrealized appreciation of 
$417,531,718.


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of 
John Hancock Investment Trust --
John Hancock Sovereign Investors Fund 

We have audited the accompanying statement of assets and liabilities of 
the John Hancock Sovereign Investors Fund (the "Fund"), one of the 
portfolios constituting John Hancock Investment Trust, including the 
schedule of investments, as of December 31, 1996, and the related 
statement of operations for the year then ended, the statement of 
changes in net assets for each of the two years in the period then 
ended, and the financial highlights for each of the four years in the 
period then ended. These financial statements and financial highlights 
are the responsibility of the Fund's management. Our responsibility is 
to express an opinion on these financial statements and financial 
highlights based on our audits. The financial highlights of John Hancock 
Sovereign Investors Fund for the year ended December 31, 1992 were 
audited by other auditors whose report dated February 3, 1993 expressed 
an unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements and financial highlights. Our 
procedures included confirmation of securities owned as of December 31, 
1996, by correspondence with the custodian and brokers, and other 
auditing procedures when replies from brokers were not received. An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of the John Hancock Sovereign Investors Fund 
portfolio of John Hancock Investment Trust at December 31, 1996, the 
results of its operations for the year then ended, the changes in its 
net assets for each of the two years in the period then ended, and the 
financial highlights for each of the four years in the period then 
ended, in conformity with generally accepted accounting principles.

                                            /S/ ERNST & YOUNG LLP
Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax Purposes, the following information is furnished 
with respect to the taxable distributions of the Fund for its fiscal 
year ended December 31, 1996.

The Fund designated a distribution to shareholders of $87,931,210 as 
long-term capital gain dividends. Shareholders were mailed a 1996 U.S. 
Treasury Department form 1099-DIV in January 1997 representing their 
proportionate share.

U.S. Government Obligations: Income from these investments may be exempt 
from certain state and local taxes. The percentage of assets invested in 
U.S. Treasury bonds, bills and notes was 3.01% at year end. The 
percentage of income derived from U.S. Treasury bonds, bills and notes 
was 7.89%. The percentage of assets invested in obligations of other 
U.S. government agencies (excluding securities issued by Federal 
National Mortgage Association and Government National Mortgage 
Association) was 6.11% at year end. The percentage of income derived 
from these types of investments was 2.02%. For specific information on 
exemption provisions in your state, consult your local tax office or 
your tax adviser.

With respect to the Fund's ordinary taxable income for the fiscal year 
ended December 31, 1996, 59.86% qualify for the dividends received 
deduction.

For specific information on exemption provisions in your state, consult 
your local state tax office or your tax adviser.


SHAREHOLDER MEETING (UNAUDITED)

On July 2, 1996, a special meeting of John Hancock Sovereign Investors 
Fund was held.

The shareholders approved an Agreement and Plan of Reorganization for 
the Fund.  The shareholder votes were 44,708,064 FOR, 944,047 AGAINST 
and 3,731,703 ABSTAINING.

The shareholders elected the following Trustees with the votes as 
indicated:

NAME OF TRUSTEE                  FOR                       WITHHELD
- ----------------             ----------                   ----------
Edward J. Boudreau, Jr.      60,422,606                   1,239,940
Thomas W.L. Cameron          60,431,912                   1,230,635
James F. Carlin              60,452,947                   1,209,600
William H. Cunningham        60,391,144                   1,271,403
Charles F. Fretz             60,451,947                   1,210,600
Harold R. Hiser, Jr.         60,384,081                   1,278,466
Anne C. Hodsdon              60,447,511                   1,215,036
Charles L. Ladner            60,450,752                   1,211,795
Leo E. Linbeck, Jr.          60,370,571                   1,291,976
Patricia P. McCarter         60,439,937                   1,222,609
Steven R. Pruchansky         60,453,752                   1,208,795
Richard S. Scipione          60,444,183                   1,218,364
Norman H. Smith              60,454,628                   1,207,919
John P. Toolan               60,384,745                   1,277,802

Historical Data (Unaudited)
The table below shows the record of the Fund during the past periods.
- ---------------------------------------------------------------------

CLASS A                                   PER SHARE
YEAR                       -------------------------------------------
ENDED        SHARES         DIVIDENDS      NET ASSET     CAPITAL GAINS
DEC. 31    OUTSTANDING     FROM INCOME      VALUE        DISTRIBUTION
- -------   ------------     ------------   ---------     -------------
1985        2,105,220         $.53         $11.31          $.44
1986        2,807,182          .55          12.36           .87
1987        3,701,248          .58          10.96           .90
1988        4,099,131          .60          11.19           .38
1989        5,274,426          .61          12.60           .58
1990        6,991,411          .59          11.94           .60
1991       13,560,178          .53          14.31           .67
1992       59,053,529          .45          14.78           .09
1993       83,332,510          .42          15.10           .09
1994       76,585,860          .46          14.24           .11
1995       71,652,920          .40          17.87           .08
1996       73,390,083          .36          19.48          1.16

CLASS B                                   PER SHARE
YEAR                        -------------------------------------------
ENDED       SHARES          DIVIDENDS      NET ASSET      CAPITAL GAINS
DEC. 31   OUTSTANDING      FROM INCOME      VALUE         DISTRIBUTION
- -------   ------------     ------------   ---------     -------------
1994        8,996,738         $.36         $14.24          $.11
1995       14,432,679          .28          17.86           .08
1996       20,888,201          .22          19.46          1.16

CLASS C                                   PER SHARE
YEAR                        -------------------------------------------
ENDED       SHARES          DIVIDENDS      NET ASSET      CAPITAL GAINS
DEC. 31   OUTSTANDING      FROM INCOME      VALUE         DISTRIBUTION
- -------   ------------     ------------   ---------     -------------
1993          674,320         $.34         $15.11          $.09
1994        1,062,699          .51          14.24           .11
1995        1,116,297          .46          17.87           .08
1996        1,510,614          .43          19.48          1.16


Dividend Increases (Unaudited)
Listed below are the most recent dividend increases for the common 
stocks held in the Sovereign Investors Fund as of December 31, 1996
- -------------------------------------------------------------------

                                                          PERCENT OF
COMPANY                                               DIVIDEND INCREASE
- --------                                             -------------------
Abbott Laboratories                                         14.3%
AFLAC Corp.                                                 15.3
Air Products & Chemicals, Inc.                               5.8
Alco Standard Corp.                                          7.7
American Home Products Corp.                                 6.5
American International Group                                17.6
AMP, Inc.                                                    8.7
Archer-Daniel Midland Co.                                    5.0
Automatic Data Processing, Inc.                             15.0
BankOne Corp.                                               10.0
Bemis Company, Inc.                                         12.5
Century Telephone Enterprise, Inc.                           9.1
ConAgra, Inc.                                               14.7
CoreStates Financial Corp.                                  11.9
CPC International, Inc.                                      7.9
CSX Corp.                                                   18.2
Dover Corp.                                                 13.3
E I DuPont De Nemours & Co.                                  9.6
Electronic Data Systems Corp.                               15.4
Emerson Electric Co.                                        10.2
Exxon Corp.                                                  5.3
Federal Signal Corp.                                        15.5
First Tennessee National Corp.                              13.2
Frontier Corp.                                               2.4
Gannett Co., Inc.                                            2.9
General Electric Co.                                        13.0
General RE Corp.                                             4.1
Hewlett Packard Co.                                         20.0
Illinois Tool Works, Inc.                                   11.8
Interpublic Group, Inc.                                      9.7
Johnson & Johnson                                           15.2
KeyCorp.                                                     5.6
Kimberly-Clark Corp.                                         2.2
Leggett & Platt, Inc.                                        9.1

                                                           PERCENT OF
COMPANY                                                DIVIDEND INCREASE
- -------                                                -----------------
Eli Lilly Co.                                                5.1%
Masco Corp.                                                  5.3
May Department Stores Co.                                   12.5
McGraw-Hill Companies, Inc.                                 10.0
Medtronic, Inc.                                             46.2
Merck & Co., Inc.                                           17.6
National Fuel Gas Co.                                        3.7
NationsBank Corp.                                           13.8
Nucor Corp.                                                 14.3
Pall Corp.                                                  16.7
Pentair, Inc.                                                8.0
Pep Boys - Manny, Moe, & Jack (The)                         10.5
PepsiCo, Inc.                                               15.0
Pfizer, Inc.                                                15.4
Philip Morris Cos., Inc.                                    20.0
Pitney Bowes, Inc.                                          15.0
PPG Industries, Inc.                                         6.7
Procter & Gamble Co.                                        12.5
Questar Corp.                                                3.4
Reliastar Financial Corp.                                   12.0
Rockwell International Corp.                                 7.4
RPM, Inc.                                                    8.3
Sara Lee Corp.                                              10.5
Sigma-Aldrich Corp.                                         13.6
Sonoco Products Corp.                                       10.0
SBC Communications, Inc.                                     4.2
Sysco Corp.                                                 15.4
Union Electric Co.                                           1.6
U.S. Bancorp                                                10.7
W.W. Grainger, Inc.                                          8.7
Wal-Mart Stores, Inc.                                        5.0
Worthington Industries, Inc.                                 9.1
                                                          ------
The average dividend increase for this group was            11.0%
                                                          ======
John Hancock Funds - Sovereign Investors Fund

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John Hancock Funds - Sovereign Investors Fund

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charges, investment objectives and operating policies.

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