HANCOCK JOHN CAPITAL SERIES
497, 1995-03-15
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                John Hancock Sovereign Bond Fund, May 1, 1994              
                    John Hancock Growth Fund, May 1, 1994              
               John Hancock Special Value Fund, April 1, 1994              
             John Hancock Sovereign Investors Fund, May 1, 1994              
             John Hancock Sovereign Balanced Fund, May 1, 1994              
          John Hancock Limited Term Government Fund, May 1, 1994              
             John Hancock Global Technology Fund, May 1, 1994              
       John Hancock National Aviation & Technology Fund, May 1, 1994          
              John Hancock Tax-Exempt Income Fund, May 1, 1994              

                  Supplement to Class A and Class B Prospectus

The "Qualifying for a Reduced Sales Charge" section under SHARE PRICE is 
supplemented as follows:

     Effective March 15, 1995, participant directed defined contribution plans
     with at least 100 eligible employees at the inception of the Fund account
     may purchase Class A shares of the Fund without an initial sales charge but
     if the shares are redeemed within 12 months after the end of the calendar
     year in which the purchase was made, a contingent deferred sales charge
     will be imposed at the rate for Class A shares described in the prospectus.

March 15, 1995
<PAGE>

John Hancock
Special Value Fund
Class A and Class B Shares
Prospectus
April 1, 1994 as Revised November 7, 1994 

TABLE OF CONTENTS 

                                                        Page

Expense Information                                        2 
The Fund's Financial Highlights                            3 
Investment Objective and Policies                          4 
Organization and Management of the Fund                    8 
Alternative Purchase Arrangements                          9 
The Fund's Expenses                                       10 
Dividends and Taxes                                       11 
Performance                                               12 
How to Buy Shares                                         12 
Share Price                                               14 
How to Redeem Shares                                      20 
Additional Services and Programs                          21 
Institutional Investors                                   25 

This Prospectus sets forth information about John Hancock Special Value Fund 
(the "Fund"), a series of John Hancock Capital Series (the "Trust") that you 
should know before investing. Please read and retain it for future reference. 

Additional information about the Fund has been filed with the Securities and 
Exchange Commission (the "SEC"). You can obtain a copy of the Fund's 
Statement of Additional Information, dated April 1, 1994, and incorporated by 
reference in this Prospectus, free of charge by writing to or by telephoning: 
John Hancock Investor Services Corporation, Post Office Box 9116, Boston, 
Massachusetts 02205-9116, 1-800-225-5291 (1-800-554-6713 TDD). 

Shares of the Fund are not deposits or obligations of, or guaranteed or 
endorsed by, any bank, and the shares are not federally insured by the 
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any 
other agency. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE. 

                                        
<PAGE>
 
EXPENSE INFORMATION 

The purpose of the following information is to help you to understand the 
various fees and expenses you will bear, directly or indirectly. Since the 
Fund does not yet have an operating history, the costs and expenses included 
in the table and hypothetical example below are based on estimated fees and 
expenses for a full fiscal year and should not be considered as 
representative of future expenses. Actual fees and expenses may be greater or 
less than those indicated. Moreover, while the example assumes a 5% annual 
return, the Fund's actual performance will vary and may result in an actual 
return greater or less than 5%. 


                                                    Class A        Class B 
                                                    Shares**      Shares** 

Shareholder Transaction Expenses 
  (As a percentage of offering 
  price) 
Maximum sales charge imposed on purchases             5.00%          None 
Maximum sales charge imposed on reinvested 
  dividends                                           None           None 
Maximum deferred sales charge                         None*          5.00% 
Redemption fee+                                       None           None 
Exchange fee                                          None           None 
Annual Fund Operating Expenses (As a percentage 
  of average net assets) 
Management fee                                        0.70%          0.70% 
12b-1 fee***                                          0.30%          1.00% 
Transfer Agent fee                                    0.30%          0.32% 
Other expenses                                        0.75%          0.75% 
Less reimbursement of expenses by Adviser (a)        (1.05)%        (1.05)% 
Total Fund operating expenses                         1.00%          1.72% 


*No sales charge is payable at the time of purchase on investments of $1 
million or more, but for such investments a contingent deferred sales charge 
of up to 1.00% may be imposed, as described under the caption "Share Price," 
in the event of certain redemption transactions within one year of purchase. 
**The information set forth in the foregoing table relates only to the Class 
A shares and Class B shares. The Board of Trustees has authorized the 
issuance of three classes of the Fund, designated Class A, Class B and Class 
C. See "Organization and Management of the Fund." Class C shares are only 
offered to certain institutional investors and are described in a separate 
prospectus. Some individual investors who are currently eligible to purchase 
Class A and Class B shares may also be participants in plans that are 
eligible to purchase Class C shares. See "How to Buy Shares--Institutional 
Investors." Class C shares are not subject to a sales charge on purchases, 
redemptions, or reinvested dividends, nor are they subject to deferred sales 
charges or an exchange fee. Class C expenses are identical to those of Class 
A shares except that the transfer agent fee may differ and there is no 12b-1 
Fee on Class C shares. 
***The amount of the 12b-1 fee used to cover service expenses will be up to 
0.25% of the Fund's average net assets, and the remaining portion will be 
used to cover distribution expenses. Distribution expenses under the Class A 
Plan are not carried beyond one year from the date these expenses were 
incurred. Unreimbursed expenses under the Class B Plan will be carried 
forward with interest. See "The Fund's Expenses." 
+Redemption by wire fee (currently $4.00) not included. 
(a)Annual Fund operating expenses reflect the expenses net of the Adviser's 
reimbursement or waiver of common expenses in excess of 0.40% of the Fund's 
average net assets amounting to 1.05% of the Fund's average net assets of 
Class A and Class B shares, respectively. In the absence of reimbursement or 
waiver by the Adviser, the total expenses would have been 2.05% and 2.77%, 
respectively. 

<TABLE>
<CAPTION>
              Example                   1 Year       3 Years 
<S>                                        <C>           <C>
You would pay the following 
  expenses for the indicated period 
  of years on a hypothetical $1,000 
  investment, assuming a 5% annual 
  return: 
Class A Shares                             $60           $80 
Class B Shares 
 --Assuming complete redemption at 
  end of period                            $67           $84 
 --Assuming no redemption                  $17           $54 
</TABLE>

You would pay the following expenses for the indicated period of years on a 
hypothetical $1,000 investment in Class C shares, assuming a 5% annual 
return; 1 year, $5; and 3 years $16. 
(This example should not be considered a representation of past or future 
expenses. Actual expenses may be greater or less than those shown.) 

The Fund's payment of a distribution fee may result in a long-term 
shareholder indirectly paying more than the economic equivalent of the 
maximum front-end sales charge permitted under the National Association of 
Securities Dealers Rules of Fair Practice. 

The management and 12b-1 fees referenced above are more fully explained in 
this Prospectus under the caption "The Fund's Expenses" and in the Statement 
of Additional Information under the captions "Investment Advisory and Other 
Services" and "Distribution Contract." 

                                       
<PAGE>
 
THE FUND'S FINANCIAL HIGHLIGHTS (Unaudited) 

The following unaudited table of Financial Highlights is for the period 
January 3, 1994 (commencement of operations) to January 31, 1994 and is 
included in the Statement of Additional Information. 

                                                      For the Period from 
                                                      January 3, 1994 to 
                                                       January 31, 1994 

CLASS A 
Per Share Operating Performance 
 Net Asset Value, Beginning of Period                        $8.50 
 Net Investment Income                                        0.01 
 Net Realized and Unrealized Gain on Investments 
  Sold                                                        0.20 
  Total from Investment Operations                            0.21 
 Net Asset Value, End of Period                              $8.71 
  Total Investment Return at Net Asset Value                  2.47%(b) 
Ratios and Supplemental Data 
 Net Assets, End of Period (000's omitted)                   $ 881 
 Ratio of Expenses to Average Net Assets                      1.00%*+ 
 Ratio of Net Investment Income to Average Net 
  Assets                                                      2.11%*+ 
 Portfolio Turnover Rate                                      0.00% 
 Ratio of Expenses to Average Net Assets (Prior 
  to Reimbursement)                                           2.05%*(a) 
 Ratio of Net Investment Income to Average Net 
  Assets (Prior to Reimbursement)                             1.06%*(a) 

CLASS B 
Per Share Operating Performance 
 Net Asset Value, Beginning of Period                        $8.50 
 Net Investment Income                                        0.00 
 Net Realized and Unrealized Gain on Investments 
  Sold                                                        0.21 
  Total from Investment Operations                            0.21 
 Net Asset Value, End of Period                              $8.71 
  Total Investment Return at Net Asset Value                  2.47%(b) 
Ratios and Supplemental Data 
 Net Assets, End of Period (000's omitted)                   $  21 
 Ratio of Expenses to Average Net Assets                      1.72%*+ 
 Ratio of Net Investment Income to Average Net 
  Assets                                                      1.39%*+ 
 Portfolio Turnover Rate                                      0.00% 
 Ratio of Expenses to Average Net Assets (Prior 
  to Reimbursement)                                           2.77%*(a) 
 Ratio of Net Investment Income to Average Net 
  Assets (Prior to Reimbursement)                             0.34%*(a) 

* On an annualized basis 
+ Reflects expense limitations in effect during the period indicated. As a 
result of such limitations, expenses of the Fund for the period ended January 
31, 1994 reflect reductions for Class A and Class B of $.01 and $.01 per 
share, respectively. 
(a) Percentages on an unreimbursed basis reflect the actual ratio of expenses 
to average net assets and the ratio of net investment income to average net 
assets prior to reimbursement. 
(b) Not annualized. 

                                       
<PAGE>
 
INVESTMENT OBJECTIVE AND POLICIES 

The investment objective of the Fund is to seek capital appreciation with 
income as a secondary objective. 

The investment objective of the Fund is to seek capital appreciation with 
income as a secondary consideration. The Fund will seek to achieve its 
objective by investing primarily in equity securities that are undervalued 
compared to alternative equity investments, and there can be no assurance 
that the Fund will realize its objective. 

The Fund will emphasize equity securities that are undervalued compared 
to alternative equity investments. 

The equity securities in which the Fund will invest consist of common stocks, 
preferred stocks, convertible debt securities and warrants of U.S. and 
foreign issuers. In selecting equity securities for the Fund, John Hancock 
Advisers, Inc. (the "Adviser") and NM Capital Management Inc. (the 
"Sub-Adviser" and together with the Adviser, the "Advisers") emphasize 
issuers whose equity securities trade at market to book value ratios lower 
than comparable issuers or the Standard & Poor's Composite Index. The Fund's 
portfolio securities will also include those considered by the Advisers to 
have the potential for capital appreciation due to potential recognition of 
earnings power or asset value which is not fully reflected in such 
securities' current market value. The Advisers attempt to identify 
investments which possess characteristics, such as high relative value, 
intrinsic value, going concern value, net asset value and replacement book 
value, which are believed to limit sustained downside price risk, generally 
referred to as the "margin of safety" concept. The Advisers also consider an 
issuer's financial strength, competitive position, projected future earnings 
and dividends and other investment criteria. These securities are 
collectively referred to as "Special Value" securities. 

The Fund's investment policy reflects the Advisers' belief that while the 
securities markets tend to be efficient, sufficiently persistent price 
anomalies exist which the strategically disciplined active equity manager can 
exploit in seeking to achieve an above average rate of return. Based on this 
premise, the Advisers have adopted a strategy of investing in low market to 
book value, out of favor, stocks. 

The Fund may invest in the securities of smaller, less well-known issuers, 
which may involve certain risks. 

The Fund's investments may include securities of both large, widely traded 
companies and smaller, less well known issuers. Higher risks are often 
associated with investments in companies with smaller market capitalizations. 
These companies may have limited product lines, markets and financial 
resources, or they may be dependent upon smaller or inexperienced management 
groups. In addition, trading volume of such securities may be limited, and 
historically the market price for such securities has been more volatile than 
securities of companies with greater capitalization. However, securities of 
companies with smaller capitalization may offer greater potential for capital 
appreciation since they may be overlooked and thus undervalued by investors. 

The Fund may also invest in fixed income securities in pursuing its 
investment objective or for temporary defensive purposes. 

The Fund may also invest in fixed income securities, consisting of U.S. 
Government securities and convertible and non-convertible corporate preferred 
stocks and debt securities. The market value of fixed income securities 
varies inversely with changes in the prevailing levels of interest rates. The 
market value of convertible securities, while influenced by the prevailing 
level of interest rates, is also affected by the changing value of the equity 
securities into which they are convertible. The Fund may purchase fixed 
income debt securities with stated maturities of up to thirty years. The 
corporate fixed income securities in which the Fund may invest, including 
convertible 

                                       
<PAGE>
 
debt securities and preferred stock, will be rated at least BBB by Standard & 
Poors' Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's") 
or, if unrated, determined to be of comparable quality by the Advisers. Under 
normal market conditions, the Fund's investments in fixed income securities 
are not expected to exceed 10% of the Fund's net assets. Debt securities 
rated Baa or BBB are considered medium grade obligations with speculative 
characteristics, and adverse economic conditions or changing circumstances 
may weaken capacity to pay interest and repay principal. If the rating of a 
debt security is reduced below Baa or BBB, the Advisers will sell it when it 
is appropriate consistent with the Fund's investment objective and policies. 

When the Advisers believe unfavorable investment conditions exist requiring 
the Fund to assume a temporary defensive investment posture, the Fund may 
hold cash or invest all or a portion of its assets in short-term instruments 
which are rated A-1 by S&P or P-1 by Moody's. 

The Fund may employ certain investment strategies to help achieve its 
investment objective. 

Foreign Securities. The Fund may invest up to 50% of its assets in securities 
of foreign issuers, including American Depositary Receipts ("ADRs"). ADRs 
(sponsored and unsponsored) are receipts typically issued by an American bank 
or trust company which evidence ownership of underlying securities issued by 
a foreign corporation, and are designed for trading in United States 
securities markets. Issuers of the shares underlying unsponsored ADRs are not 
contractually obligated to disclose material information in the United States 
and, therefore, there may not be a correlation between that information and 
the market value of the unsponsored ADR. Investments in foreign securities 
may involve risks not present in domestic investments. An investment in 
foreign securities or the holding of foreign currency may be affected 
favorably or unfavorably by changes in currency rates and in exchange control 
regulations. There may be a transaction charge or restrictions on the 
exchange of currency. Foreign companies may not be subject to accounting 
standards or government supervision comparable to those imposed on domestic 
companies and there is often less publicly available information about their 
operations. Foreign markets generally provide less liquidity than U.S. 
markets (and thus potentially greater price volatility), and typically 
provide fewer regulatory protections for investors. Foreign securities can 
also be affected by political or financial instability abroad. 

There may also be additional costs in connection with the Fund's 
international investment activities. Foreign brokerage commissions are 
generally higher than those of the U.S. Expenses may also be incurred on 
currency exchanges when the Fund changes investments from one country to 
another. Increased custodian costs as well as administrative difficulties 
(such as the need to use foreign custodians) may be associated with 
maintaining assets in foreign jurisdictions. 

Foreign Currencies. Due to its investments in foreign securities, the Fund 
may hold a portion of its assets in foreign currencies. As a result, the Fund 
may enter into forward foreign currency exchange contracts to protect against 
changes in foreign currency exchange rates. A forward foreign currency 
exchange contract involves an obligation to purchase or sell a specific 
currency at a future date at a price set at the time of the contract. 
Although hedging strategies could reduce the risk of loss due to a decline in 
the value of the hedged foreign currency, they could also limit any potential 

                                        
<PAGE>
 
gain which might result from an increase in the value of the currency in 
which the hedged security is quoted or denominated. 

Financial Futures Contracts. The Fund may buy and sell stock index and other 
financial futures contracts and options on futures contract to hedge against 
changes in securities prices, interest rates and currency exchange rates or 
for speculative purposes. The futures contracts may be based upon various 
securities, securities indices, foreign currencies and other financial 
instruments and indices. The Fund will engage in futures transactions and 
related options only to the extent permitted by the Commodity Futures Trading 
Commission. Consequently, the Fund may not purchase or sell futures contracts 
or related options for speculative purposes, except for closing purchase and 
sale transactions, if immediately thereafter the sum of the amount of initial 
margin deposits on the Fund's outstanding speculative positions in futures 
and related options and the amount of premiums paid for outstanding options 
on futures exceeds 5% of the market value of the Fund's net assets. 

Options Transactions Within Prescribed Limitations. The Fund may write listed 
and over-the-counter covered call and put options on securities in which it 
may invest and on indices composed of securities in which it may invest on up 
to 100% of its net assets. The Fund may also purchase put and call options on 
such securities and indices. All call options written by the Fund are 
covered, which means that the Fund will own the securities subject to the 
option so long as the option is outstanding. All put options written by the 
Fund are also covered, which means that the Fund would have deposited with 
its custodian cash, U.S. Government securities or other liquid high grade 
debt securities with a value at least equal to the exercise price of the put 
option. Call and put options written by the Fund will also be considered to 
be covered to the extent that the Fund's liabilities under such options are 
wholly or partially offset by its rights under call and put options purchased 
by the Fund. The Fund will treat purchased over-the-counter options and 
assets used to cover written over-the-counter options as illiquid securities. 
However, with respect to options written with primary dealers in U.S. 
Government securities pursuant to an agreement requiring a closing purchase 
transaction at a formula price, the amount of illiquid securities may be 
calculated with reference to the formula price. 

While transactions in options and futures contracts may reduce certain risks, 
such transactions entail other risks. Certain risks arise due to the 
imperfect correlations between movements in the price of options and futures 
contracts and the movements in the prices of the securities or currency that 
are the subject of such option or futures contract. In addition, the Fund 
could be prevented from opening, or realizing the benefits of closing out, a 
futures or options position because of position limits or limits on daily 
price fluctuations imposed by an exchange. There can be no assurance that a 
liquid secondary market will exist for any option or futures contract. The 
Fund's ability to hedge successfully will depend on the Advisers' ability to 
predict accurately the future direction of securities and currency markets 
and interest rates. Transactions in futures contracts involve brokerage 
costs, require margin deposits and require the Fund to segregate liquid high 
grade debt securities in an amount equal to the value of such contracts. The 
risk of loss from writing options on futures transactions is potentially 
unlimited and may exceed the amount of the premium received. 

                                        
<PAGE>
 
Lending of Securities. The Fund may lend portfolio securities to brokers, 
dealers and financial institutions if the loan is collateralized according to 
applicable regulatory requirements. When the Fund lends portfolio securities, 
there is a risk that the borrower may fail to return the securities involved 
in the transactions. As a result, the Fund may incur a loss or, in the event 
of the borrower's bankruptcy, the Fund may be delayed or prevented from 
liquidating the collateral. It is a fundamental policy of the Fund not to 
lend portfolio securities having a total value in excess of 33-1/3% of its 
total assets. 

Restricted Securities. The Fund may purchase restricted securities, including 
those eligible for resale to "qualified institutional buyers" pursuant to 
Rule 144A under the Securities Act of 1933 (the "Securities Act"), subject to 
an investment restriction limiting all illiquid securities held by the Fund 
to not more than 15% of the Fund's net assets. The Trustees will monitor the 
Fund's investments in these securities, focusing on certain factors, 
including valuation, liquidity and availability of information. This 
investment practice could have the effect of increasing the level of 
illiquidity in the Fund to the extent that qualified institutional buyers 
became for a time uninterested in purchasing these restricted securities. 

Repurchase Agreements, Forward Commitments and When-Issued Securities. The 
Fund may enter into repurchase agreements and may purchase securities on a 
forward commitment or when-issued basis. In a repurchase agreement, the Fund 
buys a security subject to the right and obligation to sell it back at a 
higher price. These transactions must be fully collateralized at all times, 
but involve some credit risk to the Fund if the other party defaults on its 
obligation and the Fund is delayed or prevented from liquidating the 
collateral. The Fund will segregate in a separate account cash or liquid, 
high grade debt securities equal in value to its forward commitments and 
when-issued securities. When the Fund engages in forward commitment and 
when-issued transactions, it relies on the seller or the buyer, as the case 
may be, to consummate the transaction. Failure to consummate the transaction 
may result in the Fund's losing the opportunity to obtain an advantageous 
price and yield. These transactions involve a risk of loss if the value of 
the underlying security changes before the settlement date. 

The Fund does not intend to invest for short-term profits. 

Although the Fund does not intend to invest for the purpose of seeking 
short-term profits, the Fund's particular portfolio securities may be changed 
without regard to their holding period (subject to certain tax restrictions) 
when the Advisers deem that this action is appropriate in view of a change in 
the issuer's financial or business operations or changes in general market 
conditions. It is anticipated that under normal market conditions, the Fund's 
annual portfolio turnover rate will be less than 100%. 

The Fund follows certain policies which may help reduce investment risk. 

The Fund has adopted certain investment restrictions which are detailed in 
the Statement of Additional Information, where they are classified as 
fundamental or non-fundamental. The Fund's fundamental investment 
restrictions may not be changed without shareholder approval. All other 
restrictions, investment objective, and investment policies, however, are 
non-fundamental and can be changed by a vote of the Trustees without 
shareholder approval. If there is a change in the investment objec-

                                       
<PAGE>
 
tive, shareholders should consider whether the Fund remains an appropriate 
investment in light of their current financial position and needs. 

Brokers are chosen based on best price and execution. 

When choosing brokerage firms to carry out the Fund's transactions, the 
primary consideration is execution at the most favorable prices, taking into 
account the broker's professional ability and quality of service. 
Consideration may also be given to the broker's sale of Fund shares. Pursuant 
to procedures determined by the Trustees, the Advisers may place securities 
transactions with brokers affiliated with the Advisers. These brokers include 
Tucker, Anthony Incorporated, and Sutro & Company, Inc. They are indirectly 
owned by John Hancock Mutual Life Insurance Company, which in turn indirectly 
owns the Advisers. 

ORGANIZATION AND MANAGEMENT OF THE FUND 

The Trustees elect officers and retain the investment adviser who is 
responsible for the day-to-day operations of the Fund, subject to the 
Trustees' policies and supervision. 

The Fund is a separate diversified portfolio of the Trust, an open-end 
management investment company organized as a Delaware corporation, then 
reorganized as a Massachusetts business trust in 1984. The Trust has an 
unlimited number of authorized shares of beneficial interest. The Trust's 
Declaration of Trust permits the Trustees, without shareholder approval, to 
create and classify shares of beneficial interest into separate series of the 
Trust. As of the date of this Prospectus, the Trustees have authorized the 
Fund and one other series. Additional series may be added in the future. The 
Trust's Declaration of Trust also permits the Trustees to classify and 
reclassify any series or portfolio of shares into one or more classes. 
Accordingly, the Trustees have authorized the issuance of three classes of 
the Fund, designated as Class A shares, Class B shares 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 as to voting, redemption, 
dividends and liquidation. However, each class bears different distribution 
and transfer agent fees, and Class A and Class B shareholders have exclusive 
voting rights with respect to their distribution plans. 

Shareholders have certain voting rights to remove Trustees. The Fund is not 
required and does not intend to hold annual meetings of shareholders, 
although special meetings may be held for such purposes as electing or 
removing Trustees, changing fundamental investment restrictions and policies 
or approving a management contract. The Fund, under certain circumstances, 
will assist in shareholder communications with other shareholders. 

John Hancock Advisers, Inc. advises investment companies having a total value 
of approximately $10 billion. 

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary 
of the John Hancock Mutual Life Insurance Company, a financial services 
company. The Adviser manages the investment operations of the Fund and 
provides the Fund, and other investment companies in the John Hancock group 
of funds, with investment research and portfolio management services. 
Pursuant to a Subadvisory Agreement between the Adviser and NM Capital 
Management, Inc. (the "Sub-Adviser") the Sub-Adviser, subject to the overall 
responsibility of the Adviser, manages the composition of the Fund's 
portfolio. 

Organized in 1977, the Sub-Adviser is also an indirect subsidiary of John 
Hancock Mutual Life Insurance Company and provides investment advice and 
advisory services to private accounts totalling approximately $750 million. 

                                        
<PAGE>
 
The organization of the Sub-Adviser is such that all investment decisions are 
made by a portfolio management team consisting of three people. Thomas S. 
Christopher has over twenty-five years of experience in investment 
management, including trust and investment counseling and has been with the 
Sub-Adviser since 1985. Charles H. Womack also has over twenty years of 
investment management experience and a background in investment counselling, 
portfolio analysis and institutional sales and has been with the Sub-Adviser 
since 1986. Angela J. Bristow serves as Senior Equity Analyst and Equity 
Strategist. She has been with the Sub-Adviser since 1991 and has over 
thirteen years of investment experience. 

John Hancock Funds, Inc. ("John Hancock Funds") distributes shares for all of 
the John Hancock mutual funds through selected broker-dealers ("Selling 
Brokers"). Certain Fund officers are also officers of the Adviser and John 
Hancock Funds. 

ALTERNATIVE PURCHASE ARRANGEMENTS 

You can purchase shares of the Fund at a price equal to their net asset value 
per share, plus a sales charge. At your election, this charge may be imposed 
either at the time of the purchase (See "Initial Sales Charge 
Alternative--Class A Shares") or on a contingent deferred basis (See 
"Deferred Sales Charge Alternative--Class B Shares"). If you do not specify 
on your account application which class of shares you are purchasing, it will 
be assumed that you are investing in Class A shares. 

Investments in Class A shares of the Fund are subject to an initial sales 
charge. 

Class A Shares. If you elect to purchase Class A shares, you will incur an 
initial sales charge unless the amount you purchase is $1 million or more. If 
you purchase $1 million or more of Class A shares, you will not be subject to 
an initial sales charge, but you will incur a sales charge if you redeem your 
shares within one year of purchase. Class A shares are subject to ongoing 
distribution and service fees at a combined annual rate of up to 0.30% of the 
Fund's average daily net assets attributable to the Class A shares. Certain 
purchases of Class A shares qualify for reduced initial sales charges. See 
"Share Price--Qualifying for a Reduced Sales Charge." 

Investments in Class B shares are subject to a contingent deferred sales 
charge. 

Class B Shares. You will not incur a sales charge when you purchase Class B 
shares, but the shares are subject to a sales charge if you redeem them 
within six years of purchase (the "contingent deferred sales charge" or the 
"CDSC"). Class B shares are subject to ongoing distribution and service fees 
at a combined annual rate of up to 1.00% of the Fund's average daily net 
assets attributable to the Class B shares. Investing in Class B shares 
permits all of your dollars to work from the time you make your investment, 
but the higher ongoing distribution fee will cause these shares to have a 
higher expense ratio than that of Class A shares. To the extent that any 
dividends are paid by the Fund, these higher expenses will also result in 
lower dividends than those paid on Class A shares. 

Class B shares are not available to full service defined contribution plans 
administered by John Hancock Investor Services Corporation or John Hancock 
Mutual Life Insurance Company with more than 100 eligible employees at the 
inception of the Fund account. 

Factors to Consider in Choosing an Alternative 

You should consider which class of shares will be more beneficial for you. 

The alternative purchase arrangement allows you to choose the most beneficial 
way to buy shares given the amount of your purchase, the length of time you 
expect to hold the shares and other circumstances. You should consider 
whether, during the 

                                        
<PAGE>
 
anticipated life of your Fund investment, the CDSC and accumulated fees on 
Class B shares would be less than the initial sales charge and accumulated 
fees on Class A shares purchased at the same time, and to what extent this 
differential would be offset by the Class A shares' lower expenses. To help 
you make this determination, the table under the caption "Expense 
Information" on page 2 of this Prospectus shows examples of the charges 
applicable to each class of shares. Class A shares will normally be more 
beneficial if you qualify for a reduced sales charge. See "Share Price--
Qualifying for a Reduced Sales Charge." 

Class A shares are subject to lower distribution and service fees and, 
accordingly, pay correspondingly higher dividends per share, to the extent 
that any dividends are paid. However, because initial sales charges are 
deducted at the time of purchase, you would not have all of your funds 
invested initially and, therefore, would initially own fewer shares. If you 
do not qualify for reduced initial sales charges and expect to maintain your 
investment for an extended period of time, you might consider purchasing 
Class A shares because the accumulated distribution and service charges on 
Class B shares may exceed the initial sales charge and accumulated 
distribution and service charges on Class A shares during the life of your 
investment. 

Alternatively, you might determine that it would be more advantageous to 
purchase Class B shares in order to have all of your funds invested 
initially. However, you would be subject to higher distribution charges and, 
for a six-year period, a CDSC. 

In the case of Class A shares, distribution expenses incurred by John Hancock 
Funds in connection with the sale of the shares will be paid from the 
proceeds of the initial sales charge and the ongoing distribution and service 
fees. In the case of Class B shares, expenses will be paid from the proceeds 
of the ongoing distribution and service fees, as well as the CDSC incurred 
upon redemption within six years of purchase. The purpose and function of the 
CDSC and ongoing distribution and service fees with respect to the Class B 
shares are the same as those of the initial sales charge and ongoing 
distribution and service fees with respect to the Class A shares. Sales 
personnel distributing the Fund's shares may receive different compensation 
for selling each class of shares. 

Dividends if any, on Class A and Class B shares will be calculated in the 
same manner, at the same time and on the same day and will be in the same 
amount, except for differences resulting from the fact that each class will 
bear only its own distribution and service fees, shareholder meeting expenses 
and any incremental transfer agency costs relating to a class of shares will 
be borne exclusively by such class. See "Dividends and Taxes." 

THE FUND'S EXPENSES 

For managing its investment and business affairs, the Fund pays a fee equal 
to 0.70% of its average daily net asset value. The Adviser pays the 
Subadviser 40% of the fee received by the Adviser for managing the Fund. The 
Fund is not responsible for payment of the Sub-Adviser's fee. 

The Adviser has voluntarily agreed to limit Fund expenses, including the 
management fee (but not including the transfer agent fee and the 12b-1 fee), 
to 0.40% of the Fund's average daily net assets. The Adviser reserves the 
right to terminate this voluntary limitation in the future. 

                                        
<PAGE>
 
The Fund pays distribution and service fees for marketing and sales-related 
shareholder servicing. 

The Class A and Class B shareholders have adopted distribution plans (each a 
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the 
"1940 Act"). Under the Plans the Fund will pay distribution and service fees 
at an aggregate annual rate of 0.30% of the average daily net assets 
attributable to the Class A shares and an aggregate annual rate of 1.00% of 
the average daily net assets attributable to the Class B shares. In each 
case, up to 0.25% is for service expenses and the remaining amount is for 
distribution expenses. The distribution fees will be used to reimburse John 
Hancock Funds for its distribution expenses, including but not limited to: 
(i) initial and ongoing sales compensation to Selling Brokers and others 
(including affiliates of John Hancock Funds) engaged in the sale of Fund 
shares, (ii) marketing, promotional and overhead expenses incurred in 
connection with the distribution of Fund shares and (iii) with respect to 
Class B shares only, interest expenses on unreimbursed distribution expenses. 
The service fees will be used to compensate Selling Brokers for providing 
personal and account maintenance services to shareholders. In the event John 
Hancock Funds is not fully reimbursed for payments made or expenses incurred 
by it under the Class A Plan, these expenses will not be carried beyond one 
year from the date these expenses were incurred. However, unreimbursed 
expenses under the Class B Plan will be carried forward together with 
interest at a discount from the market interest rates on the balance of these 
unreimbursed expenses. 

DIVIDENDS AND TAXES 

Dividends from the Fund's net investment income are generally declared 
quarterly. Capital gains, if any, are generally declared annually. Dividends 
are reinvested in additional shares of your class unless you elect the option 
to receive them in cash. If you elect the cash option and the U.S. Postal 
Service cannot deliver your checks, your election will be converted to the 
reinvestment option. Because of the higher expenses associated with Class B 
shares, any dividend on these shares will be lower than on the Class A 
shares. See "Share Price." 

Taxation. Dividends from the Fund's net investment income and net short-term 
capital gains are taxable to you as ordinary income. Dividends from the 
Fund's net long-term capital gains are taxable as long-term capital gains. 
These dividends are taxable whether you take them in cash or reinvest in 
additional shares. Certain dividends may be paid in January of a given year, 
but they may be taxable to you as if you received them the previous December. 
Corporate shareholders may be entitled to take the corporate dividends 
received deduction for dividends received from the Fund that are attributable 
to dividends received by the Fund from U.S. domestic corporations, subject to 
certain restrictions under the Internal Revenue Code of 1986, as amended (the 
"Code"). The Fund will send you a statement by January 31 showing the tax 
status of the dividends you received for the prior year. 

The Fund intends to qualify as a regulated investment company under 
Subchapter M of the Code. As a regulated investment company, the Fund will 
not be subject to Federal income taxes on any net investment income and net 
realized capital gains that are distributed to its shareholders at least 
annually. When you redeem (sell) or exchange shares, you may realize a 
capital gain or loss. 

On the account application, you must certify that the social security or 
other taxpayer identification number you provide is correct and that you are 
not subject to backup 

                                       
<PAGE>
 
withholding of Federal income tax. If you do not provide this information or 
are otherwise subject to back-up withholding, the Fund may be required to 
withhold 31% of your dividends, redemptions and exchanges. 

The Fund may be subject to foreign withholding taxes on certain of its 
foreign investments, if any, which will reduce the yield on those 
investments. 

In addition to Federal taxes, you may be subject to state, local or foreign 
taxes, with respect to your investment in and distributions from the Fund. In 
many states, any portion of the Fund's dividends which represents interest 
received by the Fund on direct U.S. Government obligations may be exempt from 
tax. You should consult your tax adviser for specific advice. 

PERFORMANCE 

The Fund may advertise its total return. 

Total return is based on the overall change in value of a hypothetical 
investment in the Fund. The Fund's total return shows the overall dollar or 
percentage change in value, assuming the reinvestment of all dividends. 
Cumulative total return shows the Fund's performance over a period of time. 
Average annual total return shows the cumulative return divided over the 
number of years included in the period. Because average annual total return 
tends to smooth out variations in performance, you should recognize that it 
is not the same as actual year-to-year results. 

Total return calculations for Class A shares generally include the effect of 
paying the maximum sales charge (except as shown in "The Fund's Financial 
Highlights"). Investments at lower sales charges would result in higher 
performance figures. Total return for the Class B shares reflect deduction of 
the applicable CDSC imposed on a redemption of shares held for the applicable 
period. All calculations assume that all dividends are reinvested at net 
asset value on the reinvestment dates during the periods. The total return of 
Class A, Class B and Class C shares will be calculated separately and, 
because each class is subject to different expenses, the total return with 
respect to that class for the same period may differ. The relative 
performance of the Class A and Class B shares will be affected by a variety 
of factors, including the higher operating expenses attributable to the Class 
B shares, whether the Fund's investment performance is better in the earlier 
or later portions of the period measured and the level of net assets of the 
Classes during the period. The Fund will include the total return of Class A, 
Class B and Class C shares in any advertisement or promotional materials 
including Fund performance data. The value of Fund shares, when redeemed, may 
be more or less than their original cost. Total return is a historical 
calculation and is not an indication of future performance. See "Factors to 
Consider in Choosing an Alternative." 

HOW TO BUY SHARES 

Opening an account. 


The minimum initial investment is $1,000. Complete the Account Application
attached to this Prospectus. Indicate whether you are purchasing Class A or
Class B shares. If you do not specify which class of shares you are purchasing,
it will be assumed that you are investing in Class A shares.

By Check         1. Make your check payable to John Hancock Investor Services 
                 Corporation ("Investor Services"). 
                 2. Deliver the completed application and check to your 
                 registered representative, Selling Broker or mail it directly 
                 to Investor Services. 

                                      
<PAGE>
 
By Wire          1. Obtain an account number by contacting your registered 
                 representative, Selling Broker or by calling 1-800-225-5291. 
                 2. Instruct your bank to wire funds to: 
                    First Signature Bank & Trust 
                    John Hancock Deposit Account No. 900000260 
                    ABA Routing No. 211475000 
                    For credit to: John Hancock Special Value Fund 
                    (Class A or Class B shares) 
                    Your Account Number 
                    Name(s) under which account is registered. 
                 3. Deliver the completed application to your registered 
                 representative, Selling Broker or mail it directly to Investor 
                 Services. 
Monthly 
Automatic 
Accumulation   1. Complete the "Automatic Investing" and "Bank Information" 
Program        sections on the Account Privileges Application designating a 
(MAAP)         bank account from which funds may be drawn. 
                 2. The amount you elect to invest will be automatically 
                 withdrawn from your bank or credit union account. 

By Telephone     1. Complete the "Invest-By-Phone" and "Bank Information" 
                 sections on the Account Privileges Application
                 designating a bank account from which funds may be drawn. Note
                 that in order to invest by phone, your account must be in a
                 bank or credit union that is a member of the Automated Clearing
                 House system (ACH). 
                 2. After your authorization form has been processed, you may 
                 purchase additional Class A or Class B shares by calling 
                 Investor Services toll-free at 1-800-225-5291. 
                 3. Give the Investor Services representative the name(s) in 
                 which your account is registered, the Fund name, the class of 
                 shares you own, your account number, and the amount you wish 
                 to invest. 
                 4. Your investment normally will be credited to your account 
                 the business day following your phone request.

By Check         1.Either complete the detachable stub included on your account 
                 statement or include a note with your investment listing the 
                 name of the Fund, the class of shares you own, your account 
                 number and the name(s) in which the account is registered. 
                 2. Make your check payable to John Hancock Investor Services 
                 Corporation. 
                 3. Mail the account information and check to: 
                    John Hancock Investor Services Corporation 
                    P.O. Box 9115 
                    Boston, MA 02205-9115 
                 or deliver it to your registered representative or Selling 
                 Broker. 

By Wire          Instruct your bank to wire funds to: 

                 First Signature Bank & Trust 
                 John Hancock Deposit Account No. 900000260 
                 ABA Routing No. 211475000 
                 For credit to: John Hancock Special Value Fund 
                 (Class A or Class B shares) 
                 Your Account Number 
                 Name(s) under which account is registered. 

                                       
<PAGE>
 
Other            
Requirements.   All purchases must be made in U.S. dollars.
                Checks written on foreign banks will delay purchases until U.S.
                funds are received and a collection charge may be imposed.
                Shares of the Fund are priced at the offering price based on
                the net asset value computed after John Hancock Funds receives
                notification of the dollar equivalent from the Fund's custodian
                bank. Wire purchases normally take two or more hours to
                complete and, to be accepted the same day, must be received by
                4:00 P.M., New York time. Your bank may charge a fee to wire
                funds. Telephone transactions are recorded to verify
                information. Certificates are not issued unless a request is
                made in writing to Investor Services.

                Institutional Investors. Certain institutional investors may 
                purchase Class C shares of the Fund, which have no sales charge 
                or 12b-1 fee. See "Institutional Investors" for further 
                information. 

You will receive statements regarding your account which you should keep to 
help with your personal recordkeeping. 

You will receive a statement of your account after any transaction that 
affects your share balance or registration (statements related to 
reinvestment of dividends and automatic investment/withdrawal plans will be 
sent to you quarterly). A tax information statement will be mailed to you by 
January 31 of each year. 

SHARE PRICE 

The offering price of shares is their net asset value plus a sales charge, if 
applicable, which will vary with the purchase alternative you choose. 

The net asset value ("NAV") is the value of one share. The NAV per share is 
calculated by dividing the net assets of each class by the number of 
outstanding shares of that class. The NAV will be different for each class to 
the extent that different amounts of undistributed income are accrued on 
shares of each class between dividend declarations. 

Equity securities in the Fund's portfolio are generally valued at their last 
exchange sale price as furnished by a pricing service which utilizes 
electronic pricing techniques. If no sale has occurred on the date assets are 
valued, or if the security is traded only in the over-the-counter market, it 
will normally be valued at its last available bid price. Fixed income 
securities are generally valued by a pricing service which uses electronic 
pricing techniques based upon general institutional trading. Some securities 
are valued at fair value based on procedures approved by the Trustees, and 
for certain other securities, the amortized cost method is used if the 
Trustees determine in good faith that this cost approximates fair value as 
described more fully in the Statement of Additional Information. Any assets 
or liabilities expressed in terms of foreign currencies are translated into 
United States dollars by Investors Bank & Trust Company based on London 
currency exchange quotations as of 5:00 p.m. London time (12:00 noon, New 
York time) on the date of any determination of the Fund's NAV. The NAV is 
calculated once daily as of the close of regular trading on the New York 
Stock Exchange (generally at 4:00 P.M., New York time) on each day that the 
Exchange is open. 

Shares of the Fund are sold at the offering price based on the NAV computed 
after your investment request is received in good order by John Hancock 
Funds. If you buy shares of the Fund through a Selling Broker, the Selling 
Broker must receive your investment before the close of regular trading on 
the New York Stock Exchange and transmit it to John Hancock Funds before its 
close of business to receive that day's offering price. 

The Fund offers two classes of shares in this Prospectus: Class A shares, 
which are subject to an initial sales charge and Class B shares which are 
subject to a contingent deferred sales charge. If you do not specify a 
particular class of shares, it will be assumed that you are purchasing Class 
A shares and an initial sales charge will be assessed. 

                                      
<PAGE>
 
Initial Sales Charge Alternative--Class A Shares. The offering price you pay 
for Class A shares of the Fund equals the NAV plus a sales charge as follows: 

<TABLE>
<CAPTION>
                                 Sales          Sales         Combined       Reallowance 
                                 Charge         Charge       Reallowance      to Selling 
                                  as a           as a        and Service     Broker as a 
                               Percentage     Percentage      Fee as a        Percentage 
                                   of           of the       Percentage           of 
      Amount Invested           Offering        Amount       of Offering       Offering 
 (Including Sales Charge)        Price         Invested       Price(+)         Price(*) 
<S>                               <C>            <C>            <C>              <C>
Less than $50,000                 5.00%          5.26%          4.25%            4.01% 
$50,000 to $99,999                4.50%          4.71%          3.75%            3.51% 
$100,000 to $249,999              3.50%          3.63%          2.85%            2.61% 
$250,000 to $499,999              2.50%          2.56%          2.10%            1.86% 
$500,000 to $999,999              2.00%          2.04%          1.60%            1.36% 
$1,000,000 and over               0.00%(**)      0.00%(**)      (***)            0.00%(***) 
<FN>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John 
Hancock Funds may reallow an amount up to the full applicable sales charge. A 
Selling Broker to whom substantially the entire sales charge is reallowed may 
be deemed to be an underwriter under the Securities Act of 1933. 

(**) No sales charge is payable at the time of purchase of Class A shares of 
$1 million or more, but a contingent deferred sales charge may be imposed in 
the event of certain redemption transactions made within one year of 
purchase. 

(***) John Hancock Funds may pay a commission and the first year's service 
fee (as described in (+) below) to Selling Brokers who initiate and are 
responsible for purchases of $1 million or more in the aggregate as follows: 
1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on $10 
million and over. 

(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first 
year's service fee in advance, in an amount equal to 0.25% of the net assets 
invested in the Fund. Thereafter, it pays the service fee periodically in 
arrears in an amount up to 0.25% of the Fund's average annual net assets. 
Selling Brokers receive the fee as compensation for providing personal and 
account maintenance services to shareholders. 
</FN>
</TABLE>
Sales charges ARE NOT APPLIED to any dividends which are reinvested in 
additional Class A shares of the Fund. 

John Hancock Funds will pay certain affiliated Selling Brokers at an annual 
rate of up to 0.05% of the daily net assets of accounts attributable to these 
brokers. 

In addition to the reallowance allowed to all Selling Brokers, John Hancock 
Funds will pay the following: round trip airfare to a resort will be offered 
to each registered representative of a Selling Broker (if the Selling Broker 
has agreed to participate) who sells certain amounts of shares of John 
Hancock funds. John Hancock Funds will make these incentive payments out of 
its own resources. Other than distribution fees, the Fund does not bear 
distribution expenses. 

Under certain circumstances described below, investors in Class A shares may 
be entitled to pay reduced sales charges. See "Qualifying For a Reduced Sales 
Charge". 

Contingent Deferred Sales Charge--Investments of $1 million or more in Class 
A Shares. Purchases of $1 million or more of Class A shares will be made at 
net asset value with no initial sales charge, but if the shares are redeemed 
within 12 months 

                                        
<PAGE>
 
after the end of the calendar month in which the purchase was made (the 
contingent deferred sales charge period), a contingent deferred sales charge 
will be imposed. The rate of the CDSC will depend on the amount invested as 
follows: 


         Amount Invested                    CDSC Rate 

$1 million to $4,999,999                      1.00% 
Next $5 million to $9,999,999                 0.50% 
Amounts of $10 million and over               0.25% 

The charge will be assessed on an amount equal to the lesser of the current 
market value or the original purchase cost of the Class A shares redeemed. 
Accordingly, no CDSC will be imposed on increases in account value above the 
initial purchase price, including any dividends which have been reinvested in 
additional Class A shares. 

In determining whether a CDSC applies to a redemption, the calculation will 
be determined in a manner that results in the lowest possible rate being 
charged. Therefore, it will be assumed that the redemption is first made from 
any shares in your account that are not subject to the CDSC. The CDSC is 
waived on redemption in certain circumstances. See "Waiver of Contingent 
Deferred Sales Charges." 

You may qualify for a reduced sales charge on your investment in Class A 
shares. 

Qualifying For a Reduced Sales Charge. If you invest more than $50,000 in 
Class A shares of the Fund or a combination of funds in the John Hancock 
family of funds (except money market funds), you may qualify for a reduced 
sales charge on your investments through a LETTER OF INTENTION. You may also 
be able to use the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE to take 
advantage of the value of your previous investments in Class A shares of the 
John Hancock funds when meeting the breakpoints for a reduced sales charge. 
For the COMBINATION PRIVILEGE and ACCUMULATION PRIVILEGE the applicable sales 
charge will be based on the total of: 

1. Your current purchase of Class A shares of the Fund, 
2. The net asset value (at the close of business on the previous day) of (a) 
all Class A shares of the Fund you hold, and (b) all Class A shares of any 
other John Hancock mutual fund you hold; and 
3. The net asset value of all shares held by another shareholder eligible to 
combine his or her holdings with you into a single "purchase." 

Example: 
If you hold Class A shares of a John Hancock mutual fund with a net asset 
value of $20,000 and, subsequently, invested $30,000 in Class A shares of the 
Fund, the sales charge on this subsequent investment would be 4.50% and not 
5.00% (the rate that would otherwise be applicable to investments of less 
than $50,000. See "Initial Sales Charge Alternative--Class A Shares.") 

Class A shares may be available without a sales charge to certain individuals 
and organizations. 

If you fall under one of the following categories, you may purchase Class A 
shares of the Fund without paying a sales charge: 

                                       
<PAGE>
 
+A Trustee or officer of the Trust; a Director or officer of the Adviser and 
its affiliates or Selling Brokers; employees or sales representatives of any 
of the foregoing; retired officers, employees or Directors of any of the 
foregoing; a member of the immediate family of any of the foregoing; or any 
Fund, pension, profit sharing or other benefit plan for the individuals 
described above. 

+Any state, county, city or any instrumentality, department, authority, or 
agency of these entities which is prohibited by applicable investment laws 
from paying a sales charge or commission when it purchases shares of any 
registered investment management company.* 

+A bank, trust company, credit union, savings institution or other type of 
depository institution, its trust departments or common trust funds if it is 
purchasing $1 million or more for non-discretionary customers or accounts.* 

+A broker, dealer or registered investment adviser that has entered into an 
agreement with John Hancock Funds providing specifically for the use of Fund 
shares in fee-based investment products made available to their clients. 

+A former participant in an employee benefit plan with John Hancock Mutual 
Funds, when he or she withdraws from his or her plan and transfers any or all 
of his or her plan distributions to the Fund. 

*For investments made under these provisions, John Hancock Funds may make a 
payment out of its own resources to the Selling Broker in an amount not to 
exceed 0.25% of the amount invested. 

Class A shares may be purchased without a sales charge by former participants 
in an employee benefit plan with John Hancock mutual funds if they withdraw 
from their respective plans and transfer any or all of their plan 
distributions directly to the Fund. Class A shares may also be purchased 
without a sales charge by clients of the Sub-Adviser if funds are 
transferred directly to the Fund from accounts managed by the Sub-Adviser. 

Class A shares of the Fund may also be purchased without an initial sales 
charge in connection with certain liquidation, merger or acquisition 
transactions involving other investment companies or personal holding 
companies. 

Contingent Deferred Sales Charge Alternative--Class B Shares. Class B shares 
are offered at net asset value per share without of a sales charge, so that 
your entire initial investment will go to work at the time of purchase. 
However, Class B shares redeemed within six years of purchase will be subject 
to a CDSC at the rates set forth below. This charge will be assessed on an 
amount equal to the lesser of the current market value or the original 
purchase cost of the shares being redeemed. Accordingly, you will not be 
assessed a CDSC on increases in account value above the initial purchase 
price, including shares derived from dividend reinvestments. In determining 
whether a CDSC applies to a redemption, the calculation will be determined in 
a manner that results in the lowest possible rate being charged. It will be 
assumed that your redemption comes first from shares you have held beyond the 
six-year CDSC redemption period or those you acquired through dividend 
reinvestment, and next from the shares you have held the longest during the 
six-year period. 

                                       
<PAGE>
 
Example: 

You have purchased 100 shares at $10 per share. The second year after your 
purchase, your investment's net asset value per share has increased by $2 to 
$12, and you have gained 10 additional shares through dividend reinvestment. 
If you redeem 50 shares at this time, our CDSC will be calculated as follows: 

* Proceeds of 50 shares redeemed at $12 per 
  share                                            $ 600 
* Minus proceeds of 10 shares not subject to 
  CDSC because they were acquired through 
  dividend reinvestment (10 x $12)                  -120 
* Minus appreciation on remaining shares, 
  also not subject to CDSC (40 x $2)                 -80 
* Amount subject to CDSC                           $ 400 

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds 
uses all or part of them to defray its expenses related to providing the Fund 
with distribution services in connection with the sale of the Class B shares, 
such as compensating Selling Brokers for selling these shares. The 
combination of the CDSC and the distribution and service fees makes it 
possible for the Fund to sell Class B shares without an initial sales charge. 

The amount of the CDSC, if any, will vary depending on the number of years 
from the time you purchase your Class B shares until the time you redeem 
them. Solely for purposes of determining this holding period, any payments 
you make during the month will be aggregated and deemed to have been made on 
the last day of the month. 


         Year In Which                  Contingent Deferred Sales 
    Class B Shares Redeemed             Charge As a Percentage of 
       Following Purchase             Dollar Amount Subject to CDSC 

   First                                           5.0% 
   Second                                          4.0% 
   Third                                           3.0% 
   Fourth                                          3.0% 
   Fifth                                           2.0% 
   Sixth                                           1.0% 
   Seventh and thereafter                          None 

A commission equal to 3.75% of the amount invested and a first year's service 
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The 
initial service fee is paid in advance at the time of sale for the provision 
of personal and account maintenance services to shareholders during the 
twelve months following the sale, and thereafter the service fee is paid in 
arrears. 

Under certain circumstances, the CDSC on Class B share redemptions will be 
waived. 

Waiver of Contingent Deferred Sales Charge. The CDSC will be waived on 
redemptions of Class B shares and of Class A shares that are subject to CDSC, 
unless indicated otherwise, in the circumstances defined below: 

Redemptions of Class B shares made under a Systematic Withdrawal Plan (see 
"How To Redeem Shares"), as long as your annual redemptions do not exceed 10% 
of your account value at the time you established your Systematic Withdrawal 
Plan and 10% of the value of subsequent investments (less redemptions) in 
that account at the time you notify Investor Services. This waiver does not 
apply to Systematic Withdrawal Plan redemptions of Class A shares that are 
subject to a CDSC. 

                                        
<PAGE>
 
+Redemptions made to effect distributions from an Individual Retirement 
Account either before or after age 59-1/2, as long as the distributions are 
based on your life expectancy or the joint-and-last survivor life expectancy 
of you and your beneficiary. These distributions must be free from penalty 
under the Code. 

+Redemptions made to effect mandatory distributions under the Code after age 
70-1/2 from a tax-deferred retirement plan. 

+Redemptions made to effect distributions to participants or beneficiaries 
from certain employer-sponsored retirement plans, including those qualified 
under Section 401(a) of the Code, custodial accounts under Section 403(b)(7) 
of the Code and deferred compensation plans under Section 457 of the Code. 
The waiver also applies to certain returns of excess contributions made to 
these plans. In all cases, the distributions must be free from penalty under 
the Code. 

+Redemptions due to death or disability. 

+Redemptions made under the Reinvestment Privilege, as described in 
"Additional Services and Programs" of this Prospectus. 

+Redemptions made pursuant to the Fund's right to liquidate your account if 
you own fewer than 50 shares. 

+Redemptions made under certain liquidation, merger or acquisition 
transactions involving other investment companies or personal holding 
companies. 

+Redemptions from certain IRA and retirement plans that purchased shares 
prior to October 1, 1992. 

+If you qualify for a CDSC waiver under one of these situations, you must 
notify Fund Services either directly or through your Selling Broker at the 
time you make your redemption. The waiver will be granted once Investor 
Services has confirmed that you are entitled to the waiver. 

Conversion of Class B Shares. Your Class B shares and an appropriate portion 
of reinvested dividends on those shares will be converted into Class A shares 
automatically no later than the month following eight years after the shares 
were purchased, resulting in lower annual distribution fees. If you exchanged 
Class B shares into this Fund from another John Hancock fund, the calculation 
will be based on the time the shares in the original fund were purchased. 

                                       
<PAGE>
 
HOW TO REDEEM SHARES 

To assure acceptance of your redemption request, please follow these 
procedures. 

You may redeem all or a portion of your shares on any business day. Your 
shares will be redeemed at the next NAV calculated after your redemption 
request is received in good order by Investor Services less any applicable 
CDSC. The Fund may hold payment until reasonably satisfied that investments 
which were recently made by check or Invest-by-Phone have been collected 
(which may take up to 10 calendar days). 

Once your shares are redeemed, the Fund generally sends you payment on the 
next business day. When you redeem your shares, you will generally realize a 
gain or loss depending generally on the difference between what you paid for 
your shares and what you receive for them, subject to certain tax rules. 
Under unusual circumstances, the Fund may suspend redemptions or postpone 
payment for up to seven days or longer, as permitted by Federal securities 
laws. 


By Telephone     All Fund shareholders are automatically eligible for
                 the telephone redemption privilege. Call 1-800-225-5291, from
                 8:00 A.M. to 4:00 P.M. (New York time), Monday through Friday,
                 excluding days on which the New York Stock Exchange is closed.
                 Investor Services employs the following procedures to confirm
                 that instructions received by telephone are genuine. Your name,
                 the account number, taxpayer identification number applicable
                 to the account and other relevant information may be requested.
                 In addition, telephone instructions are recorded. 

                 You may redeem up to $100,000 by telephone, but the address on 
                 the account must not have changed for the last 30 days. A check
                 will be mailed to the exact name(s) and address shown on the
                 account. If reasonable procedures, such as those described
                 above, are not followed, the Fund may be liable for any loss
                 due to unauthorized or fraudulent telephone instructions. In
                 all other cases, neither the Fund nor Investor Services will be
                 liable for any loss or expense for acting upon telephone
                 instructions made in accordance with the telephone transaction
                 procedures mentioned above. 

                 Telephone redemption is not available for IRAs or other
                 tax-qualified retirement plans or shares of the Fund that are
                 in certificate form. During periods of extreme economic
                 conditions or market changes, telephone requests may be
                 difficult to implement due to a large volume of calls. 

                 During these times, you should consider placing redemption
                 requests in writing or using EASI-Line. EASI-Line is a
                 telephone number which is 1-800-338-8080. 

 By Wire         If you have a telephone redemption form on file with the Fund, 
                 redemption proceeds of $1,000 or more can be wired on the next 
                 business day to your designated bank account and a fee
                 (currently $4.00) will be deducted. You may also use electronic
                 funds transfer to your assigned bank account and the funds are
                 usually collectible after two business days. Your bank may or
                 may not charge for this service. Redemptions of less than
                 $1,000 will be sent by check or electronic funds transfer. 

                 This feature may be elected by completing the "Telephone
                 Redemption" section on the Account Privileges Application
                 attached to this Prospectus. 

In Writing       Send a stock power or "letter of instruction" specifying the 
                 name of the Fund, the dollar amount or the number of shares to 
                 be redeemed, your name, class of shares, your account number 
                 and the additional requirements listed below that apply to 
                 your particular account.
                                      
<PAGE>
 

Type of Registration           Requirements 

Individual, Joint Tenants, 
  Sole Proprietorship, 
  Custodial (Uniform           A letter of instruction signed (with 
  Gifts or Transfer to         titles where applicable) by all persons 
  Minors Act), General         authorized to sign for the account, exactly as 
  Partners.                    it is registered with the signature(s) 
                               guaranteed. 

Corporation, Association       A letter of instruction and a corporate 
                               resolution, signed by person(s) authorized 
                               to act on the account with the 
                               signature(s) guaranteed. 

Trusts                         A letter of instruction signed by the 
                               Trustee(s) with a signature guarantee. (If 
                               the Trustee's name is not registered on 
                               your account, also provide a copy of the 
                               trust document, certified within the last 
                               60 days.) 

If you do not fall into any of these registration categories, please call 
1-800-225-5291 for further instructions. 

Who may guarantee your signature

Additional information about redemptions.
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.

Through Your Broker            Your broker may be able to initiate the 
                               redemption. Contact your broker for 
                               instructions. 

If you have certificates for your shares, you must submit them with your stock
power or a letter of instruction. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.

Due to the proportionately high cost of maintaining smaller accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds fewer than 50 shares (except accounts under retirement plans) and to mail
the proceeds to the shareholder, or the transfer agent may impose an annual fee
of $10.00. No account will be involuntarily redeemed or any additional fee
imposed, if the value of the account is in excess of the Fund's minimum initial
investment. No CDSC will be imposed on involuntary redemptions of shares.

Shareholders will be notified before these redemptions are to be made or this
fee is imposed, and will have 30 days to purchase additional shares to bring
their account up to the required minimum. Unless the number of shares acquired
by additional purchase and any dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.

ADDITIONAL SERVICES AND PROGRAMS 

Exchange Privilege 

You may exchange shares of the Fund for shares of the same class in another 
John Hancock mutual fund. 

If your investment objective changes, or if you wish to achieve further 
diversification, John Hancock offers other funds with a wide range of 
investment goals. Contact your registered representative or Selling Broker 
and request a prospectus for the John Hancock mutual funds that interest you. 
Read the prospectus carefully before exchanging your shares. You can exchange 
shares of each class of the Fund only for shares of the same class of another 
John Hancock mutual fund. For this purpose, John Hancock mutual funds with 
only one class of shares will be treated as Class A whether or not they have 
been so designated. 

                                       
<PAGE>
 
Exchanges between funds which are not subject to a CDSC are based on their 
respective net asset values. No sales charge or transaction charge is 
imposed. Class B shares of the Fund which are subject to a CDSC may be 
exchanged into Class B shares of another John Hancock fund without incurring 
the CDSC; however, these shares will be subject to the CDSC schedule of the 
shares acquired (except that exchanges into John Hancock Short-Term Strategic 
Income Fund and John Hancock Limited Term Government Fund which will be 
subject to the initial Fund's CDSC). For purposes of computing the CDSC 
payable upon redemption of shares acquired in an exchange, the holding period 
of the original shares is added to the holding period of the shares acquired 
in an exchange. However, if you exchange Class B shares purchased prior to 
January 1, 1994 for Class B shares of any other John Hancock fund, you will 
be subject to the CDSC schedule that was in effect at your initial purchase 
date. The foregoing does not apply to exchanges into John Hancock Short-Term 
Strategic Income Fund and John Hancock Limited Term Government Fund, which 
will be subject to the initial fund's CDSC schedule. 

You may exchange Class B shares of the Fund into shares of John Hancock Cash 
Management Fund at net asset value. Shares so acquired will continue to be 
subject to a CDSC upon redemption. The rate of the CDSC will be the rate in 
effect on the original fund at the time of the exchange. 

The Fund reserves the right to require you to keep previously exchanged 
shares (and reinvested dividends) in the Fund for 90 days before you are 
permitted to execute a new exchange. The Fund may also terminate or alter the 
terms of the exchange privilege upon 60 days' notice to shareholders. 

An exchange of shares is treated as a redemption of shares of one fund and 
the purchase of shares in another for Federal income tax purposes. An 
exchange may result in a gain or loss. 

When you make an exchange, your account registration must be identical in 
both the existing and new account. The exchange privilege is available only 
in states where the exchange can be made legally. 

Under exchange agreements with John Hancock Funds, certain dealers, brokers 
and investment advisers may exchange their clients' Fund shares, subject to 
the terms of those agreements and John Hancock Funds' right to reject or 
suspend those exchanges at any time. Because of the restrictions and 
procedures under those agreements, the exchanges may be subject to timing 
limitations and other restrictions that do not apply to exchanges requested 
by shareholders directly, as described above. 

Because Fund performance and shareholders can be hurt by excessive trading, 
the Fund reserves the right to terminate the exchange privilege for any 
person or group that, in John Hancock Funds' judgment, is involved in a 
pattern of exchanges that coincide with a "market timing" strategy that may 
disrupt the Fund's ability to invest effectively according to its investment 
objective and policies, or might otherwise affect the Fund and its 
shareholders adversely. The Fund may also temporarily or permanently 
terminate the exchange privilege for any person who makes seven or more 
exchanges out of the Fund per calendar year. Accounts under common control or 

                                        
<PAGE>
 
ownership will be aggregated for this purpose. Although the Fund will attempt 
to give prior notice whenever it is reasonably able to do so, it may impose 
these restrictions at any time. 

By Telephone 

1. When you fill out the application for your initial purchase of Fund 
shares, you automatically authorize exchanges by telephone unless you check 
the box indicating that you do not wish to authorize telephone exchanges. 

2. Call 1-800-225-5291. Have the account number of your current fund and the 
exact name in which it is registered available to give to the telephone 
representative. 

In Writing 

1. In a letter request an exchange and list the following: 

- --the name and class of the fund whose shares you currently own 
- --your account number 
- --the name(s) in which the account is registered 
- --the name of the fund in which you wish your exchange to be invested 
- --the number of shares, all shares or the dollar amount you wish to exchange 

Sign your request exactly as the account is registered. 

2. Mail the request and information to: 
   John Hancock Investor Services Corporation 
   P.O. Box 9116 
   Boston, Massachusetts 02205-9116 

Reinvestment Privilege 

If you redeem shares of the Fund, you may be able to reinvest the proceeds in 
shares of this Fund or another John Hancock fund without paying an additional 
sales charge. 

1. If you redeem Class A shares of the Fund and then reinvest them into any 
of the other John Hancock funds that are normally subject to a sales charge 
you will not pay a sales charge on your investment as long as you reinvest 
within 120 days of the redemption date. If you paid a CDSC upon a redemption, 
you may reinvest at net asset value in the same class of shares from which 
you redeemed within 120 days. Your account will be credited with the amount 
of the CDSC that was charged previously, and the reinvested shares will 
continue to be subject to a CDSC. For purposes of computing the CDSC payable 
upon a subsequent redemption, the holding period of the shares you acquired 
through reinvestment will include the holding period of the redeemed shares. 

2. Any portion of your redemption may be reinvested in Fund shares or in 
shares of any of the other John Hancock funds, subject to the minimum 
investment limit of that fund. 

3. To reinvest, you must notify Investor Services in writing. Include the 
account number and class from which your shares were originally redeemed. 

                                        
<PAGE>
 
Systematic Withdrawal Plan 

You can pay routine bills from your account or make periodic disbursements 
from your retirement account to comply with IRS regulations. 

1. You may elect the Systematic Withdrawal Plan at any time by completing the 
Account Privileges Application which is attached to this Prospectus. You can 
also obtain the application from your registered representative or by calling 
1-800-225-5291. 

2. To be eligible, you must have at least $5,000 in your account. 

3. Payments from your account can be made monthly, quarterly, semi-annually 
or annually or on a selected monthly and they can be sent to you or any other 
designated payee. 

4. There is no limit on the number of payees you may authorize, but all 
payments must be made at the same time or intervals. 

5. It is not advantageous to maintain a Systematic Withdrawal Plan 
concurrently with purchases of additional Class A or Class B shares because 
you may be subject to an initial sales charge on your purchases of Class A 
shares or to a CDSC on your redemptions of Class B shares. In addition, your 
redemptions are taxable events. 

6. Redemptions will be discontinued if the U.S. Postal service cannot deliver 
your checks, or if deposits to a bank account are returned for any reason. 

Monthly Automatic Accumulation Program (MAAP) 

You can make automatic investments and simplify your investing. 

1. You may authorize an investment to be automatically drawn each month from 
your bank for investment in Fund shares under the "Automatic Investing" and 
"Bank Information" sections of the Account Privileges Application. 

2. You may also authorize automatic investing through payroll deduction by 
completing the "Direct Deposit Investing" section of the Account Privileges 
Application. 

3. You may terminate your Monthly Automatic Accumulation Program at any time. 

4. There is no charge to you for this program, and there is no cost to the 
Fund. 

5. If you have payments withdrawn from a bank account and we are notified 
that the account has been closed, your withdrawals will be discontinued. 

Group Investment Program 

Organized groups of at least four persons may establish accounts.

1. An individual account will be established for each participant, but the 
initial sales charge for Class A shares will be based on the aggregate dollar 
amount of all participants' investments. To determine how to qualify for this 
program, contact your registered representative or call 1-800-225-5291. 

2. The initial aggregate investment of all participants in the group must be 
at least $250. 

3. There is no additional charge for this program. There is no obligation to 
make investments beyond the minimum, and you may terminate the program at any 
time. 

Retirement Plans 

1. You may use the Fund as a funding medium for various types of qualified 
retirement plans, including Individual Retirement Accounts, Keogh Plans (H.R. 
10), Pension and Profit-Sharing Plans (including 401(k) plans), Tax Sheltered 
Annuity Retirement Plans (403(b) or TSA plans) and 457 Plans. 

                                       
<PAGE>
 
2. The initial investment minimum or aggregate minimum for any of these plans 
is $500. However, accounts being established as group IRA, SEP, SARSEP, TSA, 
401(k) and 457 Plans will be accepted without an initial minimum investment. 

INSTITUTIONAL INVESTORS 

Class C shares of the Fund are available only to the following types of 
institutional investors: (i) Benefits plans not affiliated with the Adviser 
which have at least $25,000,000 in plan assets, and either have a separate 
trustee vested with investment discretion and certain limitations on the 
ability of the plan beneficiaries to access their plan investments without 
incurring adverse tax consequences or allow their participants to select 
among one or more investment options, including the Fund 
("participant-directed plans"); (ii) Banks and insurance companies which are 
not affiliated with the Adviser purchasing shares for their own account; 
(iii) Investment companies not affiliated with the Adviser; (iv) Tax-exempt 
retirement plans of the Adviser and its affiliates, including affiliated 
brokers; (v) Unit investment trusts sponsored by John Hancock Funds and 
certain other sponsors. Participant-directed plans include, but are not 
limited to, 401(k), TSA and 457 plans; and (vi) existing full-service clients 
of the John Hancock Mutual Life Insurance Company who were group annuity 
contract holders as of September 1, 1994 are not limited to 401(k), TSA and 
457 plans. 

Class C shares are available to eligible institutional investors at net asset 
value without the imposition of a sales charge and are not subject to ongoing 
distribution fees imposed under a plan adopted pursuant to Rule 12b-1 under 
the Investment Company Act of 1940. The minimum initial investment in Class C 
shares is $1,000,000, but this requirement may be waived at the discretion of 
the Fund's officers. Some individuals who are currently eligible to purchase 
Class A or Class B shares may also be participants in plans that are eligible 
to purchase Class C shares of the Fund. 

John Hancock Funds may pay a one-time payment of up to 0.15% of the amount 
invested in Class C shares to a selling broker for its sales of Class C 
shares. A person entitled to receive compensation for selling shares of the 
Fund may receive different compensation with respect to sales of Class A, 
Class B and Class C shares or any additional future class of shares of the 
Fund. 

Class C shares are also available to existing full-service clients of John 
Hancock Mutual Life Insurance Company group annuity contract holders as of 
September 1, 1994. John Hancock Funds, out of its own resources, may pay to a 
Selling Broker an annual service fee of up to 0.20% of the amount invested in 
Class C shares by these clients. 

The Reinvestment Privilege, Systematic Withdrawal Plan, Monthly Automatic 
Accumulation Program, Group Investment Program and Retirement Plans are not 
available for Class C shares. 

If you are considering a purchase of Class C shares of the Fund, please call 
John Hancock Investor Services Corporation at 1-800-437-9312 to obtain 
information about eligibility, instructions for purchase by check or wire and 
an Institutional Account Application. 

                                        
<PAGE>
 
JOHN HANCOCK SPECIAL VALUE FUND 
Investment Adviser 
John Hancock Advisers, Inc. 
101 Huntington Avenue 
Boston, Massachusetts 02199-7603 

Sub-Adviser 
NM Capital Management Inc. 
6501 Americas Parkway, Suite 950 
Albuquerque, N.M. 87110-5372 

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

Custodian 
Investors Bank & Trust Company 
24 Federal Street 
Boston, Massachusetts 02110 

Transfer Agent 
John Hancock Investor Services Corporation 
P.O. Box 9116 
Boston, Massachusetts 02205-9116 

Independent Auditors 
Ernst & Young LLP 
200 Clarendon Street 
Boston, Massachusetts 02116 

HOW TO OBTAIN INFORMATION 
ABOUT THE FUND 

For: Service Information 
Telephone Exchange call 1-800-225-5291 
Telephone Redemption 
Investment-by-Phone 
TDD call 1-800-554-6713 

JHD-3700P  11/94 

JOHN HANCOCK 
SPECIAL VALUE 
FUND 

Class A and Class B Shares 
Prospectus 
April 1, 1994 as Revised November 7, 1994 

A mutual fund seeking capital appreciation with income as a secondary 
consideration. 

101 Huntington Avenue 
Boston, Massachusetts 02199-7603 
Telephone 1-800-225-5291 

["recycled" logo] Printed on recycled paper using soybean ink 

                                      
<PAGE>
 
(Notes) 

                                       
<PAGE>
 
(Notes) 

                                       
<PAGE>
 
(Notes) 

                                       
<PAGE>
 
JOHN HANCOCK 
GROWTH FUND 
CLASS A AND CLASS B SHARES 
PROSPECTUS 
MAY 1, 1994 

TABLE OF CONTENTS 
<TABLE>
<CAPTION>
                                                     PAGE 
<S>                                                       <C>
Expense Information                                        2 
The Fund's Financial Highlights                            3 
Investment Objective and Policies                          4 
Organization and Management of the Fund                    5 
Alternative Purchase Arrangements                          6 
The Fund's Expenses                                        7 
Dividends and Taxes                                        8 
Performance                                                9 
How to Buy Shares                                         10 
Share Price                                               11 
How to Redeem Shares                                      16 
Additional Services and Programs                          17 
Institutional Investors                                   20 
</TABLE>
This Prospectus sets forth information about John Hancock Growth Fund (the 
"Fund"), a series of John Hancock Capital Series (the "Trust"), that you 
should know before investing. Please read and retain it for future reference. 

Additional information about the Fund has been filed with the Securities and 
Exchange Commission (the "SEC"). You can obtain a copy of the Fund's 
Statement of Additional Information, dated May 1, 1994, and incorporated by 
reference in this Prospectus, free of charge by writing or telephoning: John 
Hancock Fund Services, Inc., P.O. Box 9116, Boston, Massachusetts 02205-9116, 
1-800-225-5291, (1-800-554-6713 TDD). 

Shares of the Fund are not deposits or obligations of, or guaranteed or 
endorsed by, any bank, and the shares are not federally insured by the 
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any 
other agency. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE. 

                                        
<PAGE>
 
EXPENSE INFORMATION 

The purpose of the following information is to help you to understand the 
various fees and expenses that you will bear, directly or indirectly, when 
you purchase shares of the Fund. The operating expenses included in the table 
and hypothetical example below are based on fees and expenses for the Class A 
shares of the Fund for the fiscal year ended December 31, 1993, adjusted to 
reflect current fees and expenses. No Class B shares were actually 
outstanding during that period, since Class B commenced operations on January 
3, 1994. Actual fees and expenses of Class A shares and Class B shares may be 
greater or less than those indicated. 

                                                        Class A         Class B 
                                                        Shares**        Shares**
Shareholder Transaction Expenses 
Maximum sales charge imposed on purchases (as a 
  percentage of offering price)                          5.00%           None 
Maximum sales charge imposed on reinvested dividends     None            None 
Maximum deferred sales charge                            None*           5.00% 
Redemption fee+                                          None            None 
Exchange fee                                             None            None 
Annual Fund Operating Expenses 
  (as a percentage of average net assets) 
Management fee                                           0.80%           0.80% 
12b-1 fee***                                             0.30%           1.00% 
Other expenses                                           0.54%           0.56% 
Total Fund operating expenses                            1.64%           2.36% 

  *No sales charge is payable at the time of purchase on investments in Class 
A shares of $1 million or more, but for these investments a contingent 
deferred sales charge may be imposed, as described below under the caption 
"Share Price," in the event of certain redemption transactions within one 
year of purchase. 
 **The information set forth in the foregoing table relates only to the Class 
A shares and Class B shares. The Fund has been operating since its 
organization primarily with only one class of shares (now designated as Class 
A shares). As of the date of this Prospectus, the Board of Trustees has 
authorized the issuance of three classes of shares of the Fund, designated 
Class A, Class B and Class C. See "Organization and Management of the Fund." 
Class C shares are only offered to certain institutional investors and are 
described in a separate prospectus. Some individual investors who are 
currently eligible to purchase Class A and Class B shares may also be 
participants in plans that are eligible to purchase Class C shares. See 
"Institutional Investors." Class C shares are not subject to a sales charge 
on purchases, redemptions, or reinvested dividends, nor are they subject to 
deferred sales charges or an exchange fee. Class C expenses are identical to 
those of Class A shares except that the transfer agent fee may differ and 
there is no 12b-1 Fee on Class C shares. 
***The amount of the 12b-1 fee used to cover service expenses will be up to 
0.25% of the Fund's average net assets, and the remaining portion will be 
used to cover distribution expenses. See "The Fund's Expenses." 
+Redemption by wire fee (currently $4.00) not included. 

<TABLE>
<CAPTION>
                       Example:                           1 Year      3 Years      5 Years       10 Years 
<S>                                                         <C>         <C>          <C>           <C>
You would pay the following expenses for the 
  indicated period of years on a hypothetical $1,000 
  investment, assuming a 5% annual return: 
Class A shares                                              $66         $ 99         $135          $235 
Class B shares 
 --Assuming complete redemption at end of period            $74         $104         $146          $252 
 --Assuming no redemption                                   $24         $ 74         $126          $252 
</TABLE>
(This example should not be considered a representation of past or future 
expenses. Actual expenses may be greater or less than those shown.) 
You would pay the following expenses for the indicated period of years on a 
hypothetical $1,000 investment in Class C shares, assuming a 5% annual 
return: 1 year, $11; 3 years, $33; 5 years, $57; and 10 years, $127. 

The Fund's payment of a distribution fee may result in a long-term 
shareholder indirectly paying more than the economic equivalent of the 
maximum front-end sales charge permitted under the National Association of 
Securities Dealers Rules of Fair Practice. 

The management and 12b-1 fees referred to above are more fully explained in 
this Prospectus under the caption "The Fund's Expenses" and in the Statement 
of Additional Information under the captions "Investment Advisory and Other 
Services" and "Distribution Contract." 

                                        
<PAGE>
 
THE FUND'S FINANCIAL HIGHLIGHTS 

  The following table of Financial Highlights has been audited by Ernst & 
Young, the Fund's independent auditors, whose unqualified report is included 
in the Fund's 1993 Annual Report and is included in the Statement of 
Additional Information. 

Selected data for each class of shares outstanding throughout each period 
indicated are as follows: 
<TABLE>
<CAPTION>
                                                        Year Ended December 31, 
                          1993      1992      1991       1990      1989      1988      1987     1986      1985     1984 
CLASS A 
<S>                    <C>       <C>       <C>        <C>       <C>       <C>        <C>      <C>      <C>      <C>
Per Share Operating 
  Performance 
Net Asset Value, 
  Beginning of Period    $17.32    $17.48    $12.93     $15.18    $13.33    $12.34    $14.03   $14.50   $12.13   $13.49 
Net Investment Income     (0.11)    (0.06)     0.04       0.16      0.28      0.23      0.22     0.11     0.18     0.25 
Net Realized and 
  Unrealized Gain 
  (Loss) on 
  Investments              2.33      1.10      5.36      (1.47)     3.81      1.16      0.64     1.79     3.11    (0.55) 
  Total from 
  Investment 
  Operations               2.22      1.04      5.40      (1.31)     4.09      1.39      0.86     1.90     3.29    (0.30) 
Less Distributions: 
Dividends from Net 
  Investment Income         --        --      (0.04)     (0.16)    (0.29)    (0.23)    (0.28)   (0.17)   (0.21)   (0.23) 
Distributions from 
  Net Realized Gain 
  on 
  Investments Sold        (2.14)    (1.20)    (0.81)     (0.78)    (1.95)    (0.17)    (2.27)   (2.20)   (0.71)   (0.83) 
  Total Distributions     (2.14)    (1.20)    (0.85)     (0.94)    (2.24)    (0.40)    (2.55)   (2.37)   (0.92)   (1.06) 
Net Asset Value, End  
  of Period              $17.40    $17.32    $17.48     $12.93    $15.18    $13.33    $12.34   $14.03   $14.50   $12.13 
Total Investment 
  Return at Net Asset 
  Value                   13.03%     6.06%    41.68%     (8.34)%   30.96%    11.23%     6.03%   13.83%   28.04%   (1.95)% 
Ratios and 
  Supplemental Data 
Net Assets, End of 
  Period (000's 
  omitted)             $162,937  $153,057  $145.287   $102.416  $105,014  $101,497   $86,426  $87,468  $72,049  $55,337 
Ratio of Expenses to 
  Average Net Assets       1.56%     1.60%     1.44%      1.46%     0.96%     1.06%     1.00%    1.03%    1.09%    1.13% 
Ratio of Net 
  Investment Income 
  to Average Net 
  Assets                  (0.67%)   (0.36%)    0.27%      1.12%     1.73%     1.76%     1.41%    0.77%    1.40%    2.16% 
Portfolio Turnover 
  Rate                       68%       71%       82%       102%       61%       47%       68%      62%      67%      61% 
                            
CLASS C                   1993
Per Share Operating 
  Performance 
Net Asset Value, 
  Beginning of Period    $17.05 
Net Investment Income     (0.02) 
Net Realized and 
  Unrealized Gain on 
  Investments              2.57 
  Total from 
  Investment 
  Operations               2.55 
Less Distributions: 
Dividends from Net 
  Investment Income         -- 
Distributions from 
  Net Realized Gain 
  on 
  Investments Sold        (2.14) 
  Total Distributions     (2.14) 
Net Asset Value, End 
  of Period              $17.46 
Total Investment 
  Return at Net Asset 
  Value                   15.18%(a) 
Ratios and 
  Supplemental Data 
Net Assets, End of 
  Period (000's 
  omitted)               $1,285 
Ratio of Expenses to 
  Average Net Assets       1.05%* 
Ratio of Net 
  Investment Income 
  to Average Net 
  Assets                   0.17%* 
Portfolio Turnover 
  Rate                       68% 
<FN>

 * On an annualized basis. 
** Initial price to commence operations. 
(a) Not annualized 
(b) For the Period May 7, 1993 (Commencement of Operations) to December 31, 
1993 
</FN>
</TABLE>
                                       
<PAGE>
 
INVESTMENT OBJECTIVE AND POLICIES 

The Fund's seeks long-term capital appreciation. 

The investment objective of the Fund is to achieve long-term appreciation of 
capital. The Fund will diversify its investments among a number of industry 
groups without concentration in any particular industry. There can be no 
assurance that the Fund will realize its objective. The Fund believes its 
shares are suitable for investment by persons who are in search of 
above-average long-term reward and can invest without concern for current 
income. 

The Fund invests principally in common stocks (and in securities convertible 
into or with rights to purchase common stocks) of companies which the Fund's 
management believes offer outstanding growth potential over both the 
intermediate and long term. John Hancock Advisers, Inc. (the "Adviser") will 
pursue a strategy of investing in common stocks of those companies whose five 
year average operating earnings and revenue growth are at least two times 
that of the economy, as measured by the Gross Domestic Product. Companies 
selected will generally have positive operating earnings growth for five 
consecutive years, although companies without a five-year record of positive 
earnings growth may also be selected if, in the opinion of the Adviser, they 
have significant growth potential. The Fund may invest up to 15% of its net 
assets in securities having a limited or restricted market. The Adviser 
expects that the average market capitalization of the portfolio will be over 
three billion dollars. 

The Fund may employ certain investment strategies to 
help achieve its investment objective. 

Illiquid Securities.  The Fund may purchase restricted securities including 
those eligible for resale to "qualified institutional buyers" pursuant to 
Rule 144A under the Securities Act of 1933 (the "Securities Act"), subject to 
a nonfundamental restriction limiting all the Fund's illiquid securities to 
not more than 15% of its net assets. The Trustees will monitor the Fund's 
investments in these securities, focusing on certain factors, including 
valuation, liquidity and availability of information. This investment 
practice could have the effect of reducing the level of liquidity in the 
Fund, to the extent that qualified institutional buyers may lose interest in 
purchasing these restricted securities for a time. 

Repurchase Agreements. The Fund may enter into repurchase agreements. In a 
repurchase agreement, the Fund buys a security subject to the right and 
obligation to sell it back at a higher price. These transactions must be 
fully collateralized at all times, but involve some credit risk to the Fund 
if the other party defaults on its obligation and the Fund is delayed or 
prevented from liquidating the collateral. 

Foreign Issuers. The Fund may invest in the securities of foreign issuers in 
the form of American Depositary Receipts (ADRs). ADRs (sponsored or 
unsponsored) are receipts typically issued by an American bank or trust 
company which evidence ownership of underlying securities issued by a foreign 
corporation. Most ADRs are publicly traded on a U.S. stock exchange. The Fund 
currently does not intend to invest more than 15% of its total assets in 
ADRs. Issuers of the shares underlying unsponsored ADRs are not contractually 
obligated to disclose material information in the United States and, 
therefore, there may not be a correlation between this information and the 
market value of an unsponsored ADR. Investments in foreign securities may 
involve risks not present in domestic investments. Foreign companies may not 
be subject to accounting standards or government supervision comparable to 
U.S. com 

                                       
<PAGE>
 
panies, and there is often less publicly available information about their 
operations. They can also be affected by political or financial instability 
abroad. 

When management believes that current market or economic conditions warrant, 
the Fund temporarily may retain cash or invest in preferred stock, 
nonconvertible bonds or other fixed-income securities. Fixed income 
securities in the Fund's portfolio will generally be rated at least BBB by 
Standard & Poor's Corporation ("S&P") or Baa by Moody's Investor's Service, 
Inc. ("Moody's"), or if unrated, determined by the Adviser to be of 
comparable quality. The Fund may, however, invest up to 5% of its net assets 
in lower rated securities, commonly known as "junk bonds." 

The Fund follows certain policies, which may help reduce investment risk. 

The Fund has adopted certain investment restrictions which are detailed in 
the Statement of Additional Information, where they are classified as 
fundamental or nonfundamental. The Fund's investment objective and those 
investment restrictions designated as fundamental may not be changed without 
shareholder approval. All other investment policies and restrictions, 
however, are nonfundamental and can be changed by a vote of the Trustees 
without shareholder approval. Portfolio turnover rates of the Fund for recent 
years are shown in the section "The Fund's Financial Highlights." 

Brokers are chosen based on best price and execution. 

When choosing brokerage firms to carry out the Fund's transactions, the 
primary consideration is execution at the most favorable prices, taking into 
account the broker's professional ability and quality of service. 
Consideration may also be given to the broker's sales of Fund shares. 
Pursuant to procedures determined by the Trustees the Adviser may place 
securities transactions with brokers affiliated with the Adviser. These 
brokers include Tucker Anthony Incorporated and Sutro & Company, Inc. They 
are indirectly owned by John Hancock Mutual Life Insurance Company, which in 
turn indirectly owns the Adviser. 

ORGANIZATION AND MANAGEMENT OF THE FUND 

The Trustees elect officers and retain the investment adviser who is 
responsible for the day-to-day operations of the Fund, subject to the 
Trustees' policies and supervision. 

The Fund is a separate diversified portfolio of the Trust, an open-end 
management investment company organized as a Delaware corporation in 1968 and 
reorganized as a Massachusetts business trust in 1984. The Fund has an 
unlimited number of authorized shares of beneficial interest. The Trust's 
Declaration of Trust permits the Trustees to create and classify shares of 
beneficial interest into separate series of the Trust without shareholder 
approval. As of the date of this Prospectus, the Trustees have authorized the 
Fund and one other series. Although additional series may be added in the 
future, the Trustees have no current intention of creating additional series 
of the Trust. The Trust's Declaration of Trust also permits the Trustees to 
classify and reclassify any series or portfolio of shares of the Fund into 
one or more classes. Accordingly, the Trustees have authorized the issuance 
of three classes of the Fund, designated Class A, Class B and Class C. The 
shares of each class represent an interest in the same portfolio of 
investments of the Fund. Each class has equal rights as to voting, 
redemption, dividends and liquidation. However, each class bears different 
distribution and transfer agent fees and other expenses. Also, Class A and 
Class B shareholders have exclusive voting rights with respect to their 
distribution plans. 

Shareholders have certain rights to remove Trustees. The Fund is not required 
and does not intend to hold annual shareholder meetings, although special 
meetings may be held for such purposes as electing or removing Trustees, 
changing fundamental 

                                        
<PAGE>
 
investment restrictions and policies or approving a management contract. The 
Fund, under certain circumstances, will assist in shareholder communications 
with other shareholders. 

John Hancock Advisers, Inc. advises investment companies having total assets 
of approximately $10 billion. 

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary 
of the John Hancock Mutual Life Insurance Company, a financial services 
company. The Adviser provides the Fund, and other investment companies in the 
John Hancock group of funds, with investment research and portfolio 
management services. John Hancock Broker Distribution Services, Inc. ("Broker 
Services") distributes shares for all of the John Hancock mutual funds 
directly and through selected broker-dealers ("Selling Brokers"). Certain 
Fund officers are also officers of the Adviser and Broker Services. 

Day to day management of the Fund is carried out by Robert G. Freedman, 
President and Chief Investment Officer of the Adviser and portfolio manager 
of the Fund. He is responsible for the development of the Adviser's 
investment policy and directs all of the Adviser's domestic and international 
investment activities, including management of the Adviser's staff of 
portfolio managers. Mr. Freedman joined the Adviser in 1984 as vice president 
and portfolio manager after spending fourteen years with the Bank of Boston 
as an institutional portfolio manager. 

ALTERNATIVE PURCHASE ARRANGEMENTS 

You can purchase shares of the Fund at a price equal to their net asset value 
per share, plus a sales charge. At your election, this charge may be imposed 
either at the time of the purchase (See "Initial Sales Charge 
Alternative--Class A Shares") or on a contingent deferred basis (See 
"Contingent Deferred Sales Charge Alternative--Class B Shares"). If you do 
not specify on your account application which class of shares you are 
purchasing, it will be assumed that you are investing in Class A. shares. 

Investments in Class A shares are subject to an 
initial sales charge. 

Class A Shares. If you elect to purchase Class A shares, you will incur an 
initial sales charge unless your purchase is $1 million or more. If you 
purchase $1 million or more of Class A shares, you will not be subject to an 
initial sales charge, but you will incur a sales charge if you redeem your 
shares within one year of purchase. Class A shares are subject to ongoing 
distribution and service fees at a combined annual rate of up to 0.30% of the 
Fund's average daily net assets attributable to the Class A shares. Certain 
purchases of Class A shares qualify for reduced initial sales charges. See 
"Share Price--Qualifying for a Reduced Sales Charge." 

Investments in Class B shares are subject to a contingent deferred sales 
charge. 

Class B Shares. You will not incur a sales charge when you purchase Class B 
shares, but the shares are subject to a sales charge if you redeem them 
within six years of purchase (the "contingent deferred sales charge" or the 
"CDSC"). Class B shares are subject to ongoing distribution and service fees 
at a combined annual rate of up to 1.00% of the Fund's average daily net 
assets attributable to the Class B shares. Investing in Class B shares 
permits all of your dollars to work from the time your investment is made, 
but the higher ongoing distribution fee will cause these shares to have a 
higher expense ratio than that of Class A shares. To the extent that any 
dividends are paid by the Fund, these higher expenses will result in lower 
dividends than those paid on Class A shares. 

                                        
<PAGE>
 
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE 

You should consider which class of shares will be a more beneficial 
investment for you. 

The alternative purchase arrangement allows you to choose the most beneficial 
way to buy shares, given the amount of purchase, the length of time that you 
expect to hold the shares and other circumstances. You should consider 
whether, during the anticipated life of your Fund investment the accumulated 
CDSC and fees on Class B shares would be less than the initial sales charge 
and accumulated fees on Class A shares purchased at the same time, and to 
what extent this differential would be offset by the Class A shares' lower 
expenses. To help you make this determination, the table under the caption 
"Expense Information" on page 2 of this Prospectus shows examples of the 
charges applicable to each class of shares. Class A shares will normally be 
more beneficial if you qualify for a reduced sales charge. See "Share Price-- 
Qualifying for a Reduced Sales Charge". 

Class A shares are subject to lower distribution and service fees and, 
accordingly, pay correspondingly higher dividends per share, to the extent 
that any dividends are paid. However, because initial sales charges are 
deducted at the time of purchase, you would not have all of your funds 
invested initially and, therefore, would initially own fewer shares. If you 
do not qualify for reduced initial sales charges and expect to maintain your 
investment for an extended period of time you might consider purchasing Class 
A shares because the accumulated distribution and service charges on Class B 
shares may exceed the initial sales charge and accumulated distribution and 
service charges on Class A shares during the life of your investment. 

Alternatively, you might determine that it would be more advantageous to 
purchase Class B shares in order to have all of your funds invested 
initially, although remaining subject to higher distribution fees and, for a 
six-year period, a CDSC. 

In the case of Class A shares, the distribution expenses that Broker Services 
incurs in connection with the sale of shares will be paid from the proceeds 
of the initial sales charge and the ongoing distribution and service fees. In 
the case of Class B shares, the expenses will be paid from the proceeds of 
the ongoing distribution and service fees, as well as the CDSC incurred upon 
redemption within six years of purchase. The purpose and function of the 
Class B shares' CDSC and ongoing distribution and service fees are the same 
as those of the Class A shares' initial sales charge and ongoing distribution 
and service fees. Sales personnel distributing the Fund's shares may receive 
different compensation for selling each class of shares. 

Dividends, if any, on Class A, Class B and Class C shares will be calculated 
in the same manner, at the same time, and on the same day and will be in the 
same amount. However, each class will bear only its own distribution and 
service fees, shareholder meeting expenses and any incremental transfer 
agency costs. See "Dividends and Taxes." 

THE FUND'S EXPENSES 

For managing its investment and business affairs, the Fund pays a fee, 
effective January 1, 1994, to the Adviser which is based on a stated 
percentage of the Fund's average daily net asset value, as follows: 

                                        
<PAGE>
 

      Net Asset Value             Annual Rate 

First $250,000                           0.85% 
Next $250,000,000                        0.75% 
Amount over $500,000,000                 0.70% 
 
The investment management fee is higher than the fees paid to most mutual 
funds but comparable to fees paid by those funds with investment objectives 
similar to that of the Fund. 

From time to time, the Adviser may reduce its fee or make other arrangements 
to limit the Fund's expenses to not more than a specified percentage of 
average daily net assets. The Adviser retains the right to re-impose a fee 
and recover any other payments to the extent that, at the end of any fiscal 
year, the Fund's annual expenses fall below the limit. 

The Fund pays distribution and service fees for marketing and sales-related 
shareholder servicing. 

The Class A and Class B shareholders have adopted distribution plans (each a 
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940. 
Under these Plans, the Fund will pay distribution and service fees at an 
aggregate annual rate of 0.30% of the Class A shares' average daily net 
assets and an aggregate annual rate of 1.00% of the Class B shares' average 
daily net assets. In each case, up to 0.25% is for service expenses and the 
remaining amount is for distribution expenses. The distribution fees will be 
used to reimburse Broker Services for its distribution expenses including but 
not limited to: (i) initial and ongoing sales compensation to Selling Brokers 
and others (including affiliates of Broker Services) engaged in the sale of 
Fund shares; (ii) marketing, promotional and overhead expenses incurred in 
connection with the distribution of Fund shares; and (iii) with respect to 
Class B shares only, interest expenses on unreimbursed distribution expenses. 
The service fees will be used to compensate Selling Brokers for providing 
personal and account maintenance services to shareholders. In the event 
Broker Services is not fully reimbursed for payments made or expenses 
incurred by it under the Class A Plan, these expenses will not be carried 
beyond twelve months from the date they were incurred. These unreimbursed 
expenses under the Class B Plan will be carried forward together with 
interest on the balance of these unreimbursed expenses. 

The Fund's total expenses for Class A shares for the year ended December 31, 
1993 were 1.56% of average daily net asset value. 

DIVIDENDS AND TAXES 

Dividends. Dividends from the Fund's net investment income and capital gains 
are generally declared and paid annually. Dividends are reinvested in 
additional shares of your class unless you elect the option to receive them 
in cash. If you elect the cash option and the U.S. Postal Service cannot 
deliver your checks, your election will be converted to the reinvestment 
option. Because of the higher expenses associated with Class B shares, any 
dividend on Class B shares will be lower than that on Class A shares. See 
"Share Price." 

                                       
<PAGE>
 
Taxation. Dividends from the Fund's net investment income and net short-term 
capital gains are taxable to you as ordinary income. Dividends from the 
Fund's net long-term capital gains are taxable as long-term capital gains. 
These dividends are taxable whether you take them in cash or reinvest in 
additional shares. Certain dividends may be paid in January of a given year 
but they may be taxable as if you received them the previous December. The 
Fund will send you a statement by January 31 showing the tax status of the 
dividends you received for the prior year. 

The Fund has qualified and intends to continue to qualify as a regulated 
investment company under Subchapter M of the Internal Revenue Code of 1984, 
as amended (the "Code"). As a regulated investment company, the Fund will not 
be subject to Federal income taxes on any net investment income and net 
realized capital gains that are distributed to its shareholders at least 
annually. When you redeem (sell) or exchange shares, you may realize a gain 
or loss. 

On the account application, you must certify that your social security or 
other taxpayer identification number is correct and that you are not subject 
to backup Federal tax withholding. If you do not provide this information or 
are otherwise subject to withholding, the Fund may be required to withhold 
31% of your dividends, redemptions and exchanges. 

In addition to Federal taxes, you may be subject to state, local or foreign 
taxes, depending on your residence. You should consult your tax adviser for 
specific advice. 

PERFORMANCE 

The Fund may advertise its total return. 

The Fund's total return shows its overall dollar or percentage change in 
value, assuming the reinvestment of all dividends. Cumulative total return 
shows the Fund's performance over a period of time. Average annual total 
return shows the cumulative return divided over the number of years included 
in the period. Because average annual total return tends to smooth out 
variations in performance, you should recognize that it is not the same as 
actual year-to-year results. 

Total return is based on the overall change in value of a hypothetical 
investment in the Fund. 

Total return calculations for Class A shares generally include the effect of 
paying the maximum sales charge (except as shown in "The Funds' Financial 
Highlights"). Investments at a lower sales charge would result in higher 
performance figures. Total return for the Class B shares reflects the 
deduction of the applicable CDSC imposed on a redemption of shares held for 
the applicable period. All calculations assume that all dividends are 
reinvested at net asset value on the reinvestment dates during the periods. 
Total return of Class A, Class B and Class C shares will be calculated 
separately, and, because each class is subject to different expenses, the 
total return with respect to that class for the same period may differ. The 
relative performance of the Class A and Class B shares will be affected by a 
variety of factors, including the higher operating expenses attributable to 
the Class B shares, whether the Fund's investment performance is better in 
the earlier or later portions of the period measured and the level of net 
assets of the Classes during the period. The Fund will include the total 
return of Class A, Class B and Class C shares in any advertisement or 
promotional materials including the Fund's performance data. The value of 
Fund shares, when redeemed, may be more or less than their original cost. 

                                       
<PAGE>
 
Total return is a historical calculation and is not an indication of future 
performance. See "Factors to Consider in Choosing an Alternative." Further 
information about the performance of the Fund is contained in the Fund's 
Annual Report to Shareholders which may be obtained free of charge by writing 
or telephoning John Hancock Fund Services, Inc. at the address or telephone 
number listed on the front page of this Prospectus. 

HOW TO BUY SHARES 

Opening an account 

The minimum initial investment in Class A and Class B shares is $1,000 ($250 
for group investments and $500 for retirement plans). 

Complete the Account Application attached to this Prospectus. Indicate 
whether you are purchasing Class A or Class B shares. If you do not specify 
which class of shares you are purchasing, Fund Services will assume you are 
investing in Class A shares. 

By Check 

1. Make your check payable to John Hancock Fund Services, Inc. ("Fund 
Services"). 
2. Deliver the completed application and check to your registered 
representative or Selling Broker, or mail it directly to Fund Services. 

By Wire 

1. Obtain an account number by contacting your registered representative or 
Selling Broker, or by calling 1-800-225-5291. 
2. Instruct your bank to wire funds to: 
First Signature Bank & Trust 
John Hancock Deposit Account No. 900000260 
ABA Routing No. 211475000 
For credit to: John Hancock Growth Fund 
(Class A or Class B shares) 
Your Account Number 
Name(s) under which account is registered 
3. Deliver the completed application to your registered representative or 
Selling Broker, or mail it directly to Fund Services. 

Buying additional Class A and Class B shares 

Monthly Automatic 
Accumulation 
Program (MAAP) 

1. Complete the "Automatic Investing" and "Bank Information" sections on the 
Account Privileges Application, designating a bank account from which funds 
may be drawn. 
2. The amount you elect to invest will be automatically withdrawn from your 
bank or credit union account. 

By Telephone 

1. Complete the "Invest-By-Phone" and "Bank Information" sections on the 
Account Privileges Application, designating a bank account from which funds 
may be drawn. Note that in order to invest by phone, your account must be in 
a bank or credit union that is a member of the Automated Clearing House 
system (ACH). 
2. After your authorization form has been processed, you may purchase 
additional Class A or Class B shares by calling Fund Services toll-free at 
1-800-225-5291. 
3. Give the Fund Services representative the name(s) in which your account is 
registered, the Fund name, the class of shares you own, your account number 
and the amount you wish to invest. 
4. Your investment normally will be credited to your account the business day 
following your phone request. 

                                       
<PAGE>
 
By Check 

1. Either complete the detachable stub included on your account statement or 
include a note with your investment listing the name of the Fund, the class 
of shares you own, your account number and the name(s) in which the account 
is registered. 
2. Make your check payable to John Hancock Fund Services, Inc. 
3. Mail the account information and check to: 
John Hancock Fund Services, Inc. 
P.O. Box 9115 
Boston, MA 02205-9115 
or deliver it to your registered representative or Selling Broker. 

By Wire 

Instruct your bank to wire funds to: 
First Signature Bank & Trust 
John Hancock Deposit Account No. 900000260 
ABA Routing No. 211475000 
For credit to: John Hancock Growth Fund 
(Class A or Class B shares) 
Your Account Number 
Name(s) under which account is registered 

Other Requirements: All purchases must be made in U.S. dollars. Checks 
written on foreign banks will delay purchases until U.S. funds are received, 
and a collection charge may be imposed. Shares of the Fund are priced at the 
offering price based on the net asset value computed after Broker Services 
receives notification of the dollar equivalent from the Fund's custodian 
bank. Wire purchases normally take two or more hours to complete and, to be 
accepted the same day, must be received by 4:00 p.m., New York time. Your 
bank may charge a fee to wire funds. Telephone transactions are recorded to 
verify information. Share certificates are not issued unless a request is 
made to Fund Services. 

Institutional Investors: Certain institutional investors may purchase Class C 
shares of the Fund, which have no sales charge or 12b-1 fee. See 
"Institutional Investors" for further information. 

You will receive statements regarding your account which you should keep to 
help with your personal recordkeeping. 

You will receive a statement of your account after any transaction that 
affects your share balance or registration (statements related to 
reinvestment of dividends and automatic investment/withdrawal plans will be 
sent to you quarterly). A tax information statement will be mailed to you by 
January 31 of each year. 

SHARE PRICE 

The offering price of shares is their net asset value plus a sales charge, if 
applicable, which will vary with the purchase alternative you choose. 

The net asset value ("NAV") is the value of one share. The NAV per share is 
calculated by dividing the net asset value of each Class by the number of 
outstanding shares of that class. The NAV will be different for each class to 
the extent that different amounts of undistributed income are accrued on 
shares of each class between dividend declarations. 

Securities in the Fund's portfolio are generally valued at their last 
exchange sale price as provided by a pricing service which utilizes 
electronic pricing techniques. If no sale has occurred on the date assets are 
valued, or if the security is traded only in the over-the-counter market, it 
normally will be valued at its last available bid price. Fixed-income 
securities are generally valued by a pricing service which uses electronic 
pricing techniques based on general institutional trading. Some securities 
are valued at fair value based on procedures approved by the Trustees, and 
for certain other securities, the amortized cost method is used if the 
Trustees determine in good faith that this approximates fair value, as 
described more fully in the Statement of Additional 

                                        
<PAGE>
 
Information. The NAV is calculated once daily as of the close of regular 
trading on the New York Stock Exchange (generally at 4:00 p.m., New York 
time) on each day that the Exchange is open. 

Shares of the Fund are sold at the offering price based on the NAV computed 
after your investment request is received in good order by Broker Services. 
If you buy shares of the Fund through a Selling Broker, the Selling Broker 
must receive your investment before the close of regular trading on the New 
York Stock Exchange and transmit it to Broker Services before its close of 
business to receive that day's offering price. 

The Fund offers two classes of shares in this Prospectus: Class A shares, 
which are subject to an initial sales charge and Class B shares, which are 
subject to a contingent deferred sales charge. If you do not specify a 
particular class of shares, it will be assumed that you are purchasing Class 
A shares and an initial sales charge will be assessed. 

Initial Sales Charge Alternative--Class A Shares. The offering price you pay 
for Class A shares of the Fund equals the NAV plus a sales charge as follows: 

<TABLE>
<CAPTION>
                              Sales          Sales          Combined        Reallowance 
                              Charge         Charge         Reallowance     to Selling 
                              as a           as a           and Service     Brokers as a 
                              Percentage     Percentage     Fee as a        Percentage 
                              of the         of the         Percentage      of the 
Amount Invested               Offering       Amount         of Offering     Offering 
(Including Sales Charge)      Price          Invested       Price(+)        Price(*) 
<S>                            <C>            <C>            <C>             <C>
Less than $50,000              5.00%          5.26%          4.25%           4.01% 
$50,000 to $99,999             4.50%          4.71%          3.75%           3.51% 
$100,000 to $249,999           3.50%          3.63%          2.85%           2.61% 
$250,000 to $499,999           2.50%          2.56%          2.10%           1.86% 
$500,000 to $999,999           2.00%          2.04%          1.60%           1.36% 
$1,000,000 and over            0.00%((**))    0.00%((**))    ((***))         0.00%((***)) 
<FN>

  (*)Upon notice to Selling Brokers with whom it has sales agreements, Broker 
Services may reallow an amount up to the full applicable sales charge. A 
Selling Broker to whom substantially the entire sales charge is reallowed or 
who receives these incentives may be deemed to be an underwriter under the 
Securities Act of 1933. 

 (**)No sales charge is payable at the time of purchase of Class A shares of 
$1 million or more, but a contingent deferred sales charge may be imposed in 
the event of certain redemption transactions within one year of purchase. 

(***)Broker Services may pay a commission and first year's service fee (as 
described in (+) below) to Selling Brokers who initiate and are responsible 
for purchases of $1 million or more in aggregate as follows: 1% on sales to 
$4,999,999, 0.50% on the next $5 million and 0.25% on $10 million and over. 

(+) At the time of sale, Broker Services pays to Selling Brokers the first 
year's service fee in advance, in an amount equal to 0.25% of the net assets 
invested in the Fund. Thereafter it pays the service fee periodically in 
arrears in an amount up to 0.25% of the Fund's average annual net assets. 
Selling Brokers receive the fee as compensation for providing personal and 
account maintenance services to shareholders. 

</FN>
</TABLE>
Sales charges ARE NOT APPLIED to any dividends which are reinvested in 
additional shares of the Fund. 

In addition to the reallowance allowed to all Selling Brokers, Brokers 
Services will pay the following: Round trip airfare to a luxury resort will 
be given to each registered 

                                        
<PAGE>
 
representative of a Selling Broker who sells certain amount of shares of John 
Hancock funds. Broker Services will make these incentive payments out of its 
own resources. Other than distribution fees, the Fund does not bear 
distribution expenses. 

Broker Services will pay certain affiliated Selling Brokers at an annual rate 
of up to 0.05% of the daily net assets of the accounts attributable to these 
brokers. 

Under certain circumstances described below, investors in Class A shares may 
be entitled to pay reduced sales charges. See "Qualifying For a Reduced Sales 
Charge" below. 

Contingent Deferred Sales Charge--Investments of $1 Million or More in Class 
A Shares. Purchases of $1 million or more in Class A shares will be made at 
net asset value with no initial sales charge, but if the shares are redeemed 
within 12 months after the end of the calendar month in which the purchase 
was made (the contingent deferred sales charge period), a contingent deferred 
sales charge ("CDSC") will be imposed. The rate of the CDSC will depend on 
the amount invested as follows: 
 
Amount Invested                     CDSC Rate 

$1 million to $4,999,999              1.00% 
Next $5 million to $9,999,999         0.50% 
Amounts of $10 million and over       0.25% 
 
The charge will be assessed on an amount equal to the lesser of the current 
market value or the original purchase cost of the Class A shares redeemed. 
Accordingly, no CDSC will be imposed on increases in account value above the 
initial purchase price, including any dividends which have been reinvested in 
additional Class A shares. 

In determining whether a CDSC applies to a redemption, the calculation will 
be determined in a manner that results in the lowest possible rate being 
charged. Therefore, it will be assumed that redemption is first made from any 
shares in the shareholder's account not subject to the CDSC. The CDSC is 
waived on redemption in certain circumstances. See the discussion below under 
the caption "Waiver of Contingent Deferred Sales Charges." 

You may qualify for a reduced sales charge on your investments in Class A 
shares. 

Qualifying for a Reduced Sales Charge. If you invest more than $50,000 in 
Class A shares of the Fund or a combination of funds in the John Hancock 
family of funds (except money market funds), you may qualify for a reduced 
sales charge on your investments through a LETTER OF INTENTION or through the 
COMBINATION PRIVILEGE. You may also be able to use the ACCUMULATION PRIVILEGE 
to take advantage of the value of your previous investments in Class A shares 
of John Hancock funds when meeting the breakpoints for a reduced sales 
charge. 

Class A shares of the Fund may be purchased without paying an initial sales 
charge by the following: 

* A Trustee/Director or officer of the Trust/Company; a Director or officer 
of the Adviser and its affiliates or Selling Brokers; employees or sales 
representatives of any of the foregoing; retired officers employees and 
Directors of any of the foregoing; a member of the immediate family of any of 
the foregoing; or any Fund, pension, profit sharing or other benefit plan for 
the individuals described above. 

* Any state, county, city or any instrumentality, department, authority or 
agency of these entities (an "eligible governmental authority") which is 
prohibited by applicable 

                                        
<PAGE>
 
investment laws from paying a sales charge or commission when it purchases 
shares of any registered investment management company. 

* A bank, trust company, credit union, savings institution or other type of 
depository institution, its trust departments or common trust funds (an 
"eligible depository institution") if it is purchasing $1 million or more for 
non-discretionary customers or accounts. 

* A broker, dealer or registered investment adviser that has entered into an 
agreement with Broker Services providing specifically for the use of Fund 
shares in fee-based investment products make available to their clients. 

* A former participant in an employee benefit plan with John Hancock Mutual 
Funds, when s/he withdraws from his/her plan and transfers any or all of 
his/her plan distributions directly to the Fund. 

* Class A shares of the Fund may also be purchased without an initial sales 
charge in connection with certain liquidation, merger or acquisition 
transactions involving other investment companies or personal holding 
companies. 

Contingent Deferred Sales Charge Alternative--Class B Shares. Class B shares 
are offered at net asset value per share without a sales charge, so that your 
entire investment will go to work at the time of purchase. However, Class B 
shares redeemed within six years of purchase will be subject to a CDSC at the 
rates set forth below. This charge will be assessed on an amount equal to the 
lesser of the current market value or the original purchase cost of the 
shares being redeemed. Accordingly, you will not be assessed a CDSC on 
increases in account value above the initial purchase price, including shares 
derived from dividend reinvestment or capital gains distributions. 

In determining whether a CDSC applies to a redemption, the calculation will 
be determined in a manner that results in the lowest possible rate being 
charged. It will be assumed that your redemption comes first from shares you 
have held beyond the six-year CDSC redemption period or those you acquired 
through reinvestment of dividends or distributions, and next from the shares 
you have held the longest during the six-year period. 

EXAMPLE: 

You have purchased 100 shares at $10 per share. The second year after your 
purchase, your investment's net asset value per share has increased by $2 to 
$12, and you have gained 10 additional shares through dividend reinvestment. 
If you redeem 50 shares at this time, your CDSC will be calculated as 
follows: 


*   Proceeds of 50 shares redeemed 
    at $12 per share                                      $600 
*   Minus proceeds of 10 shares not subject to 
    CDSC because they were acquired 
    through dividend reinvestment (10 X $12)              -120 
*   Minus appreciation on remaining shares, 
    also not subject to CDSC (40 X $2)                    - 80 
*   Amount subject to CDSC                                $400 
 
Proceeds from the CDSC are paid to Broker Services. Broker Services uses them 
in whole or in part to defray its expenses related to providing the Fund with 
distribution services in connection with the sale of Class B shares, such as 
compensating Selling Brokers for selling these shares. The combination of the 
CDSC and the distribution 

                                       
<PAGE>
 
and service fees makes it possible for the Fund to sell Class B shares 
without deducting a sales charge at the time of the purchase. 

The amount of the CDSC, if any, will vary depending on the number of years 
from the time you purchase your Class B shares until the time you redeem 
them. Solely for purposes of determining the holding period, any payments you 
make during the month will be aggregated and deemed to have been made on the 
last day of the month. 


                                     Contingent Deferred Sales 
Year in Which Class B Shares         Charge As a Percentage of 
Redeemed Following Purchase          Dollar Amount Subject to CDSC 

First                                           5.0% 
Second                                          4.0% 
Third                                           3.0% 
Fourth                                          3.0% 
Fifth                                           2.0% 
Sixth                                           1.0% 
Seventh and thereafter                          None 

A commission equal to 3.75% of the amount invested and a first year's service 
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The 
initial service fee is paid in advance at the time of sale for personal and 
account maintenance services provided to shareholders during the twelve 
months following the sale. Thereafter the service fee is paid in arrears. 

Conversion of Class B Shares. Your Class B shares and an appropriate portion 
of reinvested dividends on those shares will be converted into Class A shares 
automatically no later than the month following eight years after the shares 
were purchased, resulting in lower annual distribution fees. If you exchanged 
Class B shares into the Fund from another John Hancock fund, the calculation 
will be based on the time the shares in the original fund were purchased. 

Waiver of Contingent Deferred Sales Charge. The CDSC is waived on redemptions 
of Class B shares (and Class A shares subject to the CDSC) in the following 
circumstances: (1) redemptions in connection with a tax-exempt retirement 
plan distribution which is mandatory under the Code (ie., after age 70-1/2); 
(2) redemptions involving certain liquidation, merger or acquisition 
transactions involving other investment companies or personal holding 
companies; (3) redemptions that are due to death or disability; or (4) 
redemptions made pursuant to the Reinvestment Privilege, as described below. 
The CDSC is waived on redemptions of shares following distributions to 
participants or beneficiaries of plans qualified under Section 401(a) of the 
Code or from custodial accounts under Code Section 403(b)(7), deferred 
compensation plans under Code Section 457 and other employee benefit plans, 
and certain returns of excess contributions made to these plans. In addition, 
all of these distributions must be permitted to be made without penalty under 
the Code. In addition, certain IRA and retirement plans purchasing shares 
before October 1, 1992 will not be subject to a CDSC. 

If you are entitled to a waiver of the CDSC, you must notify Fund Services 
either directly or through your Selling Broker at the time you make your 
redemption. The waiver will be granted subject to confirmation of your 
entitlement to the waiver. 

                                       
<PAGE>
 
HOW TO REDEEM SHARES 

You may redeem all or a portion of your shares on any business day. Your 
shares will be redeemed at the next NAV calculated after your redemption 
request is received in good order by Fund Services, less any applicable CDSC. 
The Fund may hold payment until reasonably satisfied that investments which 
were recently made by check or Invest-by-Phone have been collected (which may 
take up to 10 calendar days). 

Once your shares are redeemed, the Fund generally sends you payment on the 
next business day. When you redeem your shares, you will generally realize a 
gain or loss depending on the difference between what you paid for them and 
what you receive for them, subject to certain tax rules. Under unusual 
circumstances, the Fund may suspend redemptions or postpone payment for up to 
seven days or longer, as permitted by Federal securities laws. 

To assure acceptance of your redemption request, please follow these 
procedures. 

By Telephone 

All Fund shareholders are automatically eligible for the telephone redemption 
privilege. Call 1-800-225-5291, from 8:00 A.M. to 4:00 P.M. (New York time), 
Monday through Friday, excluding days on which the New York Stock Exchange is 
closed. Fund Services employs the following procedures to confirm that 
instructions received by telephone are genuine. Your name, the account 
number, taxpayer identification number applicable to the account and other 
relevant information may be requested. In addition, telephone instructions 
are recorded. 
You may redeem up to $100,000 by telephone, but the address on the account 
must not have changed for the last 30 days. A check will be mailed to the 
exact name(s) and address shown on the account. 
If reasonable procedures, such as those described above, are not followed, 
the Fund may be liable for any loss due to unauthorized or fraudulent 
telephone instructions. In all other cases, neither the Fund nor Fund 
Services will be liable for any loss or expense for acting upon telephone 
instructions made in accordance with the telephone transactions procedures 
mentioned above. 
Telephone redemption is not available for IRAs or other tax-qualified 
retirement plans or shares of the Fund that are in certificate form. 
During periods of extreme economic conditions or market changes, telephone 
requests may be difficult to implement due to a large volume of calls. During 
these times you should consider placing redemption requests in writing or 
using EASI-Line. EASI-Line is a telephone number which is listed on account 
statements. 

By Wire 

If you have a telephone redemption form on file with the Fund, redemption 
proceeds of $1,000 or more can be wired on the next business day to your 
designated bank account, and a fee (currently $4.00) will be deducted. You 
may also use electronic funds transfer to your assigned bank account, and the 
funds are usually collectable after two business days. Your bank may or may 
not charge for this service. Redemptions of less than $1,000 will be sent by 
check or electronic funds transfer. 
This feature may be elected by completing the "Telephone Redemption" section 
on the Account Privileges Application attached to this Prospectus. 

In Writing 

Send a stock power or letter of instruction specifying the name of the Fund, 
the dollar amount or the number of shares to be redeemed, your name, class of 
shares, your account number and the additional requirements listed below that 
apply to your particular account. 

                                        
<PAGE>
 
Who may guarantee your signature 
Additional information about redemptions 

 
Type of Registration                Requirements 
 
Individual, Joint Tenants,          A letter of instruction signed (with 
  Sole Proprietorship,              titles where applicable) by all persons 
  Custodial (Uniform Gifts or       authorized to sign for the account, 
  Transfer to Minors Act),          exactly as it is registered with the 
  General Partners.                 signature(s) guaranteed. 
Corporation, Association            A letter of instruction and a corporate 
                                    resolution, signed by person(s) 
                                    authorized to act on the account, with 
                                    the signature(s) guaranteed. 
Trusts                              A letter of instruction signed by the 
                                    Trustee(s) with the signature(s) 
                                    guaranteed. (If the Trustee's name is not 
                                    registered on your account, also provide 
                                    a copy of the trust document, certified 
                                    within the last 60 days.) 
 
If you do not fall into any of these registration categories, please call 
1-800-225-5291 for further instructions. 

A signature guarantee is a widely accepted way to protect you and the Fund by 
verifying the signature on your request. It may not be provided by a notary 
public. If the net asset value of the shares redeemed is $100,000 or less, 
Broker Services may guarantee the signature. The following institutions may 
provide you with a signature guarantee, provided that the institution meets 
credit standards established by Fund Services: (i) a bank; (ii) a securities 
broker or dealer, including a government or municipal securities broker or 
dealer, that is a member of a clearing corporation or meets certain net 
capital requirements; (iii) a credit union having authority to issue 
signature guarantees; (iv) a savings and loan association, a building and 
loan association, a cooperative bank, a federal savings bank or association; 
or (v) a national securities exchange, a registered securities exchange or a 
clearing agency. 
Through Your Broker 

Your broker may be able to initiate the redemption. Contact him or her for 
instructions. 

If you have certificates for your shares, you must submit them with your 
stock power or a letter of instruction. Unless you specify to the contrary, 
any outstanding Class A shares will be redeemed before Class B shares. You 
may not redeem certificated shares by telephone. 
Due to the proportionately high cost of maintaining smaller accounts, the 
Fund reserves the right to redeem at net asset value all shares in an account 
which holds fewer than 50 shares (except accounts under retirement plans) and 
to mail the proceeds to the shareholder, or the transfer agent may impose an 
annual fee of $10. No account will be involuntarily redeemed or additional 
fee imposed, if the value of the account is in excess of the Fund's minimum 
initial investment. No CDSC will be imposed on involuntary redemptions of 
shares. 

Shareholders will be notified before these redemptions are to be made or this 
fee is imposed and will have 30 days to purchase additional shares to bring 
their account up to the required minimum. Unless the number of shares 
acquired by further purchases and dividend reinvestments, if any, exceeds the 
number of shares redeemed, repeated redemptions from a smaller account may 
eventually trigger this policy. 

ADDITIONAL SERVICES AND PROGRAMS 

Exchange Privilege 

You may exchange shares of the Fund only for shares of the same class in 
another John Hancock mutual fund. 

If your investment objective changes, or if you wish to achieve further 
diversification, John Hancock offers other funds with a wide range of 
investment goals. Contact your registered representative or Selling Broker 
and request a prospectus for the John Hancock funds that interest you. Read 
the prospectus carefully before exchanging your shares. You can exchange 
shares of each class of the Fund only for shares of the same class of another 
John Hancock mutual fund. For this purpose, John Hancock funds with only one 
class of shares will be treated as Class A whether or not they have been so 
designated. 

Exchanges between funds which are not subject to a CDSC are based on their 
respective net asset values. No sales charge or transaction charge is 
imposed. Class B shares of 

                                        
<PAGE>
 
the Fund which are subject to a CDSC may be exchanged for Class B shares of 
another John Hancock fund without incurring the CDSC; however these shares 
will be subject to the CDSC schedule of the shares acquired (except that 
exchanges into John Hancock Short-Term Strategic Income Fund and John Hancock 
Limited Term Government Fund will be subject to the initial fund's CDSC). For 
purposes of computing the CDSC payable upon redemption of shares acquired in 
an exchange, the holding period of the original shares is added to the 
holding period of the shares acquired in an exchange. 

You may exchange Class B shares of the Fund into John Hancock Cash Management 
Fund at net asset value. Shares so acquired will continue to be subject to a 
CDSC upon redemption. The rate of the CDSC will be the rate in effect for the 
original fund at the time of the exchange. 

If you exchange Class B shares purchased prior to January 1, 1994 (except 
John Hancock Short-Term Strategic Income Fund) for Class B shares of any 
other John Hancock fund, you will continue to be subject to the CDSC schedule 
that was in effect when they were purchased. See "Contingent Deferred Sales 
Charge Alternative--Class B shares." 

The Fund reserves the right to require you to keep previously exchanged 
shares (and reinvested dividends) in the Fund for 90 days before you are 
permitted a new exchange. Under exchange agreements with Broker Services, 
certain dealers, brokers and investment advisers may exchange their clients' 
Fund shares, subject to the terms of those agreements and Broker Services' 
right to reject or suspend those exchanges at any time. Because of the 
restrictions and procedures under those agreements, the exchanges may be 
subject to timing limitations and other restrictions that do not apply to 
exchanges requested by shareholders directly, as described above. 

Because Fund performance and shareholders can be hurt by excessive trading, 
the Fund reserves the right to terminate the exchange privilege for any 
person or group that, in Broker Services' judgment, is involved in a pattern 
of exchanges that coincide with a "market timing" strategy that may disrupt 
the Fund's ability to invest effectively according to its investment 
objective and policies, or might otherwise affect the Fund and its 
shareholders adversely. The Fund may also temporarily or permanently 
terminate the exchange privilege for any person who makes seven or more 
exchanges out of the Fund per calendar year. Accounts under common control or 
ownership will be aggregated for this purpose. 

Although the Fund will attempt to give you prior notice whenever it is 
reasonably able to do so, it may impose these restrictions at any time. The 
Fund may also terminate or alter the terms of the exchange privilege upon 60 
days' notice to shareholders. 

An exchange of shares is treated as a redemption of shares of one fund and 
the purchase of shares in another fund for Federal income tax purposes. An 
exchange may result in a gain or loss. 

When you make an exchange, your account registration must be identical in 
both the existing and new account. The exchange privilege is available only 
in states where the exchange can be made legally. 

                                        
<PAGE>
 
By Telephone 

1. When you fill out the application for your purchase of Fund shares, you 
automatically authorize exchanges by telephone unless you check the box 
indicating that you do not wish to have the telephone exchange privilege. 

2. Call 1-800-225-5291. Have the account number of your current fund and the 
exact name in which it is registered available to give to the telephone 
service representative. 

In Writing 

1. In a letter request an exchange and list the following: 
- -- the name and class of the fund whose shares you currently own 
- -- your account number 
- -- the name(s) in which the account is registered 
- -- the name of the fund in which you wish your exchange to be invested 
- -- the number of shares, all shares or the dollar amount you wish to exchange 
Sign your request exactly as the account is registered. 

2. Mail the request and information to: 

John Hancock Fund Services, Inc. 
P.O. Box 9116 
Boston, Massachusetts 02205-9116 

Reinvestment Privilege 

If you redeem shares of the Fund, you may be able to reinvest the proceeds in 
shares of this Fund or another John Hancock fund without paying an addi- 
tional sales charge. 

1. No sales charge will apply to Class A shares that are reinvested in any of 
the other John Hancock funds which are otherwise subject to a sales charge as 
long as you reinvest within 120 days of the redemption date. If you paid a 
CDSC upon a redemption, you may reinvest at net asset value in the same class 
of shares from which you redeemed within 120 days. Your account will be 
credited with the amount of the CDSC previously charged, and the reinvested 
shares will continue to be subject to a CDSC. The holding period of the 
shares acquired through reinvestment, for purposes of computing the CDSC 
payable upon a subsequent redemption, will include the holding period of the 
redeemed shares. 

2. Any portion of your redemption may be reinvested in Fund shares or in 
shares of any of the other John Hancock funds, subject to the minimum 
investment limit of that fund. 

3. To reinvest, you must notify Fund Services in writing. Include the account 
number and class from which your shares were originally redeemed. 

Systematic Withdrawal Plan 

You can pay routine bills from your account or make periodic disbursements 
from your retirement account to comply with IRS regulations. 

1. You may elect the Systematic Withdrawal Plan at any time by completing the 
Account Privileges Application which is attached to this Prospectus. You can 
also obtain this application from your registered representative or by 
calling 1-800-225-5291. 

2. To be eligible, you must have at least $5,000 in your account. 

3. Payments from your account can be made monthly, quarterly, semi-annually 
or annually or on a selected monthly basis to yourself or any other 
designated payee. 

4. There is no limit on the number of payees you may authorize, but all 
payments must be made at the same time or intervals. 

                                        
<PAGE>
 
5. It is not advantageous to maintain a Systematic Withdrawal Plan 
concurrently with purchases of additional Class A or Class B shares because 
you may be subject to an initial sales charge on your purchases of Class A 
shares or a CDSC on your redemptions of Class B shares. In addition, your 
redemptions are taxable events. 

6. If the U.S. Postal Service cannot deliver your checks, or if deposits to a 
bank account are returned for any reason, your redemptions will be 
discontinued. 

Monthly Automatic Accumulation Program (MAAP) 

You can make automatic investments and simplify your investing. 

1. You may authorize an investment to be drawn automatically each month from 
your bank for investment in Fund shares, under the "Automatic Investing" and 
"Bank Information" sections of the Account Privileges Application. 

2. You may also authorize automatic investing through payroll deduction by 
completing the "Direct Deposit Investing" section of the Account Privileges 
Application. 

3. You may terminate your Monthly Automatic Accumulation Program at any time. 

4. There is no charge to you for this program, and there is no cost to the 
Fund. 

5. If you have payments being withdrawn from a bank account and we are 
notified that the account has been closed, your withdrawals will be 
discontinued. 

Group Investment Program 

Organized groups of at least four persons may establish accounts. 

1. An individual account will be established for each participant, but the 
initial sales charge for Class A shares will be based on the aggregate dollar 
amount of all participants' investments. To determine how to qualify for this 
program, contact your registered representative or call 1-800-225-5291. 

2. The initial aggregate investment of all participants in the group must be 
at least $250. 

3. No additional charge is made in connection with this program. There is no 
obligation to make investments beyond the minimum, and you may terminate the 
program at any time. 

Retirement Plans 

1. You may use the Fund as a funding medium for various types of qualified 
retirement plans, including Individual Retirement Accounts, Keogh Plans (H.R. 
10), Pension and Profit Sharing Plans (including 401(k) plans), Tax-Sheltered 
Annuity Retirement Plans (403(b) or TSA Plans) and 457 Plans. 

2. The initial investment minimum or aggregate minimum for any of the above 
plans is $500. However, accounts being established as group IRA, SEP, SARSEP, 
TSA, 401(k) and 457 Plans will be accepted without an initial minimum 
investment. 

INSTITUTIONAL INVESTORS 

Class C shares of the Fund are available only to the following types of 
institutional investors: (i) Benefits plans not affiliated with the Adviser 
which have at least $25,000,000 in plan assets, and either have a separate 
trustee vested with investment discretion and certain limitations on the 
ability of the plan beneficiaries to access their 

                                       
<PAGE>
 
plan investments without incurring adverse tax consequences or allow their 
participants to select among one or more investment options, including the 
Fund ("participant-directed plans"); (ii) Banks and insurance companies which 
are not affiliated with the Adviser purchasing shares for their own account; 
(iii) Investment companies not affiliated with the Adviser; (iv) Tax-exempt 
retirement plans of the Adviser and its affiliates, including affiliated 
brokers; and (v) Unit investment trusts sponsored by Broker Services and 
certain other sponsors. Participant-directed plans include, but are not 
limited to, 401(k), TSA and 457 plans. 

Class C shares are available to eligible institutional investors at net asset 
value without the imposition of a sales charge and are not subject to ongoing 
distribution fees imposed under a plan adopted pursuant to Rule 12b-1 under 
the Investment Company Act of 1940. The minimum initial investment in Class C 
shares is $1,000,000, but this requirement may be waived at the discretion of 
the Fund's officers. Some individuals who are currently eligible to purchase 
Class A or Class B shares may also be participants in plans that are eligible 
to purchase Class C shares of the Fund. Plans that qualify to purchase Class 
C shares will not be permitted to purchase shares of any other class of the 
Fund. 

Broker Services may pay a one-time payment of up to 0.15% of the amount 
invested in Class C shares to a selling broker for its sales of Class C 
shares. A person entitled to receive compensation for selling shares of the 
Fund may receive different compensation with respect to sales of Class A, 
Class B or Class C shares and any additional future class of shares. 

The Reinvestment Privilege, Systematic Withdrawal Plan, Monthly Automatic 
Accumulation Program, Group Investment Program and Retirement Plans are not 
available for Class C shares. 

If you are considering a purchase of Class C shares of the Fund, please call 
John Hancock Fund Services, Inc. at 1-800-437-9312 to obtain information 
about eligibility, instructions for purchase by check or wire and an 
Institutional Account Application. 

                                       
<PAGE>
 
(Notes) 

                                       
<PAGE>
 
(Notes) 

                                       
<PAGE>
 
(Notes) 

                                       
                                    
<PAGE>
 
John Hancock Growth Fund 

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

Principal Distributor 
John Hancock Broker Distribution Services, Inc. 
101 Huntington Avenue 
Boston, Massachusetts 02199-7603 

Custodian 
Investors Bank & Trust Company 
24 Federal Street 
Boston, Massachusetts 02110 

Transfer Agent 
John Hancock Fund Services, Inc. 
P.O. Box 9116 
Boston, Massachusetts 02205-9116 

Independent Auditors 
Ernst & Young 
200 Clarendon Street 
Boston, Massachusetts 02116 

HOW TO OBTAIN INFORMATION 
ABOUT THE FUND 

For: Service Information 
Telephone Exchange call 1-800-225-5291 
Investment-by-Phone 
Telephone Redemption 
For: TDD call 1-800-554-6713 

JHD-2000P  5-94 

JOHN HANCOCK 
GROWTH FUND 

Class A and Class B Shares 
Prospectus 
May 1, 1994 

A mutual fund seeking to achieve 
long-term capital appreciation. 

101 Huntington Avenue 
Boston, Massachusetts 02199-7603 
Telephone 1-800-225-5291 

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