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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
John Hancock Capital Series
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2. Name of each series or class of funds for which this notice is filed:
John Growth Fund
John Hancock Special Value Fund
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3. Investment Company Act File Number:
811-1677
Securities Act File Number:
2-29502
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4. Last day of fiscal year for which this notice is filed
December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2 (a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
0 shares
$ 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
257,253 shares
$ 4,615,119
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9. Number and aggregate sales price of securities sold during the fiscal year:
8,735,434 shares
$ 151,456,568
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10. Number and aggregate sales price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
8,478,181 shares
$ 146,841,449
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11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
508,835 shares
$ 9,146,974
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $ 146,841,449
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 9,146,974
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 64,372,215
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): 91,616,208
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 31,592
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 22, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated:
By (Signature and Title) * /s/ Paul L. Aries Assistant Treasurer
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Paul L. Aries Assistant Treasurer
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Date: February 23, 1996
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* Please print the name and title of the signing officer below the signature.
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[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
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101 Huntington Avenue
Boston, Massachusetts 02199-7603
John Hancock Advisers, Inc.
February 22, 1996
John Hancock Capital Series
101 Huntington Avenue
Boston, MA 02199
Re: Rule 24f-2 Notice for John Hancock Capital Series
(File Nos. 2-29502; 811-1677) (000045291)
Ladies and Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933 of 8,478,181 shares of John Hancock Capital
Series (the "Fund") sold in reliance upon said Rule 24f-2 during the fiscal
year ending December 31, 1995 it is the opinion of the undersigned that such
shares were legally issued, fully paid and nonassessable.
In connection with this opinion it should be noted that the Fund is an entity
of the type generally known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Fund. However, the Fund's
Declaration of Trust disclaims shareholder liability for obligations of the Fund
and indemnifies any shareholder of the Fund, with such indemnification to be
paid solely out of the assets of the Fund. Therefore, the shareholder's risk is
limited to circumstances in which the assets of the Fund are insufficient to
meet the obligations asserted against such assets.
Sincerely,
JOHN HANCOCK ADVISERS, INC.
/S/ Avery P. Maher
Avery P. Maher
Assistant Secretary
Member of Massachusetts Bar
