HANCOCK JOHN CAPITAL SERIES
N-30D, 1997-02-24
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                          John Hancock Funds
                             Independence
                             Equity Fund
  
                            ANNUAL REPORT

                          December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
Dennis S. Aronowitz*
Richard P. Chapman, Jr.*
William J. Cosgrove*
Douglas M. Costle*
Leland O. Erdahl*
Richard A. Farrell*
Gail D. Fosler*
William F. Glavin*
Anne C. Hodsdon
Dr. John A. Moore*
Patti McGill Peterson*
John W. Pratt*
Richard S. Scipione
Edward J. Spellman*
*Members of the Audit Committee

OFFICERS

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

CUSTODIAN

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

TRANSFER AGENT

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

INVESTMENT ADVISER

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

SUB-INVESTMENT ADVISER

Independence Investment Associates, Inc.
53 State Street
Boston, Massachusetts 02109

PRINCIPAL DISTRIBUTOR

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

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110


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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

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

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

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

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

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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


BY PAUL MCMANUS FOR THE PORTFOLIO MANAGEMENT TEAM

John Hancock
Independence Equity Fund

Despite volatility, stocks continue to climb in 1996

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

To the amazement of many, the stock market posted another record-setting 
year, advancing to new all-time highs. While the market's 1996 returns 
didn't quite match those of 1995, it came closer than many expected and 
rewarded investors with well above-average returns for the second 
straight year. In fact, this two-year period was the market's best in 
more than 40 years, with a two-year rise in the Dow Jones Industrial 
Average of more than 60% and more than 50% for the Standard Poor's 500-
Stock Index. 

The year 1996 started with a bang, continuing the straight-up progress 
that marked all of 1995. At the same time, however, interest rates were 
rising as mixed economic signals prompted fears that a faster-growing 
economy would spark inflation. So it was only a matter of time before 
these fears were discounted in the market, which happened in July when 
it gave back a fair amount of its first-half advance. But it was soon 
clear that July's correction was not the beginning of a substantial 
reversal. Interest rates began falling after signs emerged that the 
economy was slowing and inflation was benign. And when the Republicans 
retained control of Congress in the November elections, the market 
reacted positively to the potential of further federal budget cuts and 
fiscal restraint.

"...the stock 
market 
posted 
another 
record-setting 
year."

A 2 1/4" x 3 3/4" photo of Independence Equity Fund management team at 
bottom right. Caption reads: "Independence Equity Fund management team 
members: (l-r) Paul McManus, Jane Shigley, Jeff Saef, David Canavan, 
Coreen Kraysler."

All in all, the economic and political environment couldn't have been 
much better for the financial markets. For the year ended December 31, 
1996, the Dow Jones Industrial Average was up 28.91% and the Standard & 
Poor's 500-Stock Index -- a broader measure of the market -- was close 
behind, returning 22.95%. Both were well above their historical annual 
norms of about 8-10%. John Hancock Independence Equity Fund fared 
equally well in 1996, especially relative to its peers, with the Fund's 
Class A and Class B shares posting total returns of 21.24% and 20.35% 
respectively at net asset value. That compared to the average growth and 
income fund's 20.78% return, according to Lipper Analytical Services, 
Inc.1 Please see pages six and seven for longer-term performance 
information.

Chart with heading "Top Five Common Stock Holdings" at top of left hand 
column. The chart lists five holdings: 1) DuPont 2.8 % 2) Atlantic 
Richfield 2.6% 3) Intel 2.4% 4) AT&T 2.4% 5) United Technologies 2.4%. A 
footnote below reads "As a percentage of net assets on December 31, 
1996."

The Fund's performance is driven, as always, by its disciplined 
investment strategy. Through computer modeling and fundamental research 
analysis, we strive to create a portfolio with a risk level comparable 
to that of the S&P, while selecting stocks that are inexpensive and have 
improving earnings prospects. In 1996, that meant the Fund de-emphasized 
such industrial groups as paper and forest products as well as metal 
producers. Because their cyclical nature closely ties their performance 
to moves in the economy, these companies' earnings estimates kept 
dropping during the year as the economy stayed in its modest growth 
mode. 

"...the Fund 
benefited 
from its 
holdings 
in... 
big 
technology 
names..."

Table entitled "Scorecard" at bottom left hand column. The header for 
the left column is "Investment"' the header for the right column is 
"Recent performance...and what's behind the numbers." The first listing 
is "IBM" followed by an up arrow and the phrase "Strong P.C. sales; 
better 1997 outlook". The second listing is "United Technologies" 
followed by an up arrow and the phrase "Restructuring produces more 
aircraft orders; better earnings". The third listing is "AT&T" followed 
by a down arrow and the phrase "Delays in restructuring benefits 
disappoint investors". Footnote below reads: "See '"Schedule of 
Investments." Investment holdings are subject to change."

Top performers: Big names in technology, energy, healthcare 

The market's advance was led by large-company growth stocks, those that 
tend to perform well regardless of what the economy does. In this 
environment, the Fund benefited from its holdings in such big technology 
names as Microsoft and IBM, which have posted strong gains as PC sales 
have increased, and Intel, which rose along with the popularity of its 
newest generation chip, the Pentium Pro. Aerospace giants Boeing and 
United Technologies also performed well, as did some of our major oil 
stocks, including Texaco and Phillips Petroleum, due to increasing 
worldwide demand, cold weather and rising oil prices. Our large health-
care companies also contributed significantly to performance. Bristol-
Meyers Squibb advanced on news of a promising new cancer drug and on the 
strength of its hair-coloring business. Johnson & Johnson, the largest 
U.S. diversified health-care company, continues to reap the rewards of 
an ongoing stream of new drugs and medical supplies. It also has strong 
management.

Falling interest rates in the second half of the year were a boon to 
financial stocks, including banks such as NationsBank, which recently 
announced a merger with Boatmen's Bancshares. Lower rates and fewer 
natural disasters -- which meant fewer property and casualty claims -- 
also helped our insurance companies, including Cigna and General Re.


Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote "For the year ended December 31, 1996. 
" The chart is scaled in increments of 5% from top to bottom with 25% at 
the top and 0% at the bottom. Within the chart, there are three solid 
bars. The first represents the 21.24% total return for John Hancock 
Independence Equity Fund: Class A. The second represents the 20.35% 
total return for John Hancock Independence Equity Fund: Class B. The 
third represents the 20.78% total return for the average growth and 
income fund. Footnote below reads: "The total returns for John Hancock 
Independence Equity Fund are at net asset value with all distributions 
reinvested. The average growth and income fund is tracked by Lipper 
Analytical Services. (1) See following two pages for historical 
performance information.

Disappointments and changes

Along with our many large-company successes, we had some disappointments 
among the Fund's larger holdings. AT&T was hurt by increased long-
distance competition and delays in realizing the results of its major 
restructuring. But we're holding onto the stock because we believe in 
the company's long-term potential. Another disappointment came from 
Xerox, where profits sagged because of higher costs in the company's 
South American operations. Here, too, we still believe in the company 
long term, and in its ability to grow profits through cost cutting and 
new products. On the other hand, we did not have the same confidence in 
PepsiCo, which we sold because of continued weakness in its restaurant 
and international soft drink businesses.

With such a run-up in large stocks during 1996, lately we've been 
finding better value in some of the more medium-sized companies. Recent 
additions include HFS, a diversified services company that owns the 
Century 21 real estate company, Avis car rental and several hotels; 
Becton, Dickinson, a medical products manufacturer; Imation, a spin-off 
of 3M Company that produces medical imaging and memory storage products; 
and the shoe company Nine West.

Time for cautious optimism

We're taking a cautious, yet optimistic, approach to 1997. After the 
stock market's 24-month climb, it's time to remind ourselves that the 
stock market can go down as easily as up. We're not predicting anything 
dire, but after such an advance, it's only natural to question how long 
it can last. Nervous investors wanting to lock in profits could easily 
spark a downturn. In our view, the key to the market's next move is the 
direction of interest rates. If rates stay fairly stable, which is quite 
possible given the economy's moderate pace and steady inflation levels, 
the market still has room to advance. That will also be the case if 
long-term retirement plan money keeps flowing into the stock market. But 
a further rise in interest rates could also trigger a market reversal. 
No matter what, investors would do well to trim their expectations for 
stock returns in 1997 after the last two lofty years.

In any case, we won't change our investment discipline. We'll continue 
to stay fully invested in stocks we believe represent the best 
combinations of return potential and value. We believe that shareholders 
can benefit over the long term from this disciplined approach.

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

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

"We're taking 
a cautious, 
yet optimistic 
approach to 
1997."

A LOOK AT PERFORMANCE

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


CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996

                                    ONE        FIVE         LIFE OF
                                    YEAR       YEARS        FUND
                                  --------   ---------    --------
John Hancock Independence 
Equity Fund: Class A               15.21%      95.73%     112.61%(1)
John Hancock Independence 
Equity Fund: Class B               15.35%       N/A        26.11%(2)

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996

                                    ONE        FIVE         LIFE OF
                                    YEAR       YEARS        FUND
                                  --------   ---------    --------
John Hancock Independence 
Equity Fund: Class A               15.21%      14.37%      14.54%(1)
John Hancock Independence 
Equity Fund: Class B               15.35%       N/A        19.27%(2)


Notes to Performance

(1) Class A shares started on June 10, 1991.

(2) Class B shares started on September 7, 1995.

(3) Effective September 1, 1995, the Adviser has undertaken to limit the 
Fund's expenses to 1.30% and 2.00% attributable to Class A and Class B 
shares, respectively, of the Fund's daily net asset value. Prior to 
September 1, 1995, and the creation of Class B shares, the limitation of 
expenses was 0.70% of the Fund's daily net asset value.  Without the 
limitation of expenses, the average annualized total returns for the 
one-year period, five-year period and since inception for Class A shares 
would have been 14.81%, 13.60% and 13.59%, respectively.  Without the 
limitation of expenses, the average annualized total returns for the 
one-year period and since inception for Class B shares would have been 
14.95% and 18.44%, respectively.


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

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

Independence Equity Fund
Class A shares

Line chart with the heading Independence Equity Fund: Class A, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines. The first line 
represents the value of the hypothetical $10,000 investment made in the 
Independence Equity Fund, before sales charge, on June 10, 1991, and is 
equal to $22,388 as of December 31, 1996.  The second line represents 
the value of the Standard & Poor's 500 Stock Index, and is equal to 
$22,101 as of December 31, 1996.  The third line represents the value of 
the hypothetical $10,000 investment made in the Independence Equity 
Fund, after sales charge, on June 10, 1991, and is equal to $21,261 as 
of December 31, 1996.  



Independence Equity Fund
Class B shares

Line chart with the heading Independence Equity Fund Class B, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.  The first line 
represents the value of the Standard & Poor's 500 Stock Index, and is 
equal to $13,584 as of December 31, 1996.  The second line represents 
the value of the hypothetical $10,000 investment made in the 
Independence Equity Fund, after sales charge, on September 7, 1995, and 
is equal to $13,011 as of  December 31, 1996.  The third line represents 
the value of the Independence Equity Fund, after sales charge, and is 
equal to $12,611 as of December 31, 1996.



<TABLE>
<CAPTION>

John Hancock Funds - Independence Equity Fund

Statement of Assets and Liabilities
December 31, 1996
- -----------------------------------------------------------------------------------------------
<S>                                                                               <C>
Assets:
Investments at value -- Note C:
Common stocks (cost -- $64,729,023)                                                 $70,686,699
Joint repurchase agreement (cost -- $2,403,000)                                       2,403,000
Corporate savings account                                                                 2,375
                                                                                   ------------
                                                                                     73,092,074
Receivable for shares sold                                                              315,009
Dividends and interest receivable                                                       141,349
Other assets                                                                              2,468
                                                                                   ------------
Total Assets                                                                         73,550,900
- -----------------------------------------------------------------------------------------------
Liabilities:
Payable for shares repurchased                                                            6,007
Payable to John Hancock Advisers, Inc.
and affiliates -- Note B                                                                 31,860
Accounts payable and accrued expenses                                                    38,458
                                                                                   ------------
Total Liabilities                                                                        76,325
- -----------------------------------------------------------------------------------------------
Net Assets:
Capital paid-in                                                                      66,920,337
Accumulated net realized gain on investments
and foreign currency transactions                                                       587,683
Net unrealized appreciation of investments                                            5,958,025
Undistributed net investment income                                                       8,530
                                                                                   ------------
Net Assets                                                                          $73,474,575
===============================================================================================

Net Asset Value Per Share:
(Based on net asset values and shares of
beneficial interest outstanding -- unlimited
number of shares authorized with no par value)
Class A -- $31,013,258 / 1,597,229                                                       $19.42
===============================================================================================

Class B -- $42,461,317 / 2,187,138                                                       $19.41
===============================================================================================

Maximum Offering Price Per Share *
Class A -- ($19.42 x 105.26%)                                                            $20.44
===============================================================================================

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

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Operations
- --------------------------------------------------------------------------------------------------------------
                                                                                                   PERIOD FROM
                                                                                                  JUNE 1, 1996
                                                                                     YEAR ENDED TO DECEMBER 31,
                                                                                   MAY 31, 1996           1996(1)
                                                                                   ------------   ------------
<S>                                                                                    <C>           <C>
Investment Income:
Dividends (net of foreign withholding taxes of $2,200 and $514, respectively)          $368,769       $638,155
Interest                                                                                 50,869         71,850
                                                                                   ------------
                                                                                        419,638        710,005
                                                                                   ------------
Expenses:
Investment management fee - Note B                                                      104,018        216,753
Distribution/service fee - Note B
Class A                                                                                  14,596         39,915
Class B                                                                                  39,156        155,953
Custodian fee                                                                            42,821         24,458
Registration and filing fees                                                             36,075         40,971
Transfer agent fee - Note B                                                              29,987         80,899
Auditing fee                                                                             21,924         20,072
Printing                                                                                 17,803         21,375
Legal fees                                                                               11,195          1,679
Organization expense - Note A                                                             3,316             --
Financial services fee - Note B                                                           1,429          5,419
Trustees' fee                                                                               683            607
Miscellaneous                                                                               492          1,129
                                                                                   ------------
Total Expenses                                                                          323,495        609,230
Less Expense Reductions - Note B                                                       (128,138)      (124,357)
- --------------------------------------------------------------------------------------------------------------
Net Expenses                                                                            195,357        484,873
- --------------------------------------------------------------------------------------------------------------
Net Investment Income                                                                   224,281        225,132
- --------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments sold                                                13,818,303      1,034,147
Change in net unrealized appreciation/depreciation of investments                    (9,915,169)     4,069,742
                                                                                   ------------
Net Realized and Unrealized Gain
on Investments                                                                        3,903,134      5,103,889
- --------------------------------------------------------------------------------------------------------------

Net Increase in Net Assets
Resulting from Operations                                                            $4,127,415     $5,329,021
==============================================================================================================

(1) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                                 PERIOD FROM
                                                                                                                JUNE 1, 1996
                                                                                      YEAR ENDED    YEAR ENDED            TO
                                                                                    MAY 31, 1995  MAY 31, 1996   DEC.31,1996(1)
                                                                                    ------------  ------------  ------------
<S>                                        <C>           <C>           <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                                 $2,222,325      $224,281      $225,132
Net realized gain on investments sold and
foreign currency transactions                                                          2,252,968    13,818,303     1,034,147
Change in net unrealized appreciation/
depreciation of investments                                                           12,046,702    (9,915,169)    4,069,742
                                                                                    ------------  ------------  ------------
Net Increase in Net Assets Resulting
from Operations                                                                       16,521,995     4,127,415     5,329,021
                                                                                    ------------  ------------  ------------
Distributions to Shareholders:
Dividends from net investment income
Class A -- ($0.2834, $0.2181 and $0.1414
per share, respectively)                                                              (2,008,180)     (468,668)     (167,880)
Class B -- (none, $0.0934 and $0.0456 per
share, respectively)                                                                       --          (13,068)      (55,164)
Distributions from net realized gain on
investments sold
Class A  -- ($0.0849, $0.2907 and $0.2683
per share, respectively)                                                                (608,472)   (2,049,001)     (414,417)
Class B -- (none, none and $0.2683 per
share, respectively)                                                                       --           --          (564,553)
                                                                                    ------------  ------------  ------------
Total Distributions to Shareholders                                                   (2,616,652)   (2,530,737)   (1,202,014)
                                                                                    ------------  ------------  ------------
From Fund Share Transactions - Net*                                                   20,901,056   (73,011,934)   39,344,533
                                                                                    ------------  ------------  ------------
Net Assets:
Beginning of period                                                                   66,611,892   101,418,291    30,003,035
                                                                                    ------------  ------------  ------------
End of period (including undistributed
net investment income of $422,416, $6,442
    and $8,530, respectively)                                                       $101,418,291   $30,003,035   $73,474,575
                                                                                    ============  ============  ============


* Analysis of Fund Share Transactions:

                                                             YEAR ENDED MAY 31,                            PERIOD FROM
                                         -------------------------------------------------------         JUNE 1, 1996 TO
                                                       1995                      1996                 DECEMBER 31, 1996(1)
                                         ---------------------------  --------------------------  --------------------------
                                             SHARES        AMOUNT        SHARES        AMOUNT        SHARES        AMOUNT
                                          ------------  ------------  ------------  ------------  ------------  ------------
CLASS A
Shares sold                                  3,969,193   $50,176,705       950,002   $15,689,378     1,124,587   $20,898,365
Shares issued to shareholders in
reinvestment of distributions                  205,957     2,611,824       176,962     2,504,943        27,332       526,305
                                          ------------  ------------  ------------  ------------  ------------  ------------
                                             4,175,150    52,788,529     1,126,964    18,194,321     1,151,919    21,424,670
Less shares repurchased                     (2,389,312)  (31,887,473)   (7,336,631) (105,475,141)     (382,213)   (7,170,830)
                                          ------------  ------------  ------------  ------------  ------------  ------------
Net increase (decrease)                      1,785,838   $20,901,056    (6,209,667) ($87,280,820)      769,706   $14,253,840
                                          ============  ============  ============  ============  ============  ============

CLASS B **
Shares sold                                     --            --           904,689   $15,323,273     1,443,084   $26,902,723
Shares issued to shareholders in
reinvestment of distributions                   --            --             1,324        21,802        28,065       544,384
                                          ------------  ------------  ------------  ------------  ------------  ------------
                                                --            --           906,013    15,345,075     1,471,149    27,447,107
Less shares repurchased                         --            --           (63,879)   (1,076,189)     (126,145)   (2,356,414)
                                          ------------  ------------  ------------  ------------  ------------  ------------
Net increase                                    --            --           842,134   $14,268,886     1,345,004   $25,090,693
                                          ============  ============  ============  ============  ============  ============

**  Class B shares commenced operations on September 7, 1995.

(1) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights

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

                                                                                                              PERIOD FROM
                                                                                                              JUNE 1, 1996
                                                                     YEAR ENDED MAY 31,                            TO
                                               -------------------------------------------------------------  DECEMBER 31,
                                                1992(1)       1993         1994        1995          1996        1996(9)
                                               --------     --------     --------     --------     --------     --------
<S>                                            <C>          <C>          <C>          <C>          <C>          <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period             $10.00       $10.98       $12.16       $12.68       $14.41       $17.98
                                               --------     --------     --------     --------     --------     --------
Net Investment Income                              0.15         0.22         0.28(2)      0.32(2)      0.20(2)      0.13(2)
Net Realized and Unrealized Gain on
Investments                                        0.94         1.25         0.52         1.77         3.88         1.72
                                               --------     --------     --------     --------     --------     --------
Total from Investment Operations                   1.09         1.47         0.80         2.09         4.08         1.85
                                               --------     --------     --------     --------     --------     --------
Less Distributions:
Dividends from Net Investment Income              (0.11)       (0.23)       (0.23)       (0.28)       (0.22)       (0.14)
Distributions from Net Realized
Gain on Investments Sold                            --         (0.06)       (0.05)       (0.08)       (0.29)       (0.27)
                                               --------     --------     --------     --------     --------     --------
Total Distributions                               (0.11)       (0.29)       (0.28)       (0.36)       (0.51)       (0.41)
                                               --------     --------     --------     --------     --------     --------
Net Asset Value, End of Period                   $10.98       $12.16       $12.68       $14.41       $17.98       $19.42
                                               ========     ========     ========     ========     ========     ========

Total Investment Return at Net Asset
Value (3)                                         10.95%(4)    13.58%        6.60%       16.98%       29.12%       10.33%(4)
Total Adjusted Investment Return at
Net Asset Value (3, 5)                             9.23%(4)    11.40%        6.15%       16.94%       28.47%       10.08%(4)
Ratios and Supplemental Data
Net Assets, End of Period (000's
omitted)                                         $2,622      $12,488      $66,612     $101,418      $14,878      $31,013
Ratio of Expenses to Average Net
Assets                                             1.66%(6)     0.76%        0.70%        0.70%        0.94%        1.30%(6)
Ratio of Adjusted Expenses
to Average Net Assets (7)                          3.38%(6)     2.94%        1.15%        0.74%        1.59%        1.73%(6)
Ratio of Net Investment Income to
Average Net Assets                                 1.77%(6)     2.36%        2.20%        2.43%        1.55%        1.16%(6)
Ratio of Adjusted Net Investment Income
to Average Net Assets (7)                          0.05%(6)     0.18%        1.75%        2.39%        0.90%        0.73%(6)
Portfolio Turnover Rate                              53%          53%          43%          71%         157%          35%
Fee Reduction Per Share                           $0.15        $0.20        $0.06(2)    $0.005(2)     $0.08(2)     $0.05(2)
Average Brokerage Commission Rate (8)               N/A          N/A          N/A          N/A          N/A      $0.0326


The Financial Highlights summarizes the impact of the following factors on
a single share for each period indicated: net investment income, gains (losses),
dividends and total investment return of the Fund. It shows how the Fund's net
asset value for a share has changed since the end of the previous period. Additionally,
important relationships between some items presented in the financial statements
are expressed in ratio form.
                                                                                                                 Period From
                                                                                                Period Ended   June 1, 1996 To
                                                                                               May 31, 1996(1) December 31, 1996(9)
                                                                                               --------------- ------------------
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period                                                                 $15.25       $17.96
                                                                                                   --------     --------
Net Investment Income (2)                                                                              0.09         0.05
Net Realized and Unrealized Gain on
Investments                                                                                            2.71         1.72
                                                                                                   --------     --------
Total from Investment Operations                                                                       2.80         1.77
                                                                                                   --------     --------
Less Distributions:
Dividends from Net Investment
Income                                                                                                (0.09)       (0.05)
Distributions from Net Realized
Gain on Investments Sold                                                                                 --        (0.27)
                                                                                                   --------     --------
  Total Distributions                                                                                 (0.09)       (0.32)
                                                                                                   --------     --------
Net Asset Value, End of Period                                                                       $17.96       $19.41
                                                                                                   ========     ========

Total Investment Return at Net Asset
Value (3)                                                                                             18.46%(4)     9.83%(4)
Total Adjusted Investment Return at
Net Asset Value (3, 5)                                                                                17.59%(4)     9.58%(4)
Ratios and Supplemental Data
Net Assets, End of Period (000's
omitted)                                                                                            $15,125      $42,461
Ratio of Expenses to Average Net
Assets                                                                                                 2.00%(6)     2.00%(6)
Ratio of Adjusted Expenses to Average
Net Assets (7)                                                                                         3.21%(6)     2.43%(6)
Ratio of Net Investment Income to
Average Net Assets                                                                                     0.78%(6)     0.45%(6)
Ratio of Adjusted Net Investment
Income (Loss) to Average Net Assets (7)                                                               (0.43%)(6)    0.02%(6)
Portfolio Turnover Rate                                                                                 157%          35%
Fee Reduction Per Share(2)                                                                            $0.13        $0.05
Average Brokerage Commission Rate (8)                                                                   N/A      $0.0326

(1) Class A and Class B shares commenced operations on June 10, 1991 and
    September 7, 1995, respectively.
(2) Based on the average of the shares outstanding at the end of each month.
(3) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(4) Not annualized.
(5) An estimated total return calculation that does not take into consideration
    fee reductions by the adviser during the periods shown.
(6) Annualized.
(7) Unreimbursed, without fee reduction.
(8) Per portfolio share traded. Required for fiscal years that began September 1, 1995
    or later.
(9) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Schedule of Investments
December 31, 1996
- --------------------------------------------------------------------------------------

The Schedule of Investments is a complete list of all securities owned by the
Independence Equity Fund on December 31, 1996. It's divided into two main categories:
common stocks and short-term investments. Common stocks are further broken down by
industry group. Short-term investments, which represent the Fund's "cash" position,
are listed last.
                                                              NUMBER OF         MARKET
ISSUER, DESCRIPTION                                              SHARES          VALUE
- ---------------------------------------                     -----------    -----------
<S>                                                            <C>         <C>
COMMON STOCKS
Aerospace (3.75%)
Boeing Co. (The)                                                  7,600       $808,450
Goodrich (B. F.)  Co.                                             3,000        121,500
McDonnell Douglas Corp.                                           1,500         96,000
United Technologies Corp.                                        26,200      1,729,200
                                                                          ------------
                                                                             2,755,150
                                                                          ------------
Automobile / Trucks (3.40%)
Chrysler Corp.                                                   25,500        841,500
Ford Motor Co.                                                   24,900        793,688
General Motors Corp.                                             15,500        864,125
                                                                          ------------
                                                                             2,499,313
                                                                          ------------
Banks -- United States (4.88%)
Banc One Corp.                                                   15,400        662,200
BankAmerica Corp.                                                 3,100        309,225
Chase Manhattan Corp.                                             6,000        535,500
First Bank Systems, Inc.                                          2,800        191,100
First Chicago NBD Corp.                                           5,400        290,250
Fleet Financial Group, Inc.                                      13,400        668,325
NationsBank Corp.                                                 9,500        928,625
                                                                          ------------
                                                                             3,585,225
                                                                          ------------
Chemicals (2.28%)
Monsanto Co.                                                     13,000        505,375
Morton International, Inc.                                        9,200        374,900
PPG Industries, Inc.                                             14,200        796,975
                                                                          ------------
                                                                             1,677,250
                                                                          ------------
Computers (4.79%)
Adobe Systems, Inc.                                               5,000        186,875
Compaq Computer Corp.*                                            5,200        386,100
Computer Associates International, Inc.                           3,000        149,250
Dell Computer Corp.*                                              2,500        132,813
Electronic Data Systems Corp.                                     3,900        168,675
Hewlett-Packard Co.                                              13,700        688,425
International Business Machines Corp.                             8,500      1,283,500
Mentor Graphics Corp.*                                            7,500         73,125
Microsoft Corp.*                                                  5,400        446,175
                                                                          ------------
                                                                             3,514,938
                                                                          ------------
Cosmetics & Personal Care (0.95%)
Gillette Co.                                                      9,000        699,750
                                                                          ------------
Diversified Operations (4.58%)
Du Pont (E.I.) De Nemours and Co.                                21,800      2,057,375
Lockheed Martin Corp.                                             8,672        793,488
Ogden Corp.                                                       6,000        112,500
Tenneco, Inc. *                                                   2,700        121,838
Textron, Inc.                                                     3,000        282,750
                                                                          ------------
                                                                             3,367,951
                                                                          ------------
Electronics (5.70%)
General Electric Co.                                             14,700      1,453,463
General Signal Corp.                                              1,500         64,125
Honeywell, Inc.                                                   5,000        328,750
Intel Corp.                                                      13,400      1,754,563
Raychem Corp.                                                     7,300        584,913
                                                                          ------------
                                                                             4,185,814
                                                                          ------------
Finance (2.70%)
American Express Co.                                             15,400        870,100
Dean Witter Discover & Co.                                       16,800      1,113,000
                                                                          ------------
                                                                             1,983,100
                                                                          ------------
Food (1.54%)
ConAgra, Inc.                                                     7,300        363,175
Unilever N.V., American Depositary
Receipts (ADR) (Netherlands)                                      4,400        771,100
                                                                          ------------
                                                                             1,134,275
                                                                          ------------
Instruments - Scientific (0.86%)
Perkin-Elmer Corp.                                               10,700        629,963
                                                                          ------------
Insurance (7.31%)
American International Group, Inc.                                4,600        497,950
CIGNA Corp.                                                       9,700      1,325,262
General Re Corp.                                                  9,100      1,435,525
ITT Hartford Group, Inc.                                         14,000        945,000
Marsh & McLennan Cos., Inc.                                      11,200      1,164,800
                                                                          ------------
                                                                             5,368,537
                                                                          ------------
Leisure (3.43%)
Disney (Walt) Co., (The)                                          5,700        396,862
Eastman Kodak Co.                                                 9,100        730,275
HFS, Inc.*                                                        9,500        567,625
Hilton Hotels Corp.                                              18,100        472,862
ITT Corp.*                                                        8,100        351,337
                                                                          ------------
                                                                             2,518,961
                                                                          ------------
Machinery (1.05%)
Cooper Industries, Inc.                                          12,000        505,500
Dover Corp.                                                       5,300        266,325
                                                                          ------------
                                                                               771,825
                                                                          ------------
Media (0.70%)
McGraw-Hill Cos., Inc.                                           11,200        516,600
                                                                          ------------
Medical (11.58%)
Abbott Laboratories                                              24,500      1,243,375
Allegiance Corp.                                                 25,000        690,625
Alza Corp. *                                                      4,700        121,613
Amgen, Inc.*                                                      4,100        222,938
Becton, Dickinson & Co.                                           6,100        264,587
Bristol-Myers Squibb Co.                                          8,900        967,875
Columbia/HCA Healthcare Corp.                                     7,650        311,737
Glaxo Wellcome PLC (ADR)
(United Kingdom)                                                 19,700        625,475
HEALTHSOUTH Corp. *                                               5,500        212,438
Imation Corp. *                                                   3,000         84,375
Johnson & Johnson                                                30,400      1,512,400
Mallinckrodt, Inc.                                                5,700        251,513
Merck & Co., Inc.                                                 9,100        721,175
Pfizer, Inc.                                                      3,800        314,925
Schering-Plough Corp.                                             3,900        252,525
SmithKline Beecham PLC (ADR)
(United Kingdom)                                                  9,200        625,600
Vencor, Inc.*                                                     2,700         85,387
                                                                          ------------
                                                                             8,508,563
                                                                          ------------
Mortgage Banking (0.48%)
Federal National Mortgage Assn.                                   9,500        353,875
                                                                          ------------
Office (2.67%)
Avery Dennison Corp.                                             15,600        551,850
Pitney Bowes, Inc.                                                8,700        474,150
Staples, Inc.*                                                   33,750        609,609
Xerox Corp.                                                       6,200        326,275
                                                                          ------------
                                                                             1,961,884
                                                                          ------------

Oil & Gas (10.13%)
Anadarko Petroleum Corp.                                          7,500        485,625
Atlantic Richfield Co.                                           14,500      1,921,250
Baker Hughes, Inc.                                                8,000        276,000
Chevron Corp.                                                     6,100        396,500
Dresser Industries, Inc.                                          5,200        161,200
El Paso Natural Gas Co.                                             251         12,675
Kerr - McGee Corp.                                               10,100        727,200
Mobil Corp.                                                       1,200        146,700
PanEnergy Corp.                                                   3,500        157,500
Phillips Petroleum Co.                                           26,400      1,168,200
Texaco Inc.                                                      11,500      1,128,437
Unocal Corp.                                                     21,200        861,250
                                                                          ------------
                                                                             7,442,537
                                                                          ------------
Paper & Paper Products (1.35%)
James River Corp. of Virginia                                     4,000        132,500
Kimberly-Clark Corp.                                              9,000        857,250
                                                                          ------------
                                                                               989,750
                                                                          ------------
Retail (5.03%)
Dayton Hudson Corp.                                               3,900        153,075
Federated Department Stores, Inc. *                              13,200        450,450
Home Depot, Inc.                                                 23,000      1,152,875
Lowe's Cos., Inc.                                                14,700        521,850
Price/Costco, Inc.*                                              16,400        412,050
Toys R Us, Inc.                                                  14,500        435,000
Wal-Mart Stores, Inc.                                            25,000        571,875
                                                                          ------------
                                                                             3,697,175
                                                                          ------------
Shoes & Related Apparel (1.10%)
Nike, Inc. (Class B)                                              5,200        310,700
Nine West Group, Inc.*                                           10,700        496,212
                                                                          ------------
                                                                               806,912
                                                                          ------------
Telecommunications (4.07%)
A T & T Corp.                                                    40,000      1,740,000
General Instrument Corp.*                                         4,100         88,663
Lucent Technologies, Inc.                                         8,663        400,664
MCI Communications Corp.                                         18,200        594,912
Sprint Corp.                                                      4,200        167,475
                                                                          ------------
                                                                             2,991,714
                                                                          ------------
Textile (0.37%)
Fruit of the Loom, Inc. (Class A)*                                7,200        272,700
                                                                          ------------
Tobacco (2.91%)
Philip Morris Cos., Inc.                                         14,600      1,644,325
UST, Inc.                                                        15,300        495,337
                                                                          ------------
                                                                             2,139,662
                                                                          ------------
Transport (1.74%)
CSX Corp.                                                        12,400        523,900
Newport News Shipbuilding Inc.*                                     540          8,100
Norfolk Southern Corp.                                            4,200        367,500
Trinity Industries, Inc.                                         10,000        375,000
                                                                          ------------
                                                                             1,274,500
                                                                          ------------
Utilities (6.86%)
BellSouth Corp.                                                  14,000        565,250
Consolidated Natural Gas Co.                                     13,200        729,300
Entergy Corp.                                                    42,500      1,179,375
GTE Corp.                                                        12,400        564,200
SBC Communications, Inc.                                         21,100      1,091,925
Texas Utilities Co.                                              22,300        908,725
                                                                          ------------
                                                                             5,038,775
                                                                          ------------
                     TOTAL COMMON STOCKS
                      (Cost $64,729,023)                        (96.21%)   $70,686,699
                                                                -------   ------------

<CAPTION>

                                               INTEREST       PAR VALUE         MARKET
ISSUER, DESCRIPTION                                RATE  (000'S OMITTED)         VALUE
- ----------------------------------------    -----------  --------------   ------------
<S>                                              <C>          <C>         <C>
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (3.27%)
Investment in a joint repurchase
agreement transaction with
Lehman Brothers, Inc.
Dated 12-31-96, Due
01-02-97 (Secured by U.S.
Treasury Bonds, 7.25% thru
12.50%, due 08-15-14
thru 08-15-22) -- Note A                           6.70%        $2,403       2,403,000
                                                                          ------------
CORPORATE SAVINGS ACCOUNT (0.00%)
Investors Bank & Trust Company
Daily Interest Savings Account
Current Rate 4.75%                                                               2,375
                                                                          ------------
            TOTAL SHORT-TERM INVESTMENTS                         (3.27%)     2,405,375
                                                                -------   ------------
                       TOTAL INVESTMENTS                        (99.48%)   $73,092,074
                                                                =======   ============

*  Non-income producing security

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

See notes to financial statements.

</TABLE>


NOTES TO FINANCIAL STATEMENTS

John Hancock Funds - Independence Equity Fund

NOTE A --
ACCOUNTING POLICIES

John Hancock Capital Series (the "Trust"), is an open-end management 
investment company, registered under the Investment Company Act of 1940. 
The Trust consists of three series portfolios: John Hancock Independence 
Equity Fund (the "Fund"), John Hancock Utilities Fund and John Hancock 
Special Value Fund. Until August 30, 1996, the Fund was a series of John 
Hancock Strategic Series. Prior to June 3, 1996, the Fund was known as 
John Hancock Independence Diversified Core Equity Fund. The other two 
series of the Trust are reported in separate financial statements. The 
investment objective of the Fund is to seek above-average total return, 
consisting of capital appreciation plus current income. 

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

Significant policies of the Fund are as follows: 

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

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

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the 
date of purchase, sale or maturity. Net realized gains and losses on 
sales of investments are determined on the identified cost basis. 
Capital gains realized on some foreign securities are subject to foreign 
taxes and are accrued, as applicable.

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

DIVIDENDS, DISTRIBUTIONS AND INTEREST Dividend income on investment 
securities is recorded on the ex-dividend date, or, in the case of some 
foreign securities, on the date thereafter when the Fund is made aware 
of the dividend. Interest income on investment securities is recorded on 
the accrual basis. Foreign income may be subject to foreign withholding 
taxes which are accrued as applicable.

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

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

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

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

FOREIGN CURRENCY TRANSLATION All assets or liabilities initially 
expressed in terms of foreign currencies are translated into U.S. 
dollars based on London currency exchange quotations as of 5:00 p.m., 
London time, on the date of any determination of the net asset value of 
the Fund. Transactions affecting statement of operations accounts and 
net realized gain/(loss) on investments are translated at the rates 
prevailing at the dates of the transactions.

The Fund does not isolate that portion of the results of operations 
resulting from changes in foreign exchange rates on investments from the 
fluctuations arising from changes in market prices of securities held. 
Such fluctuations are included with the net realized and unrealized gain 
or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales 
of foreign currency, currency gains or losses realized between the trade 
and settlement dates on securities transactions and the difference 
between the amounts of dividends, interest, and foreign withholding 
taxes recorded on the Fund's books and the U.S. dollar equivalent of the 
amounts actually received or paid. Net unrealized foreign exchange gains 
and losses arise from changes in the value of assets and liabilities 
other than investments in securities at fiscal year end, resulting from 
changes in the exchange rate.

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

The Fund pays a monthly management fee to the Adviser, for a continuous 
investment program equivalent, on an annual basis, to the sum of (a) 
0.75% of the first $750,000,000 of the Fund's average daily net asset 
value and (b) 0.70% of the Fund's average daily net asset value in 
excess of $750,000,000. Prior to September 1, 1995, the investment 
management fee was 0.50% of the Fund's average daily net asset value.

The Fund and the Adviser have a sub-investment management contract with 
Independence Investment Associates, Inc. (the "Sub-Adviser"), a wholly-
owned subsidiary of John Hancock Asset Management, under which the Sub-
Adviser provides the Fund with investment research and portfolio 
management services. The Adviser pays the Sub-Adviser a quarterly fee at 
an annual rate of 55% of the investment management fee paid by the Fund 
to the Adviser for the preceding three months. The Fund is not 
responsible for payment of the Sub-Adviser's fee. Prior to September 1, 
1995, the Sub-Adviser provided services pursuant to a contract that 
provided for different compensation. Effective July 1, 1995, the sub-
adviser has waived its fee until further notice. 

The Adviser has agreed to limit Fund expenses to 1.30% and 2.00% 
attributable to Class A and Class B shares, respectively, of the Class' 
average daily net assets. Accordingly, the reduction in the Adviser's 
fee collectively with any additional amounts not borne by the Fund by 
virtue of the expense limit amounted to $124,357. 

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly-owned subsidiary of the Adviser. For the period ended 
December 31,1996, JH Funds received net sales charges of $416,070 with 
regard to sales of Class A shares. Out of this amount, $60,923 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $183,833 was paid as sales commissions to 
unrelated broker-dealers, and $171,314 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker-dealers. The Adviser's indirect 
parent, John Hancock Mutual Life Insurance Company, is the indirect sole 
shareholder of Distributors and was the indirect shareholder until 
November 29, 1996 of John Hancock Freedom Securities Corporation and its 
subsidiaries, which include Tucker Anthony and Sutro.

Class B shares which are redeemed within six years of purchase are 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.00% of the lesser of the current market value at 
the time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses for providing distribution 
related services to the Fund in connection with the sale of Class B 
shares. For the period ended December 31,1996, the contingent deferred 
sales charges received by JH Funds amounted to $13,823.

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

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

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

Mr. Edward J. Boudreau, Jr., Mr.Richard S. Scipione and Ms. Anne C. 
Hodsdon are directors and officers of the Adviser, and its affiliates, 
as well as Trustees of the Fund. The compensation of unaffiliated 
Trustees is borne by the Fund. Effective with the fees paid for 1995, 
the unaffiliated Trustees may elect to defer for tax purposes their 
receipt of this compensation under the John Hancock Group of Funds 
Deferred Compensation Plan. The Fund makes investments into other John 
Hancock funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investments to cover the defined 
compensation liability had unrealized appreciation of $349.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other then obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended December 31,1996, aggregated $53,337,635 and 
$16,483,796, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended December 31,1996.

The cost of investments owned at December 31, 1996 (including the joint 
repurchase agreement) for Federal income tax purposes was $67,135,870. 
Gross unrealized appreciation and depreciation of investments aggregated 
$6,896,560 and $942,731, respectively, resulting in net unrealized 
appreciation of $5,953,829.


John Hancock Funds - Independence Equity Fund

REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of John Hancock Independence Equity Fund
and the Trustees of John Hancock Capital Series 

In our opinion, the accompanying statement of assets and liabilities, 
including the schedule of investments, and the related statements of 
operations and of changes in net assets and the financial highlights 
present fairly, in all material respects, the financial position of John 
Hancock Independence Equity Fund (the "Fund") (a series of John Hancock 
Capital Series) at December 31, 1996, and the results of its operations, 
the changes in its net assets and the financial highlights for the 
periods indicated, in conformity with generally accepted accounting 
principles. These financial statements and financial highlights 
(hereafter referred to as "financial statements") are the responsibility 
of the Fund's management; our responsibility is to express an opinion on 
these financial statements based on our audits. We conducted our audits 
of these financial statements in accordance with generally accepted 
auditing standards which require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and the significant 
estimates made by management, and evaluating the overall financial 
statement presentation. We believe that our audits, which included 
confirmation of securities at December 31, 1996 by correspondence with 
the custodian, provide a reasonable basis for the opinion expressed 
above.

Price Waterhouse LLP
Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

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

The Fund distributed to shareholders of record December 23, 1996 and 
payable December 30, 1996 a long-term capital gain dividend of $260,941. 
With respect to the Fund's ordinary taxable income for the fiscal year 
ended December 31, 1996, 38.24% qualified for the corporate dividends 
received deduction available to corporations.

Shareholders were mailed a 1996 U.S. Treasury Department Form 1099-DIV 
in January of 1997 representing their proportionate share.

SHAREHOLDER MEETING (UNAUDITED)

On June 26, 1996, a special meeting of John Hancock Independence Equity 
Fund was held.

The shareholders approved an Agreement and Plan of Reorganization for 
the Fund. The shareholder votes were 672,329 FOR, 11,368 AGAINST and 
52,288 ABSTAINING.

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

NAME OF TRUSTEE                         FOR                 WITHHELD
- ----------------------------     ------------------     ----------------
Dennis S. Aronowitz                   856,828                29,955
Edward J. Boudreau, Jr.               855,588                31,195
Richard P. Chapman, Jr.               856,537                30,246
William J. Cosgrove                   856,828                29,955
Douglas M. Costle                     856,828                29,955
Leland O. Erdahl                      856,828                29,955
Richard A. Farrell                    856,828                29,955
Gail D. Fosler                        856,828                29,955
William F. Glavin                     855,588                31,195
Anne C. Hodsdon                       856,828                29,955
Dr. John A. Moore                     856,828                29,955
Patti McGill Peterson                 856,828                29,955
John W. Pratt                         856,828                29,955
Richard S. Scipione                   855,588                31,195
Edward J. Spellman                    856,828                29,955


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


101 Huntington Avenue, Boston, MA 02199-7603


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

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


A recycled logo in lower left hand corner with caption "Printed on 
Recycled Paper."              2500A   12/96
                                       2/97


                       John Hancock Funds

                           Special
                            Value
                             Fund

                         Annual Report

                       December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
Dennis S. Aronowitz*
Richard P. Chapman, Jr.*
William J. Cosgrove*
Douglas M. Costle*
Leland O. Erdahl*
Richard A. Farrell*
Gail D. Fosler*
William F. Glavin*
Anne C. Hodsdon
Dr. John A. Moore*
Patti McGill Peterson*
John W. Pratt*
Richard S. Scipione
Edward J. Spellman*
*Members of the Audit Committee

OFFICERS

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

CUSTODIAN

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

TRANSFER AGENT

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

INVESTMENT ADVISER

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

PRINCIPAL DISTRIBUTOR

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

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116


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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

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

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

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

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

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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


By Timothy Keefe, CFA, Portfolio Manager

John Hancock
Special Value Fund

Stock market surprises many with second spectacular year; 
small-cap stocks lag larger ones 

In August 1996, Timothy Keefe began leading the management team of John 
Hancock Special Value Fund. Prior to joining John Hancock Funds as a 
senior vice president and portfolio manager, Mr. Keefe was vice 
president and portfolio manager for Federated Investors specializing in 
value investing. 

The stock market turned in a surprising and stellar performance in 1996, 
advancing to new highs and rewarding investors with well-above-average 
returns. Although the market's 1996 returns didn't match 1995's 
remarkable results, it came closer than many expected. By the end of 
this one-two punch, the Dow Jones Industrial Average had risen by almost 
70% - its best two-year period in more than 40 years. The market was 
driven in 1996 by the same favorable stock-picking conditions that 
existed in 1995 - strong earnings growth and low interest rates, 
although there was more volatility, as rates rose in the first half when 
investors worried that a faster-growing economy would spark inflation. 
But for all the emotion, inflation remained tame and stock prices mostly 
advanced all year, with a few exceptions.

"The biggest 
beneficiaries 
 ...were the 
larger growth 
companies..."

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

The biggest beneficiaries of the market's bounty were the larger growth 
companies that have the ability to grow earnings no matter what the 
economic environment. Investors favored these more liquid and tested 
companies as the mixed economic signals throughout the year led to 
uncertainty about where the economy was heading. This same environment 
worked against small-company stocks, which lagged the larger-cap stocks. 
For the year ended December 31, 1996, the Dow advanced 28.91%, including 
reinvested dividends, and the Standard & Poor's 500-Stock Index returned 
22.95%. The Russell 2000 Index, a broad measure of small-stock 
performance, returned 16.50%.


Chart with the heading "Top Five Common Stock Holdings" at top of left 
hand column. The chart lists five holdings: 1) Trizec Hahn 5.0% 2) 
Moneygram Payment Systems 4.5% 3) Calgon Carbon 3.8%; 4) Russ Berrie 
3.8%; 5) Sybron Chemicals 3.7%. A footnote below states: "As a 
percentage of net assets on December 31, 1996."

"During the 
year, we 
shifted our 
weightings in 
some industry 
sectors..."

Performance and strategy recap

The Fund's emphasis on smaller-capitalization stocks caused it to lag 
its peers in the growth and income fund category, which includes many 
funds that focus on the large companies that led the 1996 rally. For the 
year, the Fund's Class A and Class B shares posted total returns of 
12.91% and 12.14%, respectively, at net asset value. That compared to 
the 20.78% return of the average growth and income fund, according to 
Lipper Analytical Services, Inc.1 Please see pages six and seven for 
longer-term performance information.


Table entitled "Scorecard" at bottom of left hand column. The header for 
the left hand column is "Investment"; the header for the right column is 
"Recent performance .. and what's behind the numbers." The first listing 
is FSA (Salamon, Inc.) followed by an up arrow and the phrase " Leader 
in growing field of asset-backed security insurance." The second listing 
is "Samsonite" followed by an up arrow and the phrase "Focused 
management; good point in luggage replacement cycle." The third listing 
is "Morrison Fresh Cooking" followed by a down arrow and the phrase 
"Management concerns prompt fears of slow turnaround." Footnote below 
states "See "Schedule of Investments." Investment holdings are subject 
to change."

The Fund's goal is to provide shareholders with capital appreciation, 
and income as a secondary consideration, by investing in undervalued 
companies, those whose fundamental strength and earnings potential are 
not reflected in their stock prices. We firmly believe that the market 
is efficient over the long term, but not over the short term. We seek to 
identify those short-term discrepancies between price and value. We 
often find these opportunities in stocks that are misunderstood, or not 
actively followed by market analysts.

Our investment method involves a disciplined three-step process. 
Starting with a universe of 1,500 companies, we first use a computer 
analytic model to identify which stocks are inexpensive today relative 
to their historical averages of the past eight years. We're careful to 
select not only those that are cheap, but also those whose fundamentals 
are improving. Our second step is to apply a computer momentum model, 
which identifies companies whose revenues and earnings are growing. The 
third and last step is rigorous fundamental analysis. Here, we take an 
entrepreneurial approach to determine whether a company offers a 
business that we would indeed want to own. We evaluate management's 
record and strategy and also talk to customers, vendors and even 
competitors. This process helps us identify what we consider "mispriced 
opportunities" -- outstanding businesses that are selling at a discount 
to their intrinsic value and have a catalyst to unlock that value.

Sector shifts

During the year, we shifted our weightings in some industry sectors, 
especially in the summer when a market correction and rising interest 
rates gave us some opportunities to buy stocks at attractive prices. We 
reduced our exposure to basic industries, particularly textiles, where 
we had an overweighted position. We also pared our holdings in producer 
manufacturers such as Arvin Industries, an auto parts supplier that by 
nature is held captive to turns in the automobile cycle. What's more, 
its stock was pricey given its fundamentals.


Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended December 31, 
1996." The chart is scaled in increments of 5% from bottom to top, with 
25% at the top and 0% at the bottom. Within the chart, there are three 
solid bars. The first represents the 12.91% total return for John 
Hancock Special Value Fund: Class A. The second represents the 12.14% 
return for John Hancock Special Value Fund: Class B. The third 
represents the 20.78% return for the average growth and income fund. The 
footnote below states: "Total returns for John Hancock Special Value 
Fund are at net asset value with all distributions reinvested. The 
average growth and income fund is tracked by Lipper Analytical Services. 
See following two pages for historical performance information."

In their place, we bought several good financial stocks at a time when 
rate fears made their stocks very attractively priced. One great 
opportunity was CMAC Investment Corp., a private mortgage insurance 
company whose business has grown significantly as more and more first-
time home buyers are putting less than 20% down, requiring them to buy 
private mortgage insurance. Another growth catalyst has been the fact 
that the Fannie Mae and Freddie Mac government mortgage agencies have 
increased their downpayment requirements. Another good buy was Financial 
Security Assurance Holding (Salomon, Inc.), which sells municipal bond 
insurance and also insures asset-backed securities. It's a very steady 
business with a strong management team that we were able to buy at a 30% 
discount to its adjusted book value when comparable companies were selling
at a 20% premium. 

We also added several technology stocks after the sector took a drubbing 
in a summer selloff. One addition was ELEXSYS International, a company 
that exemplifies one of our favorite themes, which is company 
outsourcing. In this case, ELEXSYS manufactures technology-related 
products for some of the largest companies. It's also a classic value 
story and exactly the kind of company we're looking for - under-followed 
and misunderstood by the market. So we were able to buy it for a low 
eight times earnings multiple and subsequently watched its stock more 
than double. Another small technology company with a similar undervalued 
story is Western Micro Tech, distributors of mid-range computers for the 
likes of IBM and Data General. 

"Volatile 
markets 
present 
better 
opportunities 
for value 
investors..."

A look ahead

After back-to-back years of spectacular moves, it's hard to image 1997's 
market measuring up to those standards; investors would be wise to 
temper their expectations. As 1997 gets underway, many stocks appear 
fully valued, especially the larger-cap names. We expect volatility 
ahead, as worries about the economy, interest rates and inflation 
persist. That said, we remain optimistic, particularly about the 
prospects for small-company value-oriented stocks. Volatile markets 
present better opportunities for value investors to find discrepancies 
between a stock's price and its true value. And small-cap stocks, after 
lagging the market for several years now, are at very attractive levels. 
- ------------------------------------------------------------------------
This commentary reflects the views of the portfolio managers through the 
end of the Fund's period discussed in this report. Of course, the 
managers' views are subject to change as market and other conditions 
warrant. 

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


A LOOK AT PERFORMANCE

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

CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996

                              ONE          LIFE OF
                             YEAR          FUND
                          ---------     ---------
John Hancock Special 
Value Fund: Class A          7.23%       39.03%(1)
John Hancock Special 
Value Fund: Class B          7.14%       40.12%(1)

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996

                              ONE         LIFE OF
                             YEAR           FUND
                          ---------     ---------
John Hancock Special 
Value Fund: Class A          7.23%       11.64%(1,2)
John Hancock Special 
Value Fund: Class B          7.14%       11.94%(1,2)


Notes to Performance

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

(2) The Adviser has undertaken voluntarily to limit the Fund's expenses, 
including the management fee (but not including the transfer agent fee 
and the 12b-1 fee), to the extent required to prevent expenses from 
exceeding 0.40% of the Fund's daily net asset value.  Without the 
limitation of expenses, the average annualized total returns for the 
one-year period and since inception for Class A shares would have been 
6.55% and 9.79%, respectively. The average annualized total returns for 
the one-year period and since inception for Class B shares would have 
been 6.46% and 10.09%, respectively.


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

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

Special Value Fund
Class A shares

Line chart with the heading Special Value Fund: Class A, representing 
the growth of a hypothetical $10,000 investment over the life of the 
fund.  Within the chart are three lines.  The first line represents the 
value of the Standard & Poor's 500 Stock Index and is equal to $17,131 
as of December 31, 1996.  The second line represents the value of the 
hypothetical $10,000 investment made in the Special Value Fund on 
January 3, 1994, before sales charge, and is equal to $14,638 as of 
December 31, 1996.  The third line represents the value of the 
hypothetical $10,00 investment made in the Special Value Fund on January 
3, 1994, after sales charge, and is equal to $13,903 as of December 31, 
1996.  



Special Value Fund
Class B shares

Line chart with the heading Special Value Fund: Class B, representing 
the growth of a hypothetical $10,000 investment over the life of the 
fund.  Within the chart are three lines.  The first line represents the 
value of the Standard & Poor's 500 Stock Index and is equal to $17,131 
as of December 31, 1996.  The second line represents the value of the 
hypothetical $10,000 investment made in the Special Value Fund, before 
sales charge, on January 3, 1994, and is equal to $14,312 as of  
December 31, 1996.  The third line represents the value of the 
hypothetical $10,000 investment made in the Special Value Fund on 
January 3, 1994, after sales charge, and is equal to $14,012 as of 
December 31, 1996.



<TABLE>
<CAPTION>

FINANCIAL STATEMENTS

John Hancock Funds - Special Value Fund

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

Statement of Assets and Liabilities
December 31, 1996
- -----------------------------------------------------------
<S>                                          <C>
Assets:
Investments at value -- Note C:
Common stocks (cost -- $33,073,528)           $  34,543,839 
Preferred stocks (cost -- $1,356,432)             1,543,750 
Joint repurchase agreement (cost -- $52,000)         52,000 
Corporate savings account                               772 
                                              -------------
                                                 36,140,361 
Receivable for investments sold                   1,707,747 
Receivable for shares sold                           17,082 
Dividends and interest receivable                    40,691 
Receivable from John Hancock 
Advisers, Inc. -- Note B                             33,659 
Deferred organization 
expenses -- Note A                                   45,313 
Other assets                                            551 
                                              -------------
Total Assets                                     37,985,404 
- -----------------------------------------------------------
Liabilities:
Payable for shares repurchased                        4,484 
Accounts payable and accrued expenses                31,154 
                                              -------------
Total Liabilities                                    35,638 
- -----------------------------------------------------------
Net Assets:
Capital paid-in                                  36,023,228 
Accumulated net realized gain on investments        269,400 
Net unrealized appreciation of investments        1,657,659 
Distributions in excess of net 
investment income                           (           521) 
                                              -------------
Net Assets                                    $  37,949,766 
===========================================================
Net Asset Value Per Share:
(Based on net asset values and shares of 
beneficial interest outstanding -- unlimited 
number of shares authorized with no par 
value, respectively)
Class A -- $15,853,168 / 1,536,490            $       10.32
===========================================================
Class B -- $22,096,598 / 2,142,286            $       10.31
===========================================================
Maximum Offering Price Per Share *
Class A  -- ($10.32 x 105.26%)                $       10.86
===========================================================

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

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

Statement of Operations
Year ended December 31, 1996 
- -------------------------------------------------------------
<S>                                              <C>
Investment Income:
Dividends (net of foreign withholding 
taxes of $8,991)                                  $   642,947 
Interest                                              152,449 
                                                  -----------
                                                      795,396 
                                                  -----------
Expenses:
Investment management fee -- Note B                   241,086 
Distribution/service fee -- Note B
Class A                                                43,175 
Class B                                               200,491 
Transfer agent fee -- Note B                          101,128 
Registration and filing fees                           42,068 
Custodian fee                                          40,750 
Organization Expense -- Note A                         22,622 
Printing                                               16,074 
Auditing fee                                            8,167 
Financial services fee -- Note B                        6,458 
Trustees' fees                                          2,518 
Miscellaneous                                           1,504 
Legal fees                                              1,324 
                                                  -----------
Total Expenses                                        727,365 
- -------------------------------------------------------------
Less expense reductions -- 
Note B                                           (    244,807)
- -------------------------------------------------------------
Net Expenses                                          482,558 
- -------------------------------------------------------------
Net Investment Income                                 312,838 
- -------------------------------------------------------------
Realized and Unrealized Gain 
(Loss) on Investments:
Net realized gain 
on investments sold                                 4,332,628 
Change in net unrealized 
appreciation/depreciation
of investments                                   (    652,765) 
                                                  -----------
Net Realized and Unrealized Gain
on Investments                                      3,679,863 
- -------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations                         $ 3,992,701 
=============================================================

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------
                                                                                          YEAR ENDED DECEMBER 31,
                                                                                  ---------------------------------------
                                                                                      1995                       1996
                                                                                  -------------             -------------
<S>                                     <C>                    <C>               <C>                      <C> 
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                             $     319,288            $     312,838 
Net realized gain on investments sold                                                   591,659                 4,332,628 
Change in net unrealized appreciation/depreciation of investments                     2,253,318            (      652,765) 
                                                                                  -------------             -------------
Net Increase in Net Assets Resulting from Operations                                  3,164,265                 3,992,701 
                                                                                  -------------             -------------
Distributions to Shareholders:
Dividends from net investment income
Class A -- ($0.1978 and $0.1419 per share, respectively)                         (      194,536)           (      190,450)
Class B -- ($0.1215 and $0.0658 per share, respectively)                         (      141,070)           (      122,533)
Distributions from net realized gain on investments sold
Class A -- ($0.2115 and $1.2413 per share, respectively)                         (      255,578)           (    1,697,467)
Class B -- ($0.2115 and $1.2413 per share, respectively)                         (      335,890)           (    2,382,887) 
                                                                                  -------------             -------------
Total Distributions to Shareholders                                              (      927,074)           (    4,393,337) 
                                                                                  -------------             -------------
From Fund Share Transactions -- Net*                                                 19,885,478                 8,511,666 
                                                                                  -------------             -------------
Net Assets:
Beginning of period                                                                   7,716,067                29,838,736 
                                                                                  -------------             -------------
End of period (including undistributed 
net investment income of $96 and distributions 
in excess of net investment income of 
$521, respectively)                                                               $  29,838,736             $  37,949,766 
                                                                                  =============             =============
                                  
* Analysis of Fund Share Transactions:

                                                                     YEAR ENDED DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                                        1995                                         1996
                                         -----------------------------------          ----------------------------------
                                           SHARES                  AMOUNT               SHARES                  AMOUNT
                                         ---------              ------------          ---------              ------------
CLASS A
Shares sold                              1,025,002              $ 10,116,634            949,766              $ 10,398,879 
Shares issued to shareholders 
in reinvestment of distributions            39,907                   410,057            175,933                 1,796,295 
                                         ---------              ------------          ---------              ------------
                                         1,064,909                10,526,691          1,125,699                12,195,174 
Less shares repurchased                (   319,719)           (    3,191,389)       (   825,851)           (    8,997,914) 
                                         ---------              ------------          ---------              ------------
Net increase                               745,190              $  7,335,302            299,848              $  3,197,260 
                                         =========              ============          =========              ============
CLASS B
Shares sold                              1,444,369              $ 14,296,298            716,837              $  7,786,094 
Shares issued to shareholders 
in reinvestment of distributions            39,383                   406,436            206,399                 2,101,655 
                                         ---------              ------------          ---------              ------------
                                         1,483,752                14,702,734            923,236                 9,887,749 
Less shares repurchased                (   213,668)           (    2,152,558)       (   417,470)           (    4,573,343) 
                                         ---------              ------------          ---------              ------------
Net increase                             1,270,084              $ 12,550,176            505,766              $  5,314,406 
                                         =========              ============          =========              ============

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

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

                                                           YEAR ENDED DECEMBER 31,
                                                  -----------------------------------------
                                                    1994 (1)        1995              1996
                                                  -------         -------           -------
<S>                                              <C>             <C>               <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period              $  8.50         $  8.99           $ 10.39
                                                  -------         -------           -------
Net Investment Income (2)                            0.18            0.21              0.14
Net Realized and Unrealized Gain on Investments      0.48            1.60              1.17
                                                  -------         -------           -------
 Total from Investment Operations                    0.66            1.81              1.31
                                                  -------         -------           -------
Less distributions:
Dividends from Net Investment Income             (   0.17)       (   0.20)         (   0.14)
Distributions from Net Realized Gain 
on Investments Sold                                    --        (   0.21)         (   1.24) 
                                                  -------         -------           -------
Total Distributions                              (   0.17)       (   0.41)         (   1.38) 
                                                  -------         -------           -------
Net Asset Value, End of Period                    $  8.99         $ 10.39           $ 10.32
                                                  =======         =======           =======
Total Investment Return 
at Net Asset Value (3)                               7.81%(4)       20.26%            12.91%
Total Adjusted Investment Return 
at Net Asset Value (3,5)                             7.30%(4)       19.39%            12.20%

Ratios and supplemental data
Net Assets, End of Period (000's omitted)         $ 4,420         $12,845           $15,853
Ratio of Expenses to Average Net Assets              0.99%(7)        0.98%             0.99%
Ratio of Adjusted Expenses 
to Average Net Assets (6)                            4.98%(7)        1.85%             1.70%
Ratio of Net Investment Income 
to Average Net Assets                                2.10%(7)        2.04%             1.31%
Ratio of Adjusted Net Investment Income 
(Loss) to Average Net Assets (6)                  (  1.89%)(7)       1.17%             0.60%
Portfolio Turnover Rate                               0.3%              9%               72%
Fee Reduction Per Share (2)                       $  0.34         $  0.09           $  0.08
Average Broker Commission Rate (8)                    N/A             N/A           $0.0658

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

CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period              $  8.50         $  9.00           $ 10.38
                                                  -------         -------           -------
Net Investment Income (2)                            0.13            0.12              0.07
Net Realized and Unrealized 
Gain on Investments                                  0.48            1.59              1.17
                                                  -------         -------           -------
 Total from Investment Operations                    0.61            1.71              1.24
                                                  -------         -------           -------
Less Distributions:
Dividends from Net Investment Income             (   0.11)       (   0.12)         (   0.07)
Distributions from Net Realized Gain 
on Investments Sold                                    --        (   0.21)         (   1.24) 
                                                  -------         -------           -------
Total Distributions                              (   0.11)       (   0.33)         (   1.31) 
                                                  -------         -------           -------
Net Asset Value, End of Period                    $  9.00         $ 10.38           $ 10.31
                                                  =======         =======           =======
Total Investment Return 
at Net Asset Value (3)                               7.15%(4)       19.11%            12.14%
Total Adjusted Investment Return 
at Net Asset Value (3,5)                             6.64%(4)       18.24%            11.43%
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted)         $ 3,296         $16,994           $22,097
Ratio of Expenses to Average Net Assets              1.72%(7)        1.73%             1.69%
Ratio of Adjusted Expenses 
to Average Net Assets (6)                            5.71%(7)        2.60%             2.40%
Ratio of Net Investment Income 
to Average Net Assets                                1.53%(7)        1.21%             0.62%
Ratio of Adjusted Net Investment Income 
(Loss) to Average Net Assets (6)                  (  2.46%)(7)       0.34%          (  0.09%)
Portfolio Turnover Rate                               0.3%              9%               72%
Fee Reduction Per Share (2)                       $  0.34         $  0.09           $  0.08
Average Broker Commission Rate (8)                    N/A             N/A           $0.0658

(1) Class A and Class B shares commenced operations on January 3, 1994.

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

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

(4) Not annualized.

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

(6) Unreimbursed, without fee reduction.

(7) Annualized.

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Schedule of Investments
December 31, 1996
- --------------------------------------------------------------------------

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

                                                               MARKET
ISSUER, DESCRIPTION                     NUMBER OF SHARES        VALUE
- -------------------                     ----------------       ------
<S>                          <C>           <C>           <C>
COMMON STOCKS
Aerospace (1.28%)
AAR Corp.                                   16,000        $    484,000 
                                                          ------------
Beverages (0.20%)
Coors (Adolph) Co. (Class B)                 4,000              76,000
                                                          ------------
Building (1.51%)
Fibreboard Corp.*                           17,000             573,750
                                                          ------------
Chemicals (4.03%)
Millennium Chemicals, Inc.*                  6,285             111,559
Sybron Chemicals, Inc.*                     88,700           1,419,200
                                                          ------------
                                                             1,530,759
                                                          ------------
Computers (1.89%)
Western Micro Technology, Inc.*             58,500             716,625
                                                          ------------
Consumer Products Misc. (2.63%)
Samsonite Corp.*                            26,000             997,750
                                                          ------------
Diversified Operations (3.97%)
ACX Technologies, Inc.*                     46,000             914,250
Hanson PLC (American Depositary 
Receipts) (ADR) (United Kingdom)            88,000             594,000
                                                          ------------
                                                             1,508,250
                                                          ------------
Electronics (4.50%)
ELEXSYS International, Inc.*                61,600           1,224,300
Oak Industries, Inc.*                       21,000             483,000
                                                          ------------
                                                             1,707,300
                                                          ------------
Finance (7.35%)
Aames Financial Corp.                       13,000             466,375
Delta Financial Corp.*                       1,300              23,400
IMC Mortgage Co.*                           17,200             576,200
MoneyGram Payment Systems, Inc.*           130,000           1,722,500
                                                          ------------
                                                             2,788,475
                                                          ------------
Food (3.38%)
Morrison Health Care, Inc.                  28,333             417,912
Savannah Foods & Industries, Inc.           64,000             864,000
                                                          ------------
                                                             1,281,912
                                                          ------------
Insurance (4.73%)
Allmerica Financial Corp.                   18,500             619,750
CMAC Investment Corp.                       24,000             882,000
Executive Risk, Inc.                         7,900             292,300
                                                          ------------
                                                             1,794,050
                                                          ------------
Leisure (2.88%)
Equity Marketing Inc.*                       8,500             157,250
Outboard Marine Corp.                       56,700             935,550
                                                          ------------
                                                             1,092,800
                                                          ------------
Machinery (2.10%)
Greenfield Industries, Inc.                 26,000             796,250
                                                          ------------
Office (2.37%)
Cross (A.T.) Co. (Class A)                  42,300             491,738
Mail-Well, Inc.*                            25,000             409,375
                                                          ------------
                                                               901,113
                                                          ------------
Oil & Gas (4.92%)
Daniel Industries, Inc.                     78,300           1,154,925
Parker Drilling Co.*                        74,200             714,175
                                                          ------------
                                                             1,869,100
                                                          ------------
Paper & Paper Products (5.51%)
Gibson Greetings, Inc.*                     50,900             998,912
Glatfelter (P.H.) Co.                       60,700           1,092,600
                                                          ------------
                                                             2,091,512
                                                          ------------
Pollution Control (3.80%)
Calgon Carbon Corp.                        117,800           1,443,050
                                                          ------------
Real Estate Operations (7.14%)
Tejon Ranch Co.                             56,000             805,000
Trizec Hahn Corp. (Canada)                  86,600           1,905,200
                                                          ------------
                                                             2,710,200
                                                          ------------
Retail (17.84%)
Brown Group, Inc.                           61,700           1,133,737
Darden Restaurants, Inc.                    95,000             831,250
Intelligent Electronics, Inc.*              65,300             522,400
Morrison Fresh Cooking, Inc.               142,250             657,906
Ruby Tuesday, Inc.                          42,500             786,250
Ruddick Corp.                              100,000           1,400,000
Russ Berrie & Co., Inc.                     80,000           1,440,000
                                                          ------------
                                                             6,771,543
                                                          ------------
Telecommunications (1.61%)
ANTEC Corp.*                                67,700             609,300
                                                          ------------
Textile (2.70%)
Burlington Industries, Inc.*                93,300           1,026,300
                                                          ------------
Tobacco (0.74%)
Imperial Tobacco Group PLC (ADR) 
(United Kingdom)*                           22,000             280,500
                                                          ------------
Transport (2.86%)
Overseas Shipholding Group, Inc.            39,700             674,900
Swift Transportation Co., Inc.*             17,400             408,900
                                                          ------------
                                                             1,083,800
                                                          ------------
Utilities (1.08%)
El Paso Electric Co.*                       63,000             409,500
                                                          ------------
TOTAL COMMON STOCKS               
(Cost $33,073,528)                        (  91.02%)        34,543,839
                                            ------        ------------
PREFERRED STOCKS
Broker Services (4.07%)
Salomon, Inc., 
7.625% Ser FSA, Conv Preferred              50,000           1,543,750
                                                          ------------
TOTAL PREFERRED STOCKS
(Cost $1,356,432)                         (   4.07%)         1,543,750
                                            ------        ------------
TOTAL COMMON STOCKS
AND PREFERRED STOCKS
(Cost $34,429,960)                        (  95.09%)        36,087,589
                                            ------        ------------

                                 INTEREST    PAR VALUE        MARKET
ISSUER, DESCRIPTION                RATE   (000'S OMITTED)      VALUE
- -------------------              ------   ---------------      -----
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (0.14%)
Investment in a joint repurchase 
agreement transaction with 
Lehman Brothers, Inc. 
Dated 12-31-96, 
Due 01-02-97 (Secured by 
U.S. Treasury Bonds, 7.25% 
thru 12.50%, due 08-15-14 
thru 08-15-22) -- Note A          6.70%   $     52         $    52,000 
                                                          ------------
CORPORATE SAVINGS ACCOUNT (0.00%)
Investors Bank & Trust Company 
Daily Interest Savings Account
Current Rate 4.75%                                                 772
                                                          ------------
TOTAL SHORT-TERM INVESTMENTS              (   0.14%)            52,772
                                            ------        ------------
TOTAL INVESTMENTS                         (  95.23%)      $ 36,140,361 
                                            ======        ============

*Non-income producing security.

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

See notes to financial statements.

</TABLE>


NOTE A --
ACCOUNTING POLICIES

John Hancock Capital Series (the "Trust") is an open-end management 
investment company, registered under the Investment Company Act of 1940. 
The Trust consists of three series: John Hancock Special Value Fund (the 
"Fund"), John Hancock Independence Equity Fund and John Hancock 
Utilities Fund. The investment objective of the Fund is to seek capital 
appreciation with income as a secondary consideration by investing 
primarily in equity securities that are comparatively undervalued and 
are out of favor.

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

Significant accounting policies of the Fund are as follows:

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

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

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

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

DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment 
securities is recorded on the ex-dividend date or, in the case of some 
foreign securities, on the date thereafter when the Fund identifies the 
dividend. Interest income on investment securities is recorded on the 
accrual basis. Foreign income may be subject to foreign withholding 
taxes which are accrued as applicable.

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

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

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

FOREIGN CURRENCY TRANSLATION All assets and liabilities initially 
expressed in terms of foreign currencies are translated into U.S. 
dollars based on London currency exchange quotations as of 5:00 p.m., 
London time, on the date of any determination of the net asset value of 
the Fund. Transactions affecting statement of operations accounts and 
net realized gain/(loss) on investments are translated at the rates 
prevailing at the dates of the transactions.

The Fund does not isolate that portion of the results of operations 
resulting from changes in foreign exchange rates on investments from the 
fluctuations arising from changes in market prices of securities held. 
Such fluctuations are included with the net realized and unrealized gain 
or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales 
of foreign currency, currency gains or losses realized between the trade 
and settlement dates on securities transactions and the difference 
between the amounts of dividends, interest, and foreign withholding 
taxes recorded on the Fund's books and the U.S. dollar equivalent of the 
amounts actually received or paid. Net unrealized foreign exchange gains 
or losses arise from changes in the value of assets and liabilities 
other than investments in securities at fiscal year end, resulting from 
changes in the exchange rate.

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

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

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

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, on an annual basis, to the sum of 0.70% of the 
Fund's average daily net asset value. Until September 10, 1996, there 
was a sub-advisory agreement between the Adviser and an affiliated 
company of the Adviser, NM Capital Management, Inc. (the "Sub-Adviser"), 
under which the Sub-Adviser provided the Fund with investment research 
and portfolio management services, the Adviser paid the Sub-Adviser 
annually 40% of the fee received by the Adviser for managing the Fund. 
The Fund was not responsible for the payment of the Sub-Adviser's fee.

The Adviser has 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. Accordingly, the reduction 
in the Adviser's fee amounted to $244,807 for the period ended December 
31, 1996. The Adviser reserves the right to terminate this limitation in 
the future.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly owned subsidiary of the Adviser. For the period ended 
December 31, 1996, net sales charges received with regard to sales of 
Class A shares amounted to $115,896. Out of this amount, $18,412 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $29,588 was paid as sales commissions to 
unrelated broker-dealers and $67,896 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker dealers. The Adviser's indirect 
parent, John Hancock Mutual Life Insurance Company ("JHMLICo"), is the 
indirect sole shareholder of Distributors and was the indirect sole 
shareholder until November 29, 1996 of John Hancock Freedom Securities 
Corporation and its subsidiaries, which include Tucker Anthony and 
Sutro.

Class B shares which are redeemed within six years of purchase will be 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.0% of the lesser of the current market value at the 
time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses related to providing 
distribution related services to the Fund in connection with the sale of 
Class B shares. For the period ended December 31, 1996, contingent 
deferred sales charges paid to JH Funds amounted to $59,601.

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

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

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

Mr. Edward J. Boudreau, Jr., Ms. Anne C. Hodsdon and Mr. Richard S. 
Scipione are directors and/or officers of the Adviser and/or its 
affiliates, as well as Trustees of the Fund. The compensation of 
unaffiliated Trustees is borne by the Fund. Effective with the fees paid 
for 1995, the unaffiliated Trustees may elect to defer for tax purposes 
their receipt of this compensation under the John Hancock Group of Funds 
Deferred Compensation Plan. The Fund makes investments into other John 
Hancock funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investments to cover the deferred 
compensation liability had unrealized appreciation of $30.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other than obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended December 31, 1996, aggregated $27,232,845 and 
$22,669,989, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended December 31, 1996.

The cost of investments owned at December 31, 1996 (excluding the 
corporate savings account), for federal income tax purposes was 
$34,481,960. Gross unrealized appreciation and depreciation of 
investments aggregated $4,499,202 and $2,841,573, respectively, 
resulting in net unrealized appreciation of $1,657,629.

NOTE D--
RECLASSIFICATION OF CAPITAL ACCOUNTS

During the year ended December 31, 1996, the Fund has reclassified 
amounts to reflect an increase in distributions in excess of net 
investment income of $472, an increase in accumulated net realized gain 
on investments of $16,935 and a decrease in capital paid-in of $16,463. 
This represents the cumulative amount necessary to report these balances 
on a tax basis as of December 31, 1996. Additional adjustments may be 
needed in subsequent reporting periods. These reclassifications, which 
have no impact on the net asset value of the Fund, are primarily 
attributable to certain differences in the computation of distributable 
income and capital gains under federal tax rules versus generally 
accepted accounting principles.



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of
John Hancock Capital Series 
John Hancock Special Value Fund

We have audited the accompanying statement of assets and liabilities of 
the John Hancock Special Value Fund (the "Fund"), one of the portfolios 
constituting John Hancock Capital Series, including the schedule of 
investments, as of December 31, 1996, and the related statement of 
operations for the year then ended, the statement of changes in net 
assets for each of the two years in the period then ended, and the 
financial highlights for each of the two years in the period then ended 
and for the period from January 3, 1994 (commencement of operations) to 
December 31, 1994. These financial statements and financial highlights 
are the responsibility of the Fund's management. Our responsibility is 
to express an opinion on these financial statements and financial 
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements and financial highlights. Our 
procedures included confirmation of securities owned as of December 31, 
1996, by correspondence with the custodian. An audit also includes 
assessing the accounting principles used and significant estimates made 
by management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for 
our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of the John Hancock Special Value Fund portfolio of 
John Hancock Capital Series at December 31, 1996, the results of its 
operations for the year then ended, the changes in its net assets for 
each of the two years in the period then ended, and financial highlights 
for each of the two years in the period then ended and for the period 
from January 3, 1994 (commencement of operations) to December 31, 1994, 
in conformity with generally accepted accounting principles.

                                          /S/ERNST & YOUNG LLP

Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

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

The Fund designated a distribution to shareholders of $2,370,595 as 
long-term capital gain dividends. Shareholders were mailed a 1996 U.S. 
Treasury Department Form 1000-DIV in January 1997 representing their 
proportionate share.

United States Government Obligations: None of the 1996 income earned by 
the Fund was derived from obligations of the U.S. government or its 
agencies. The Fund did not have any assets invested in U.S. Treasury 
bonds, bills, notes or other U.S. Government Agencies at year end.

With respect to the Fund's ordinary taxable income for the fiscal year 
ended December 31, 1996, 28.19% of the dividends qualify for the 
corporate dividends received deductions.

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


SHAREHOLDER MEETING (UNAUDITED)

On June 26, 1996, a special meeting of John Hancock Special Value Fund 
was held.

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

NAME OF TRUSTEE                FOR       WITHHELD
- ------------------------    ---------     ------
Dennis S. Aronowitz         1,730,248     31,043
Edward J. Boudreau, Jr.     1,733,671     27,620
Richard P. Chapman, Jr.     1,730,248     31,043
William J. Cosgrove         1,735,291     26,000
Douglas M. Costle           1,735,291     26,000
Leland O. Erdahl            1,735,291     26,000
Richard A. Farrell          1,734,307     26,984
Gail D. Fosler              1,732,687     28,604
William F. Glavin           1,735,291     26,000
Anne C. Hodsdon             1,735,291     26,000
Dr. John A. Moore           1,733,559     27,732
Patti McGill Peterson       1,734,307     26,984
John W. Pratt               1,735,291     26,000
Richard S. Scipione         1,734,755     26,535
Edward J. Spellman          1,734,307     26,984


NOTES

John Hancock Funds - Special Value Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]


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101 Huntington Avenue, Boston, MA 02199-7603


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


A recycled logo in lower left hand corner with the caption "Printed on 
Recycled Paper."                                  3700A 12/96
                                                         2/97


                       John Hancock Funds
                          Utilities
                            Fund

                        ANNUAL REPORT

                      December 31, 1996


TRUSTEES

Edward J. Boudreau, Jr.
Dennis S. Aronowitz*
Richard P. Chapman, Jr.*
William J. Cosgrove*
Douglas M. Costle*
Leland O. Erdahl*
Richard A. Farrell*
Gail D. Fosler*
William F. Glavin*
Anne C. Hodsdon
Dr. John A. Moore*
Patti McGill Peterson*
John W. Pratt*
Richard S. Scipione
Edward J. Spellman*
*Members of the Audit Committee

OFFICERS

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

CUSTODIAN

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

TRANSFER AGENT

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

INVESTMENT ADVISER

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

PRINCIPAL DISTRIBUTOR

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

LEGAL COUNSEL

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110


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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

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

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

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

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

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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


BY GREGORY K. PHELPS, PORTFOLIO MANAGER

John Hancock 
Utilities Fund

Rising natural gas prices and takeovers boost gas utilities;
electric and telephone utilities suffer from heightened competition

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

Natural gas stocks were some of the stock market's best performers 
during 1996, powered by rising natural gas prices and a wave of takeover 
activity. Demand for the fuel grew as the global economy strengthened, 
while supply remained tight as inventories dwindled. As a result, 
natural gas prices remained at very high levels throughout the year, 
neatly sidestepping the commodity's traditionally weak summer period. 
More importantly, a wave of mergers and acquisitions boosted the prices 
of many natural gas stocks during the year. 

On the other hand, a number of factors conspired to cast a pall over 
electric utility stocks. Chief among them were a volatile bond market, 
worries about the potential of heightened competition among electric 
providers and expectations for lower dividends and earnings. There 
really wasn't very much for the electric utilities to cheer about until 
late spring, when state regulators in California passed a law protecting 
the state's utilities and their shareholders from footing the bill for 
generating plants that are "stranded" -- rendered obsolete -- by cheaper 
power sources. All told, electric utilities ended the year as one of the 
stock market's worst performing sectors.

A 2 1/4" by 3 1/2" photo of the Fund's management team at bottom right. 
Caption reads: "Gregory Phelps and Fund management team members Laura 
Provost (l) and Beverly Cleathero (r) at Boston Edison's natural gas-
fired South Boston power plant. 

"Natural gas 
stocks were 
some of 
the stock 
market's 
best 
performers..."

Telephone companies also struggled under the weight of increased 
competition, as  The  Telecom Act of 1996 set the stage for long-
distance and local phone companies to enter each other's markets. 
Telephone stocks suffered almost as badly as electric utility stocks 
during the year.


Pie chart entitled "Portfolio Diversification" at top left hand column. 
The chart is divided into six sections. Going from top right to left: 
Natural Gas Utilities 43%; Diversified Operations 1%; 
Telephone/Telecommunications 8%; Electric Utilities 29%; Oil & Gas 17%; 
Short-Term Investments & Other 2%. Footnote below states "As a 
percentage of net assets on December 31, 1996."

The Fund 
emphasizes 
gas companies 
that are 
primary 
takeover 
candidates.

Against that mixed backdrop, John Hancock Utilities Fund outpaced its 
competitors. For the year ending December 31, 1996, the Fund's Class A 
and Class B shares had total returns of 13.53% and 12.65%, respectively, 
at net asset value. By comparison, the average utilities fund had a 
total return of 9.87%, according to Lipper Analytical Services, Inc.1 
Please see pages six and seven for longer-term performance information.

Increased focus on gas utilities

Throughout the year we increased the Fund's holdings in gas utility 
stocks to 43% of net assets at year-end, from 5% at the beginning of the 
year. The gas utilities have already weathered much of the regulatory 
battles that are currently troubling the electric utilities, and they 
are generally now on firmer footing.

Table entitled "Scorecard" at bottom of left hand column. The header for 
the left hand column is "Investment"; the header for the right column is 
"Recent performance .. and what's behind the numbers." The first listing 
is Boston Edison followed by an up arrow and the phrase "Improving 
balance sheet/strategic alliances." The second listing is "PanEnergy 
Corp. followed by an up arrow and the phrase "Proposed acquisition by 
Duke Power." The third listing is Frontier Corp. followed by a down 
arrow and the phrase "Increased long distance competition/unexpected 
write-offs." Footnote below states "See "Schedule of Investments." 
Investment holdings are subject to change."


But the primary fuel for the strong performance of natural gas utility 
stocks was an increase in the level of mergers and acquisitions. Many 
cash-rich electric companies are acquiring gas companies for both 
offensive and defensive reasons. Offensively, the electrics buy gas 
companies to broaden their energy offerings, transforming themselves 
from electric providers to full-service energy companies. Defensively, 
many electric utilities are taking over local gas utilities to prevent 
their competitors from gaining a foothold in their own markets.

During the year, the Fund placed a growing emphasis on gas companies 
that are primary takeover candidates. We target gas companies with good 
fundamentals, and avoid buying companies based simply on takeover 
speculation. That way, the stock is likely to perform well, even if a 
takeover never materializes.

Two of our largest holdings benefited from the takeover wave. Duke 
Power, a North Carolina-based electric utility, recently announced its 
intent to buy PanEnergy Corp. The acquisition will not only enable Duke 
to provide full energy to its customers, but it will give it the 
marketing savvy it needs to survive in an increasingly competitive 
market. Earlier in the year, Atmos Energy announced that it would 
acquire another of our holdings, United Cities Gas Co., a gas 
distributor that operates in a number of different states. Once the 
merger is finalized, we believe that the combined entity will also be an 
attractive takeover candidate in its own right. So we continue to hang 
on to the stock.

Given the distressed state of the electric utility sector, we pared them 
back to 30% of the Fund's assets at the end of the year, from about 52% 
at the beginning. However, there were some bright spots among our 
electric holdings including Boston Edison, a company we believe is well-
positioned to be one of the winners in a more competitive environment. 
Not only does Boston Edison have a solid relationship with state 
regulators, but it also has an improving balance sheet and key strategic 
alliances with telecommunications and natural gas companies. 


Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended December 31, 
1996." The chart is scaled in increments of 5% from bottom to top, with 
15% at the top and 0% at the bottom. Within the chart, there are three 
solid bars. The first represents the 13.53% total return for John 
Hancock Utilities Fund: Class A. The second represents the 12.65% total 
return for John Hancock Utilities Fund: Class B. The third represents 
the 9.87% total return for the average utilities fund. The footnote 
below states: "Total returns for John Hancock Utilities Fund are at net 
asset value with all distributions reinvested. The average utilities 
fund is tracked by Lipper Analytical Services. See following two pages 
for historical performance information."

Telephone utilities

Throughout the year we kept the Fund's exposure to telephone stocks 
extremely light. That was a positive given the sector's weak 
performance. Yet we were able to identify some companies that bucked the 
trend. One of our favorites and best performers is Ameritech, which has 
benefited from its growing cellular operations and its forays into 
foreign markets. The company's management team -- considered to be one 
of the best in the industry -- has done a good job of honing its costs. 
The stock got an added boost in December when the company raised its 
dividend payout rate to 6.6% based on its confidence in its future 
business prospects.

Outlook 

Our outlook calls for further strength in the gas utility sector. There 
is currently work underway in Congress to repeal the Public Utility 
Holding Company Act of 1935, a Depression-era piece of legislation 
designed to break up trusts and monopolies and to prevent multi-state 
utility holding companies from exercising monopoly control. Many 
utilities have sat on the sidelines, wary that any acquisitions could be 
in violation of this act. If the legislation is repealed, which we think 
is likely, it would be a catalyst for further convergence in the utility 
sector. In the electric and telephone sectors, we'll continue to focus 
on owning the most competitive companies. That said, the key to utility 
stocks' performance will be the direction of interest rates. While we 
believe interest rates should remain stable over the next quarter or so, 
the Fed's bias appears to be to raise short-term rates if the economy 
begins to grow at too fast a pace. 

"Our outlook 
calls for 
further 
strength in 
the gas 
utility 
sector."


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

Sector investing is subject to greater risks than the market as a whole.

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


A LOOK AT PERFORMANCE

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


CUMULATIVE TOTAL RETURNS

For the period ended December 31, 1996
                                             ONE             LIFE OF
                                            YEAR              FUND
                                        -----------       -----------
John Hancock Utilities Fund: Class A        7.83%            25.62%(1)
John Hancock Utilities Fund: Class B        7.65%            26.62%(1)

AVERAGE ANNUAL TOTAL RETURNS

For the period ended December 31, 1996
                                               ONE             LIFE OF
                                              YEAR              FUND
                                           -----------       -----------
John Hancock Utilities Fund: Class A (2)    7.83%(2)          8.15%(1)
John Hancock Utilities Fund: Class B (2)    7.65%(2)          8.45%(1)


Notes to Performance

(1) Both Class A and Class B shares started on February 1, 1994.

(2) Without the limitation of expenses, the average annualized total 
returns for the one-year period and since inception would have been 
7.36% and 6.45% for Class A shares and 7.18% and 6.75% for Class B 
shares. 


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

The charts on the right show how much a $10,000 investment in the John 
Hancock Utilities Fund would be worth on December 31, 1996. They assume 
that you either had invested on the day each class of shares started, or 
that you have been invested for the most recent 10 years. In either 
case, they also assume that you have reinvested all distributions. For 
comparison, we've shown the same $10,000 investment in the Dow Jones 
Utilities Average -- an unmanaged index that measures the performance of 
the utility industry in the United States. It consists of 15 actively 
traded stocks representing a cross-section of corporations involved in 
various phases of the utility industry. 


Utilities Fund
Class A shares

Line chart with the heading Utilities Fund: Class A, representing the 
growth of a hypothetical $10,000 investment over the life of the fund.  
Within the chart are three lines.  The first line represents the value 
of the Utilities Fund, before sales charge,  and is equal to $13,227 as 
of December 31, 1996.  The second line represents the value of the 
hypothetical $10,000 investment made in the Utilities Fund, after sales 
charge, on February 1, 1994, and is equal to $12,562 as of December 31, 
1996. The third line represents the Dow Jones Utilities Average Index, 
and is equal to $10,288 as of December 31, 1996.  


Utilities Fund
Class B shares

Line chart with the heading Utilities Fund: Class B, representing the 
growth of a hypothetical $10,000 investment over the life of the fund.  
Within the chart are three lines.  The first line represents the value 
of the Utilities Fund, before sales charge,  and is equal to $12,962 as 
of December 31, 1996.  The second line represents the value of the 
hypothetical $10,000 investment made in the Utilities Fund, after sales 
charge, on February 1, 1994, and is equal to $12,662 as of  December 31, 
1996.  The third line represents the value of the Dow Jones Utilities 
Average Index, and is equal to $10,288 as of December 31, 1996.


<TABLE>
<CAPTION>

FINANCIAL STATEMENTS

John Hancock Funds - Utilities Fund

Statement of Assets and Liabilities
December 31, 1996
- -------------------------------------------------------------------------
<S>                                                          <C>
Assets:
Investments at value - Note C:
Common stocks (cost - $58,801,601)                            $65,923,308
Preferred stocks (cost - $7,231,527)                            7,316,831
Joint repurchase agreement (cost - $1,054,000)                  1,054,000
Corporate savings account                                             457
                                                              -----------
                                                               74,294,596
Receivable for shares sold                                        234,316
Dividends and interest receivable                                 366,502
Deferred organization expenses - Note A                            19,216
Other assets                                                        1,956
                                                              -----------
Total Assets                                                   74,916,586
- -------------------------------------------------------------------------
Liabilities:
Payable for shares repurchased                                      6,035
Payable to John Hancock Advisers, Inc.
and affiliates - Note B                                            46,508
Accounts payable and accrued expenses                              40,037
                                                              -----------
Total Liabilities                                                  92,580
- -------------------------------------------------------------------------
Net Assets:
Capital paid-in                                                67,151,690
Accumulated net realized gain on investments and
foreign currency transactions                                     466,940
Net unrealized appreciation of investments and
foreign currency transactions                                   7,207,172
Distributions in excess of net investment income                   (1,796)
                                                              -----------
Net Assets                                                    $74,824,006
=========================================================================

Net Asset Value Per Share:
(Based on net asset values and shares of
beneficial interest outstanding - unlimited
number of shares authorized with no par value)
Class A - $23,780,675 / 2,622,735                                   $9.07
=========================================================================

Class B - $51,043,331 / 5,645,948                                   $9.04
=========================================================================

Maximum Offering Price Per Share *
Class A - ($9.07 x 105.26%)                                         $9.55
=========================================================================

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

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Operations

                                                                               PERIOD FROM
                                                                              JUNE 1, 1996
                                                               YEAR ENDED  TO DECEMBER 31,
                                                             MAY 31, 1996         1996 (1)
                                                              -----------      -----------
<S>                                                           <C>              <C>
Investment Income:
Dividends (net of foreign withholding taxes of
$18,696 and $2,990, respectively)                              $3,367,327       $2,675,737
Interest                                                          523,887           90,075
                                                              -----------      -----------
                                                                3,891,214        2,765,812
                                                              -----------      -----------
Expenses:
Investment management fee - Note B                                492,174          298,083
Distribution/service fee - Note B
Class A                                                            71,612           40,329
Class B                                                           464,398          291,403
Transfer agent fee - Note B                                       178,131          108,816
Custodian fee                                                      45,488           28,000
Registration and filing fees                                       38,641           30,081
Printing                                                           32,211           15,903
Auditing fee                                                       20,000           20,072
Organization expense - Note A                                       6,984            4,986
Trustees' fees                                                      6,460              449
Miscellaneous                                                       6,323               --
Financial services fee - Note B                                     5,780            7,984
Legal fees                                                          3,737              877
                                                              -----------      -----------
Total Expenses                                                  1,371,939          846,983
Less Expense Reductions - Note B                                 (302,645)        (193,518)
- -------------------------------------------------------------------------------------------
Net Expenses                                                    1,069,294          653,465
- ------------------------------------------------------------------------------------------
Net Investment Income                                           2,821,920        2,112,347
- ------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on
Investments
and Foreign Currency Transactions:
Net realized gain on investments sold                           3,972,848        2,892,488
Net realized gain on foreign currency
transactions                                                        3,216               --
Change in net unrealized appreciation/
depreciation of investments                                     2,353,641        2,410,522
Change in net unrealized appreciation/
depreciation of foreign currency transactions                      (5,886)           1,870
                                                              -----------      -----------
Net Realized and Unrealized Gain on
Investments and Foreign Currency Transactions                   6,323,819        5,304,880
- ------------------------------------------------------------------------------------------
Net Increase in Net Assets Resulting
from Operations                                                $9,145,739       $7,417,227
==========================================================================================

(1) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                PERIOD FROM
                                                                                     YEAR ENDED    YEAR ENDED  JUNE 1, 1996 TO
                                                                                  MAY 31, 1995  MAY 31, 1996  DECEMBER 31, 1996(1)
                                                                                    ------------  ------------  ------------
<S>                                       <C>           <C>           <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                                 $1,639,725    $2,821,920    $2,112,347
Net realized gain on investments                                                    ------------  ------------  ------------
sold and foreign currency transactions                                                     1,432     3,976,064     2,892,488
Change in net unrealized appreciation/
depreciation of investments and
foreign currency transactions                                                          2,466,201     2,347,755     2,412,392
                                                                                    ------------  ------------  ------------
Net Increase in Net Assets Resulting
from Operations                                                                        4,107,358     9,145,739     7,417,227
                                                                                    ------------  ------------  ------------
Distributions to Shareholders:
Dividends from net investment income
Class A -- ($0.3401, $0.4066
and $0.3540 per share, respectively)                                                    (493,188)   (1,082,445)     (858,923)
Class B -- ($0.2988, $0.3441
and $0.3052 per share, respectively)                                                    (767,459)   (1,783,735)   (1,614,575)
Distributions from net realized gain
on investments sold
Class A -- (none, $0.0963 and
$0.7294 per share, respectively)                                                          --          (311,873)   (1,758,261)
Class B -- (none, $0.0963 and
$0.7294 per share, respectively)                                                          --          (513,330)   (3,816,535)
                                                                                    ------------  ------------  ------------
Total Distributions to
Shareholders                                                                          (1,260,647)   (3,691,383)   (8,048,294)
                                                                                    ------------  ------------  ------------
From Fund Share Transactions --
Net*                                                                                  53,500,247     7,306,556     5,121,469
                                                                                    ------------  ------------  ------------
Net Assets:
Beginning of period                                                                    1,225,734    57,572,692    70,333,604
                                                                                    ------------  ------------  ------------
End of period (including undistributed
net investment income of $397,138 and
$361,151 and distributions in excess
of net investment income of $1,796,
respectively)                                                                        $57,572,692   $70,333,604   $74,824,006
                                                                                    ============  ============  ============

* Analysis of Fund Share Transactions:

                                                                                                           PERIOD FROM
                                                   YEAR ENDED                  YEAR ENDED                JUNE 1, 1996 TO
                                                  MAY 31, 1995                MAY 31, 1995            DECEMBER 31, 1996 (1)
                                          --------------------------  --------------------------  --------------------------
                                             SHARES        AMOUNT        SHARES        AMOUNT        SHARES        AMOUNT
                                          ------------  ------------  ------------  ------------  ------------  ------------
CLASS A
Shares sold                                  3,085,752   $24,890,175     4,072,162   $35,815,891     1,071,338    $9,968,327
Shares issued to shareholders in
reinvestment of distributions                   49,990       400,435       107,077       941,191       265,854     2,397,803
                                          ------------  ------------  ------------  ------------  ------------  ------------
                                             3,135,742    25,290,610     4,179,239    36,757,082     1,337,192    12,366,130
Less shares repurchased                       (961,612)   (7,849,867)   (3,987,048)  (35,252,919)   (1,175,294)  (10,956,893)
                                          ------------  ------------  ------------  ------------  ------------  ------------
Net increase                                 2,174,130   $17,440,743       192,191    $1,504,163       161,898    $1,409,237
                                          ============  ============  ============  ============  ============  ============

CLASS B
Shares sold                                  4,745,699   $38,182,620     2,183,807   $18,762,882       835,138    $7,777,441
Shares issued to shareholders in
reinvestment of distributions                   79,202       633,888       161,956     1,417,990       489,560     4,404,386
                                          ------------  ------------  ------------  ------------  ------------  ------------
                                             4,824,901    38,816,508     2,345,763    20,180,872     1,324,698    12,181,827
Less shares repurchased                       (341,569)   (2,757,004)   (1,656,864)  (14,378,479)     (904,956)   (8,469,595)
                                          ------------  ------------  ------------  ------------  ------------  ------------
Net increase                                 4,483,332   $36,059,504       688,899    $5,802,393       419,742    $3,712,232
                                          ============  ============  ============  ============  ============  ============


(1) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

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

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Financial Highlights

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

                                                     YEAR ENDED MAY 31,        PERIOD FROM
                                            -------------------------------- JUNE 1, 1996 TO
                                             1994 (1)     1995        1996  DECEMBER 31 1996(9)
                                            --------    --------    -------- ---------------
<S>                                           <C>         <C>        <C>         <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning
of Period                                      $8.50       $8.26       $8.48       $9.17
                                            --------    --------    --------    --------
Net Investment Income (2)                       0.12        0.44        0.41        0.30
Net Realized and Unrealized
Gain (Loss) on Investments
and Foreign Currency
Transactions                                   (0.36)       0.12        0.79        0.68
                                            --------    --------    --------    --------
Total from Investment
 Operations                                    (0.24)       0.56        1.20        0.98
                                            --------    --------    --------    --------
Less Distributions:
Dividends from Net Investment
 Income                                        --          (0.34)      (0.41)      (0.35)
Distributions from Net Realized
Gain on Investments Sold                       --          --          (0.10)      (0.73)
                                            --------    --------    --------    --------
Total Distributions                            --          (0.34)      (0.51)      (1.08)
                                            --------    --------    --------    --------
Net Asset Value, End of Period                 $8.26       $8.48       $9.17       $9.07
                                            ========    ========    ========    ========

Total Investment Return at
Net Asset Value (3)                            (2.82%)(4)   7.10%      14.44%      11.05%(4)
Total Adjusted Investment Return
at Net Asset Value (3)(5)                     (13.89%)(4)   6.44%      14.01%      10.78%(4)
Ratios and Supplemental Data
Net Assets, End of Period (000's
omitted)                                        $781     $19,229     $22,574     $23,781
Ratio of Expenses to Average
Net Assets                                      1.00%(6)    1.04%       1.04%       1.06%(6)
Ratio of Adjusted Expenses to
Average Net Assets (7)                         12.07%(6)    1.70%       1.47%       1.51%(6)
Ratio of Net Investment Income to
Average Net Assets                              4.53%(6)    5.39%       4.49%       5.44%(6)
Ratio of Adjusted Net Investment
Income (Loss) to Average Net Assets (7)        (6.54%)(6)   4.73%       4.06%       4.99%(6)
Portfolio Turnover Rate                            6%         98%        124%         48%
Fee Reduction Per Share (2)                    $0.27       $0.05       $0.04       $0.02
Average Brokerage Commission
Rate (8)                                         N/A         N/A         N/A     $0.0700

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

                                                     YEAR ENDED MAY 31,        PERIOD FROM
                                            -------------------------------- JUNE 1, 1996 TO
                                             1994 (1)     1995        1996  DECEMBER 31 1996(9)
                                            --------    --------    -------- ---------------
<S>                                           <C>         <C>        <C>         <C>
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning
of Period                                      $8.50       $8.25       $8.45       $9.14
                                            --------    --------    --------    --------
Net Investment Income (2)                       0.08        0.38        0.34        0.26
Net Realized and Unrealized
Gain (Loss) on Investments
and Foreign Currency
Transactions                                   (0.33)       0.12        0.79        0.68
                                            --------    --------    --------    --------
Total from Investment Operations               (0.25)       0.50        1.13        0.94
                                            --------    --------    --------    --------
Less Distributions:
Dividends from Net Investment
Income                                         --          (0.30)      (0.34)      (0.31)
Distributions from Net Realized
Gain on Investments Sold                       --          --          (0.10)      (0.73)
                                            --------    --------    --------    --------
Total Distributions                            --          (0.30)      (0.44)      (1.04)
                                            --------    --------    --------    --------
Net Asset Value, End of Period                 $8.25       $8.45       $9.14       $9.04
                                            ========    ========    ========    ========

Total Investment Return at
Net Asset Value (3)                            (2.94%)(4)   6.31%      13.68%      10.50%(4)
Total Adjusted Investment
Return at Net Asset Value (3)(5)              (14.01%)(4)   5.65%      13.25%      10.23%(4)
Ratios and Supplemental Data
Net Assets, End of Period
(000's omitted)                                 $445     $38,344     $47,759     $51,043
Ratio of Expenses to Average
Net Assets                                      1.72%(6)    1.71%       1.77%       1.75%(6)
Ratio of Adjusted Expenses to
Average Net Assets (7)                         12.79%(6)    2.37%       2.20%       2.20%(6)
Ratio of Net Investment Income
to Average Net Assets                           4.20%(6)    4.64%       3.77%       4.74%(6)
Ratio of Adjusted Net Investment
Income (Loss) to Average Net Assets (7)        (6.87%)(6)   3.98%       3.34%       4.29%(6)
Portfolio Turnover Rate                            6%         98%        124%         48%
Fee Reduction Per Share (2)                    $0.27       $0.05       $0.04       $0.02
Average Brokerage Commission Rate (8)            N/A         N/A         N/A     $0.0700

(1) Class A and Class B shares commenced operations on February 1, 1994.
(2) Based on the average of shares outstanding at the end of each month.
(3) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(4) Not annualized.
(5) An estimated total return calculation that does not take into consideration fee reductions
    by the adviser during the periods shown.
(6) Annualized.
(7) Unreimbursed, without fee reduction.
(8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(9) Effective December 31, 1996, the fiscal year end changed from May 31 to December 31.

See notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>

Schedule of Investments
December 31, 1996
- ----------------------------------------------------------------------------------------------------
The Schedule of Investments is a complete list of securities owned by the Fund on
December 31, 1996. It's divided into three main categories: common stocks, preferred
stocks, and short-term investments.  Short-term investments, which represent the Fund's
cash position are listed last.
                                                                            MARKET
ISSUER, DESCRIPTION                                    NUMBER OF SHARES     VALUE
- -------------------                                   -------------------   -------
<S>                                                          <C>             <C>
COMMON STOCKS
Finance (0.04%)
Echelon International Corp. *                                  1,833          $28,641
                                                                         ------------
Oil & Gas (12.94%)
Coastal Corp.                                                 20,000          977,500
Columbia Gas System, Inc.                                     12,500          795,313
El Paso Natural Gas Co.                                       15,000          757,500
Enron Corp.                                                   30,000        1,293,750
Equitable Resources, Inc.                                     26,000          773,500
Forcenergy, Inc.*                                             28,100        1,018,625
Global Marine, Inc.*                                          50,000        1,031,250
NGC Corp.                                                     35,100          816,075
PanEnergy Corp.                                               12,000          540,000
Tejas Gas Corp.*                                              19,000          904,875
Williams Cos., Inc. (The)                                     20,700          776,250
                                                                         ------------
                                                                            9,684,638
                                                                         ------------
Utilities (75.12%)
AGL Resources, Inc.                                           47,000          992,875
Ameritech Corp.                                                9,500          575,938
Bay State Gas Co.                                             36,800        1,039,600
Bell Atlantic Corp.                                           14,750          955,062
Boston Edison Co.                                             40,000        1,075,000
Brooklyn Union Gas Co.                                        60,000        1,807,500
Cascade Natural Gas Corp.                                     21,300          362,100
Century Telephone Enterprises                                 17,000          524,875
CMS Energy Corp.                                              65,860        2,214,542
Colonial Gas Co.                                              41,000          871,250
Connecticut Energy Corp.                                      50,000        1,062,500
Connecticut Natural Gas Corp.                                 40,000        1,020,000
Consolidated Natural Gas Co.                                  12,500          690,625
Delmarva Power & Light Co.                                    57,800        1,177,675
Eastern Enterprises                                           21,000          742,875
Energen Corp.                                                 55,000        1,663,750
Florida Progress Corp.                                        27,500          886,875
Frontier Corp.                                                35,000          791,875
GTE Corp.                                                     14,700          668,850
Houston Industries, Inc.                                      53,500        1,210,437
IPALCO Enterprises, Inc.                                      32,250          878,813
KN Energy, Inc.                                               20,000          785,000
LG&E Energy Corp.                                             39,000          955,500
Long Island Lighting Co.                                      68,000        1,504,500
MDU Resources Group, Inc.                                     41,500          954,500
MidAmerican Energy Holdings Co.                               71,800        1,139,825
National Fuel Gas Co.                                         34,600        1,427,250
National Power PLC, American Depositary
Receipts (United Kingdom)                                     25,000          846,875
New England Electric System                                   37,000        1,290,375
New Jersey Resources Corp.                                    35,000        1,023,750
NICOR, Inc.                                                   24,000          858,000
North Carolina Natural Gas Corp.                              17,000          490,875
Northwest Natural Gas Co.                                     30,500          732,000
NUI Corp.                                                     52,000        1,176,500
NYNEX Corp.                                                   30,000        1,443,750
ONEOK Inc.                                                    36,500        1,095,000
Pacific Enterprises                                           75,000        2,278,125
PacifiCorp                                                    50,000        1,025,000
People's Energy Corp.                                         28,000          948,500
Piedmont Natural Gas Co., Inc.                                35,000          818,125
Providence Energy Corp.                                       52,200          913,500
Public Service Enterprise Group, Inc.                         49,000        1,335,250
Puget Sound Power & Light Co.                                 37,000          888,000
Questar Corp.                                                 24,500          900,375
Sierra Pacific Resources                                      30,000          862,500
South Jersey Industries, Inc.                                 49,000        1,194,375
Southern Union Co.*                                           48,300        1,062,600
UGI Corp.                                                     37,500          839,063
United Cities Gas Co.                                         57,000        1,282,500
UtiliCorp United, Inc.                                        47,000        1,269,000
Washington Gas Light Co.                                      43,500          984,187
Washington Water Power Co.                                    35,000          651,875
Wicor, Inc.                                                   30,100        1,079,837
Yankee Energy System, Inc.                                    44,000          940,500
                                                                         ------------
                                                                           56,210,029
                                                                         ------------
                    TOTAL COMMON STOCKS
                     (Cost $58,801,601)                       (88.10%)     65,923,308
                                                             -------     ------------
PREFERRED STOCKS
Diversified Operations (0.96%)
El Paso Tennessee Pipeline Co.,
8.25%, Ser A                                                  14,000         $715,750
                                                                         ------------
Oil & Gas (3.60%)
Coastal Corp., $2.125, Ser H                                  67,130        1,720,206
Phillips 66 Capital I, 8.24%                                  38,500          972,125
                                                                         ------------
                                                                            2,692,331
                                                                         ------------
Utilities (5.22%)
Capita Preferred Trust, 9.06%                                 20,000          512,500
Kentucky Power, 8.72%, Ser A                                  40,000        1,015,000
MCN Michigan L.P., 9.375%, Ser A                              30,000          806,250
Minnesota Power & Light Capital I,
8.05%                                                         35,000          857,500
Sprint Corp., 8.25%                                           20,000          717,500
                                                                         ------------
                                                                            3,908,750
                                                                         ------------
                 TOTAL PREFERRED STOCKS
                      (Cost $7,231,527)                        (9.78%)      7,316,831
                                                             -------     ------------

<CAPTION>
                                                           PAR VALUE
                                              INTEREST        (000'S        MARKET
                                                  RATE       OMITTED)        VALUE
                                              --------     ---------    -------------
<S>                                             <C>          <C>           <C>
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (1.41%)
Investment in a joint repurchase
agreement transaction with
Lehman Brothers, Inc.
Dated 12-31-96,
Due 01-02-97 (Secured by
U.S. Treasury Bonds, 7.25%
thru 12.50%, due 08-15-14
thru 08-15-22) -- Note A                          6.70%       $1,054        1,054,000
                                                                         ------------
Corporate Savings Account (0.00%)
Investors Bank and Trust Company
Daily Interest Savings Account
Current Rate 4.75%                                                                457
                                                                         ------------
           TOTAL SHORT-TERM INVESTMENTS                        (1.41%)      1,054,457
                                                              -------    ------------
                      TOTAL INVESTMENTS                       (99.29%)    $74,294,596
                                                              =======    ============

* Non-income producing security.

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

See notes to financial statements.

</TABLE>


NOTES TO 
FINANCIAL STATEMENTS

John Hancock Funds - Utilities Fund

NOTE A --
ACCOUNTING POLICIES

John Hancock Capital Series (the "Trust"), is an open-end management 
investment company, registered under the Investment Company Act of 1940. 
The Trust consists of three series portfolios: John Hancock Utilities 
Fund (the "Fund"), John Hancock Independence Equity Fund and John 
Hancock Special Value Fund. Until August 30, 1996, the Fund was a series 
of John Hancock Strategic Series. On May 21, 1996, the Trustees voted to 
change the fiscal period end from May 31 to December 31. This change is 
effective December 31, 1996. The other two series of the Trust are 
reported in separate financial statements. The investment objective of 
the Fund is to seek current income and, to the extent consistent with 
that objective, growth of income and long-term growth of capital.

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

Significant policies of the Fund are as follows: 

VALUATION OF INVESTMENTS Securities in the Fund's portfolio are valued 
on the basis of market quotations, valuations provided by independent 
pricing services or, at fair value as determined in good faith in 
accordance with procedures approved by the Trustees. Short-term debt 
instruments maturing within 60 days are valued at amortized cost which 
approximates market value. All portfolio transactions initially 
expressed in terms of foreign currencies have been translated into U.S. 
dollars as described in "Foreign Currency Translation" below.

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

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the 
date of purchase, sale or maturity. Net realized gains and losses on 
sales of investments are determined on the identified cost basis. 
Capital gains realized on some foreign securities are subject to foreign 
taxes and are accrued, as applicable.

FEDERAL INCOME TAXES The Fund's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all its taxable income, 
including any net realized gain on investments, to its shareholders. 
Therefore, no federal income tax provision is required. Additionally, 
net capital losses of $759,613, attributable to securities transactions 
incurred after October 31, 1996 are treated as arising on the first day 
(January 1, 1997) of the Fund's next taxable year.

DIVIDENDS, DISTRIBUTIONS AND INTEREST Dividend income on investment 
securities is recorded on the ex-dividend date, or, in the case of some 
foreign securities, on the date thereafter when the Fund is made aware 
of the dividend. Interest income on investment securities is recorded on 
the accrual basis. Foreign income may be subject to foreign withholding 
taxes which are accrued as applicable.

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

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

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

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

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

FOREIGN CURRENCY TRANSLATION All assets or liabilities initially 
expressed in terms of foreign currencies are translated into U.S. 
dollars based on London currency exchange quotations as of 5:00 p.m., 
London time, on the date of any determination of the net asset value of 
the Fund. Transactions affecting statement of operations accounts and 
net realized gain/(loss) on investments are translated at the rates 
prevailing at the dates of the transactions.

The Fund does not isolate that portion of the results of operations 
resulting from changes in foreign exchange rates on investments from the 
fluctuations arising from changes in market prices of securities held. 
Such fluctuations are included with the net realized and unrealized gain 
or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales 
of foreign currency, currency gains or losses realized between the trade 
and settlement dates on securities transactions and the difference 
between the amounts of dividends, interest, and foreign withholding 
taxes recorded on the Fund's books and the U.S. dollar equivalent of the 
amounts actually received or paid. Net unrealized foreign exchange gains 
and losses arise from changes in the value of assets and liabilities 
other than investments in securities at fiscal year end, resulting from 
changes in the exchange rate.

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

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, on an annual basis, to the sum of (a) 0.70% of the 
first $250,000,000 of the Fund's average daily net asset value and (b) 
0.65% of the Fund's average daily net asset value in excess of 
$250,000,000.

The Adviser has agreed to limit Fund expenses , including the management 
fee (but not including the transfer agent fee and the 12b-1 fee), to 
0.50% of the Fund's average daily net assets. Accordingly, the reduction 
in the Adviser's fee amounted to $193,518 for the period ended December 
31, 1996. The Adviser reserves the right to terminate this limitation in 
the future.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly-owned subsidiary of the Adviser. For the period ended 
December 31, 1996, JH Funds received net sales charges of $109,301 with 
regard to sales of Class A shares. Out of this amount, $15,762 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $46,618 was paid as sales commissions to 
unrelated broker-dealers, and $46,921 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), 
Tucker Anthony, Incorporated ("Tucker Anthony") and Sutro & Co., Inc. 
("Sutro"), all of which are broker-dealers. The Adviser's indirect 
parent, John Hancock Mutual Life Insurance Company ("JHMLICo"), is the 
indirect sole shareholder of Distributors and was the indirect sole 
shareholder until November 29, 1996 of John Hancock Freedom Securities 
Corporation and its subsidiaries, which include Tucker Anthony and 
Sutro.

Class B shares which are redeemed within six years of purchase are 
subject to a contingent deferred sales charge ("CDSC") at declining 
rates beginning at 5.00% of the lesser of the current market value at 
the time of redemption or the original purchase cost of the shares being 
redeemed. Proceeds from the CDSC are paid to JH Funds and are used in 
whole or in part to defray its expenses for providing distribution 
related services to the Fund in connection with the sale of Class B 
shares. For the period ended December 31, 1996, the contingent deferred 
sales charges received by JH Funds amounted to $111,759.

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

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

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

Mr. Edward J. Boudreau, Jr. , Mr.Richard S. Scipione and Ms. Anne C. 
Hodsdon are directors and officers of the Adviser, and its affiliates, 
as well as Trustees of the Fund. The compensation of unaffiliated 
Trustees is borne by the Fund. Effective with the fees paid for 1995, 
the unaffiliated Trustees may elect to defer for tax purposes their 
receipt of this compensation under the John Hancock Group of Funds 
Deferred Compensation Plan. The Fund makes investments into other John 
Hancock funds, as applicable, to cover its liability for the deferred 
compensation. Investments to cover the Fund's deferred compensation 
liability are recorded on the Fund's books as an other asset. The 
deferred compensation liability and the related other asset are always 
equal and are marked to market on a periodic basis to reflect any income 
earned by the investment as well as any unrealized gains or losses. At 
December 31, 1996, the Fund's investments to cover the defined 
compensation liability had unrealized appreciation of $161.

NOTE C -- 
INVESTMENT TRANSACTIONS 

Purchases and proceeds from sales of securities, other then obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended December 31, 1996, aggregated $34,620,599 and 
$33,419,420 respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended December 31, 1996.

The cost of investments owned at December 31, 1996 for Federal income 
tax purposes was $67,111,328. Gross unrealized appreciation and 
depreciation of investments aggregated $8,174,845 and $992,034, 
respectively, resulting in net unrealized appreciation of $7,182,811.

NOTE D --
RECLASSIFICATION OF ACCOUNTS

During the period ended December 31, 1996, the Fund has reclassified 
amounts to reflect an increase in accumulated net realized gain on 
investments of $4,744, an increase in distributions in excess of net 
investment income of $1,796 and a decrease in capital paid-in of $2,948.  
This represents the amount necessary to report these balances on a tax 
basis, excluding certain temporary differences, as of December 31, 1996. 
Additional adjustments may be needed in subsequent reporting periods. 
These reclassifications, which have no impact on the net asset value of 
the Fund, are primarily attributable to certain differences in the 
computation of distributable income and capital gains under federal tax 
rules versus generally accepted accounting principles. The calculation 
of net investment income per share in the financial highlights excludes 
these adjustments.


REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of John Hancock Utilities Fund 
and the Trustees of John Hancock Capital Series

In our opinion, the accompanying statement of assets and liabilities, 
including the schedule of investments, and the related statements of 
operations and of changes in net assets and the financial highlights 
present fairly, in all material respects, the financial position of John 
Hancock Utilities Fund (the "Fund") (a series of John Hancock Capital 
Series) at December 31, 1996, and the results of its operations, the 
changes in its net assets and the financial highlights for the periods 
indicated, in conformity with generally accepted accounting principles. 
These financial statements and financial highlights (hereafter referred 
to as "financial statements") are the responsibility of the Fund's 
management; our responsibility is to express an opinion on these 
financial statements based on our audits. We conducted our audits of 
these financial statements in accordance with generally accepted 
auditing standards which require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and the significant 
estimates made by management, and evaluating the overall financial 
statement presentation. We believe that our audits, which included 
confirmation of securities at December 31, 1996 by correspondence with 
the custodian, provide a reasonable basis for the opinion expressed 
above.


Price Waterhouse, LLP
Boston, Massachusetts
February 7, 1997

TAX INFORMATION NOTICE (UNAUDITED)

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

The Fund designated a distribution to shareholders of $2,827,636 as 
long-term capital gain dividends. Shareholders were mailed a 1996 U.S. 
Treasury Department form 1099-DIV in January 1997 representing their 
proportionate share.

U.S. Government Obligations: Income from these investments may be exempt 
from certain state and local taxes. The Fund did not have any assets 
invested in U.S. Treasury bonds, bills and notes at year end. The 
percentage of income derived from U.S. Treasury bonds, bills and notes 
was 0.52%. The Fund did not have any assets invested in obligations of 
other U.S. government agencies (excluding securities issued by Federal 
National Mortgage Association and Government National Mortgage 
Association) at year end. The percentage of income derived from these 
investments was 0.29%. For specific information on exemption provisions 
in your state, consult your local state tax office or your tax adviser.

With respect to the Fund's ordinary taxable income for the fiscal year 
ended December 31, 1996, 54.65% qualifies for the dividends received 
deduction available to corporations.


SHAREHOLDER MEETING (UNAUDITED)

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

The shareholders approved an Agreement and Plan of Reorganization for 
the Fund. The shareholder votes were 3,573,403 FOR, 90,454 AGAINST and 
364,954 ABSTAINING.

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

NAME OF TRUSTEE                  FOR                      WITHHELD
- ----------------     --------------------------     --------------------
Dennis S. Aronowitz           4,740,358                    84,034
Edward J. Boudreau, Jr.       4,739,708                    84,685
Richard P. Chapman, Jr.       4,740,358                    84,034
William J. Cosgrove           4,740,358                    84,034
Douglas M. Costle             4,739,565                    84,828
Leland O. Erdahl              4,740,048                    84,344
Richard A. Farrell            4,740,358                    84,034
Gail D. Fosler                4,740,358                    84,034
William F. Glavin             4,739,953                    84,440
Anne C. Hodsdon               4,739,708                    84,685
Dr. John A. Moore             4,739,306                    85,086
Patti McGill Peterson         4,738,249                    86,143
John W. Pratt                 4,740,358                    84,034
Richard S. Scipione           4,739,786                    84,607
Edward J. Spellman            4,740,358                    84,034


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

101 Huntington Avenue, Boston, MA 02199-7603


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

A recycled logo in lower left hand corner with the caption "Printed on 
Recycled Paper."              4100A   12/96
                                       2/97




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