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[logo] JOHN HANCOCK FUNDS
A Global Investment Management Firm
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John Hancock Advisers, Inc.
November 2, 1995
United States Securities and Exchange Commission
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, Virginia. 22312-2413
Re: Rule 24f-2 Notice for
John Hancock Capital Growth Fund
Registration No. 2-89338
811-03961
Account No. 0000740916
CIK: 740916
Dear Gentlemen:
The purpose of this letter is to notify the Commission within two (2) months of
the end of the Registrant's Fiscal Year of the number of Registrant's
shares sold during the last fiscal year which are to be registered pursuant to
Rule 24f-2 and to pay the appropriate registration fee.
The information required by the above referenced rule is as follows:
Fiscal Year: January 1, 1995 to September 15, 1995 *
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
Beginning of Fiscal Year: 0
Number of Shares registered
During Fiscal Year other than
Pursuant to Rule 24f-2: 0
Number of Shares Sold During
Fiscal Year: 2,900,924
Number of Shares Sold During
Fiscal Year Pursuant to
Rule 24f-2: 2,900,924
* On September 15, 1995, John Hancock Capital Growth Fund merged into John
Hancock Growth Fund, a portfolio of John Hancock Capital Series.
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United States Securities and Exchange Commission
John Hancock Capital Growth Fund
November 1, 1995
Page Two
Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the Securities, the Registration of which the
notice makes definite in number, were legally issued, fully paid and
non-assessable by the Registrant.
In accordance with subsection (c) of Rule 24f-2, no registration fee for John
Hancock Capital Growth Fund is due. The fee computation is based on the
following:
(1) Aggregate Sales Price of Shares
Sold During the
Fiscal Year in Reliance Upon
the 24f-2 Declaration (Based
on aggregate sale price for
all shares sold of $34,636,570 less
aggregate sale price of shares
registered pursuant to Rule 24e-2
of None) $34,636,570
Reduced By
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year and, (140,113,505)
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to Rule
24e-2 (a) Filings Made Pursuant
to Section 24(e)(1) of Investment
Company Act of 1940 $0
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Net sales applicable for fee $0
Computation of fee /2900
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Fee NO FEE DUE
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United States Securities and Exchange Commission
John Hancock Capital Growth Fund
November 1, 1995
Page Three
Any questions regarding this matter should be addressed to William H. King,
Associate Treasurer, John Hancock Advisers, Inc., 101 Huntington Avenue,
8th floor, Boston, MA 02199-7603, (617) 375-1668.
Very truly yours,
/s/ William H. King
William H. King
Associate Treasurer
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[logo] JOHN HANCOCK FUNDS
A Global Investment Management Firm
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101 Huntington Avenue
Boston, Massachusetts 02199-7603
John Hancock Advisers, Inc.
November 2, 1995
John Hancock Capital Growth Fund
101 Huntington Avenue
Boston, MA 02199
Re: Rule 24f-2 Notice for John Hancock Capital Growth Fund
(File Nos. 2-89338; 811-03961) (0000740916)
Ladies and Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933 of 2,900,924 shares of the John Hancock
Capital Growth Fund (the "Fund") sold in reliance upon said Rule 24f-2 during
the fiscal year ended September 15, 1995, it is the opinion of the undersigned
that such shares were legally issued, fully paid and nonassessable.
In connection with this opinion it should be noted that the Fund is an entity
of the type generally known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Fund. However, the Fund's
Declaration of Trust disclaims shareholder liability for obligations of the
Fund and indemnifies any shareholder of the Fund, with such indemnification to
be paid solely out of the assets of the Fund. Therefore, the shareholder's
risk is limited to circumstances in which the assets of the Fund are
insufficient to meet the obligations asserted against such assets.
Sincerely,
JOHN HANCOCK ADVISERS, INC.
/s/ Alfred P. Ouellette
Alfred P. Ouellette
Assistant Secretary
Member of Massachusetts and New Hampshire Bars
- --------------------------------------------------------------- John Hancock
John Hancock Advisers, Inc. - John Hancock Funds, Inc.* - Financial Services
John Hancock Investor Services Corporation - The Patriot
Group, Inc. - John Hancock Advisers International, Ltd. -
NM Capital Management, Inc. - Sovereign Asset Management Corporation
*Member of National Association of Securities Dealers, Inc.
