JOHN HANCOCK INVESTMENT TRUST II
N-30D, 1998-12-30
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                        John Hancock Funds

                             SPECIAL
                            VALUE FUND

                          ANNUAL REPORT

                        OCTOBER 31, 1998


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 and Chief Operating Officer
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
Vice President and Compliance Officer

CUSTODIAN

Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

TRANSFER AGENT

John Hancock Signature Services, Inc.
1 John Hancock Way, Suite 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 02109-1803

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116



CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

An often-used analogy for stock market performance over the short term 
is a roller coaster. That is because, while long-term history suggests 
the market's general direction is up, its swings over the short term can 
be dramatic and, at times, violent. This year, the market has given us 
several stark examples of this phenomenon. From the new highs set in 
mid-July, the major indices plunged by 19% through the end of August. It 
was the worst such fall since 1990. For the first time in a number of 
years, some bonds and bond mutual funds outperformed stocks and stock 
mutual funds. Seeking safety in a world of global economic 
uncertainties, investors everywhere converged on U.S. Treasury bonds and 
pushed their yields to historic lows.

Then in early October, the market staged a remarkable rebound that was 
sparked by the Federal Reserve's two cuts in interest rates. The major 
indices regained all their previously lost ground and the S&P 500 Stock 
Index ended October actually up by 15% year-to-date.

Investors have been understandably shaken by these dramatic twists and 
turns, but we are pleased to report that most individual investors did 
not panic, and we hope that means they've taken our words to heart. Over 
the long term, markets do not move up or down in a straight line. That's 
why after watching the market charge ahead almost uninterrupted for so 
many years, we have been striking a more cautionary stance in this space 
over the last several months.

Analysts are still pondering the implications of global turmoil and the 
potential for slower U.S. economic and corporate earnings growth. While 
we don't make a practice of opining on what the market will do next, we 
continue to believe it would be wise for investors to set more realistic 
expectations. Over the long term, the market's historical results have 
been more in the 10% per year range, which is still a solid result, 
considering it has been produced despite wars, depressions and other 
social upheavals along the way.

There is no doubt, however, that the market's heightened volatility and 
recent dramatic moves have been cause for concern. In these uncertain 
times, it becomes even harder to remember to "stay the course" and stick 
to your long-term investment plan. But this remains the essential tenet 
of successful investing. Now could also be a good time to review your 
asset allocation with your investment professional, keeping in mind that 
the last six months' divergence in performance of stocks and high-
quality bonds is a perfect example of why all your eggs shouldn't be in 
one basket. 

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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

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



BY TIMOTHY E. KEEFE, CFA, PORTFOLIO MANAGER

John Hancock 
Special Value Fund

Small-company stock debacle ends, comeback begins


A 3" x 2" photo at bottom right side of page of John Hancock Special 
Value Fund's management team. Caption below reads "Fund management team 
members (l-r): "Tim Keefe, Tim Quinlisk and Lisa Welch."


Shareholders recently voted to move John Hancock Special Value Fund 
from the growth and income prospectus to the growth prospectus. This 
decision shifted the Fund's fiscal year end from December 31 to October 
31. What follows is a discussion of the Fund's performance and strategy 
during the 12 months ended October 31, 1998. 

Once again, small-company stocks have taken investors on a wild ride. A 
year ago, Asia's financial troubles undermined investor confidence in 
emerging markets worldwide. As fears grew that these problems would 
eventually hurt U.S. stocks, investors began seeking safety. Many left 
small-company stocks for large-company names with predictable earnings 
growth. Volatility increased throughout the spring and into the summer, 
as corporate earnings growth slowed and Asia's problems dragged on. With 
news during the summer of Russia's financial woes, the stock market 
began to head south. From mid-July through early October, the Standard & 
Poor's 500 Stock Index lost 22% of its value, while the Russell 2000 
Index -- a benchmark for small-company stocks -- tumbled 34%. The 
Federal Reserve's decision to cut short-term interest rates in late 
September and again in mid-October finally reversed the market's 
downward trend. As investors returned to small-company stocks, the 
Russell 2000 rebounded an astounding 22% during the last three weeks of 
October. 

"...small-
company 
stocks 
have taken 
investors on 
a wild ride."

Performance review

Despite this late rally, most small-company stocks -- regardless of 
their growth prospects -- posted disappointing results for the year 
ended October 31, 1998. While the S&P 500 -- which focuses on the stocks 
of larger companies -- managed to advance 21.99% for the 12 months, the 
Russell 2000 Index lost ground, returning -11.63%. Over the same period, 
the average small-cap fund returned -13.76%, according to Lipper 
Analytical Services, Inc.1 John Hancock Special Value Fund's Class A and 
Class B shares turned in -15.00% and -15.54% returns, respectively, at 
net asset value. The Fund's Class C shares, which were introduced on May 
1, 1998, returned -20.01% at net asset value from inception through the 
end of October. Keep in mind that your net asset value return will 
differ from these performance figures if you were not invested in the 
Fund for the entire period and did not reinvest all distributions. 
Historical performance information can be found on pages six and seven.


Table at top left hand column entitled "Top Five Common Stock Holdings." The 
first listing is Nielsen Media Research 7.8%, the second is Data General 
Corp. 5.2%, the third is Commonwealth Telephone Enterprises 4.8%, the fourth 
is Executive Risk 4.5% and the fifth is Calpine Corp. 4.2%. A note below the 
table reads "As a percentage of net assets on October 31, 1998."


"...we bought 
or added to 
our shares 
of great 
companies 
that were 
selling at 
attractive 
prices."


Many of the Fund's stock selections fell in tandem with the market, but 
some took even harder hits. We had a sizable stake in subprime lenders --
 -- mortgage companies like ContiFinancial, which we sold, and FIRSTPLUS 
Financial Group that specialize in making loans to individuals who may 
not fully meet standard credit requirements. Their stock prices and 
earnings suffered as falling interest rates prompted homeowners to 
prepay their mortgages and refinance at lower rates. We also had 
problems in the oil sector, particularly with Triton Energy -- an 
exploration and production company with fields in emerging markets. Weak 
oil prices and Asian concerns hurt the company, which was for sale in 
the midst of the small-cap drubbing. We held on, believing that the 
company has good prospects and assets worth more than the current stock 
price reflects. 


Table at bottom of left hand column entitled "Scorecard". The header for 
the left column is "Investment process" and the header for the right column 
is "Recent Performance...and What's Behind the Numbers". The first listing 
is Nielsen Media Research followed by an up arrow with the phrase "Monopoly 
position in high-return business." The second listing is Triton Energy 
followed by a down arrow with the phrase "Asian fears, weak oil prices." The 
third listing is FIRSTPLUS Financial Group followed by a down arrow with the 
phrase "Falling interest rates, higher costs." A note below the table reads 
"See 'Schedule of Investments.' Investment holdings are subject to change."


During the market rout, several other stocks also hurt relative 
performance. Low interest rates slowed earnings at AmerUs Life Holdings, 
a life insurance company with a significant fixed-annuity business. And 
Oak Industries, along with telecommunications and cable equipment 
providers, got hammered despite its strong prospects. Finally, card 
company Gibson Greetings took a big tumble during the third quarter as 
investors overreacted to news of temporary manufacturing problems. 

Upgrades to portfolio 

Our strategy over the period, especially since June, was to take 
advantage of the devastation in small-company stocks to upgrade the 
portfolio. We sold some names whose growth prospects were not as strong 
as we would have liked. And we bought or added to our shares of great 
companies that were selling at attractive prices. Our new purchases 
included Nielsen Media Research, now our largest investment. We like 
Nielsen, which specializes in television research, because it dominates 
what is a high-return business. It also has a history of high earnings, 
strong cash flows, and management with a sizable ownership stake. We 
began buying the stock in early July, following a spinoff from its 
parent company that depressed Nielsen's price. Between the time we were 
building our stake and October 31, the stock rose 30%. During the market 
downturn, we were also able to buy shares of Executive Risk, which 
provides directors and officers insurance. The company has a great 
management team with a high ownership interest that has historically 
delivered good returns. As investors overreacted over the summer to 
potential liability issues related to the year 2000, the stock price 
sank. We began buying in late August, shortly before the stock hit 
bottom. Since then it has climbed 11%.


Bar chart at top of left hand column with heading "Fund Performance". Under 
the heading is a note that reads "For the year ended October 31, 1998." The 
chart is scaled in increments of 5% with -25% at the bottom and 0% at the 
top. The first bar represents the -15.00% total return for John Hancock 
Special Value Fund Class A. The second bar represents the -15.54% total 
return for John Hancock Special Value Fund Class B. The third bar represents 
the -20.01% total return for John Hancock Special Value Fund Class C*. The 
fourth bar represents the -13.76% total return for the Average small cap fund. 
A note below the chart reads "Total returns for John Hancock Special Value 
Fund are at net asset value with all distributions reinvested. The average 
small-cap fund is tracked by Lipper Analytical Services, Inc. See the 
following two pages for historical performance information. A footnote below 
the chart reads "From inception May 1, 1998 through October 31, 1998."


Among the investments we added to were Data General and Millipore. Data 
General is a hardware company that has invested heavily to develop the 
next generation of data storage devices. This spending temporarily hurt 
the company's earnings and stock price. We used the opportunity to build 
our position, believing that there's a huge market for the new product. 
The stock has since climbed 36%. We also increased our stake in 
Millipore, a leader in micro-filtration products, as earnings slowed due 
to weakness in the micro-electronics industry. The company's prospects 
remain strong, however, with roughly 70% of revenues coming from other 
markets. We expect the stock price to come back as investors recognize 
Millipore's valuable franchise. 


Reasons for optimism 

Going forward, we're cautiously optimistic. While the market will most 
likely remain volatile, we believe small-company stocks have hit bottom. 
Moreover, we expect the rally to continue, given how compelling these 
stocks are relative to large-company names. Historically, small-company 
stocks have had higher earnings growth rates than large-company stocks. 
Even after the October rally, their valuations -- stock prices compared 
to earnings and other measures -- are well below historical norms and 
cheaper than large-company stocks. In addition, small-company stock 
prices already reflect the possibility of an economic slowdown. That 
means if we do have a slowdown, we believe these stocks should do okay. 
If the economy continues to grow at a healthy pace, they'll do even better.
Whatever happens, our strategy will be the same. We'll continue to look 
for strong businesses with attractive valuations that we can invest in for
the long term. 

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. 

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

"...we 
believe 
small-
company 
stocks 
have hit 
bottom."



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 measures the change in value of an investment from the 
beginning to the end of a period, assuming all distributions were 
reinvested. 

For Class A shares, total return figures include a maximum applicable 
sales charge of 5%. Class B performance reflects a maximum contingent 
deferred sales charge (maximum 5% and declining to 0% over six years). 
Class C performance includes a contingent deferred sales charge (1% 
declining to 0% after one year).

All figures represent past performance and are no guarantee of future 
results. 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 read your prospectus carefully before you invest or 
send money.


CLASS A
For the period ended September 30, 1998

                                                            SINCE
                                        ONE               INCEPTION
                                        YEAR               (1/3/94) 
                                      --------            --------
Cumulative Total Returns              (28.98%)              40.49%
Average Annual Total Returns(1)       (28.98%)               7.44%

CLASS B
For the period ended September 30, 1998

                                                            SINCE
                                        ONE               INCEPTION
                                        YEAR               (1/3/94) 
                                      --------            --------
Cumulative Total Returns              (29.36%)              40.90%
Average Annual Total Returns(1)       (29.36%)               7.50%

CLASS C
For the period ended September 30, 1998

                                                            SINCE
                                                          INCEPTION
                                                           (5/1/98)
                                                           --------
Cumulative Total Return                                    (27.54%)
Average Annual Total Return(1)                             (27.54%)(2)

Notes to Performance

(1) Since its inception in 1994, the Adviser has voluntarily undertaken 
    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 net 
    asset value. This was done in order to reduce costs borne by a 
    limited shareholder base while the Fund was still in its infancy. 
    Without the limitation of expenses, the average annual total returns 
    for the one-year period and since inception for Class A shares would 
    have been (29.58%) and 6.05%, respectively. The average annual total 
    returns for the one-year period and the since inception for Class B 
    shares would have been (29.96%) and 6.11%, respectively. The average 
    annual total returns since inception for Class C shares would have 
    been (27.79%). Today, total net assets exceed $50 million. As a 
    result, effective March 1, 1999, the Adviser will remove the subsidy 
    on all share classes of the Special Value Fund.

(2) Not annualized.



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, assuming all distributions 
were reinvested for the period indicated. For comparison, we've shown 
the same $10,000 investment in the Russell 2000 Index, which is an 
unmanaged small-cap index composed of 2,000 U.S. stocks. Past 
performance is not indicative of future results.


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 
hypothetical $10,000 investment made in the Special Equities Fund on January 
3, 1994, before sales charge, and is equal to $16,167 as of October 31, 1998. 
The second line represents the value of the Russell 2000 Index and is equal 
to 15,676 as of October 31, 1998. The third line represents the value of the 
same hypothetical investment made in the Special Value Fund, after sales 
charge, and is equal to $15,354 as of October 31, 1998. 

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 Russell 2000 
Index and is equal to $15,676 as of October 31, 1998. The second line 
represents the value of the hypothetical $10,000 investment made in the 
Special Value Fund on January 1, 1994, before sales charge, and is equal to 
$15,617 as of October 31, 1998. The third line represents the value of the 
same investment made in the Special Value Fund, after sales charge, and is 
equal to $15,417 as of October 31, 1998.

Line chart with the heading Special Value Fund Class C, 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 Special Value Fund 
on May 1, 1998, before sales charge, and is equal to $7,999 as of October 31, 
1998. The second line represents the value of the same hypothetical 
investment made in the Special Value Fund, after sales charge, and is equal 
to $7,880 as of October 31, 1998. The third line represents the Russell 2000 
Index and is equal to $7,880 as of October 31, 1998.



FINANCIAL STATEMENTS 

Statement of Assets and Liabilities
October 31, 1998
- ----------------------------------------------------------------------
Assets:
Investments at value - Note C:
Common stocks (cost - $52,497,164)                         $49,948,689
Preferred stocks (cost - $1,911,433)                         2,509,540
Joint repurchase agreement (cost - $1,211,000)               1,211,000
Corporate savings account                                          331
                                                          ------------
                                                            53,669,560
Receivable for shares sold                                      50,116
Dividends receivable                                            31,497
Interest receivable                                                366
Receivable from John Hancock Advisers, Inc. - Note B            32,530
Deferred organization expense - Note A                           3,962
Other assets                                                     1,412
                                                          ------------
Total Assets                                                53,789,443
- ----------------------------------------------------------------------
Liabilities:
Payable for investments purchased                              164,550
Payable for shares repurchased                                   4,393
Accounts payable and accrued expenses                           33,093
                                                          ------------
Total Liabilities                                              202,036
- ----------------------------------------------------------------------
Net Assets:
Capital paid-in                                             55,111,574
Accumulated net realized gain on investments and 
foreign currency transactions                                  427,030
Net unrealized depreciation of investments                  (1,950,260)
Accumulated net investment loss                                   (937) 
                                                          ------------
Net Assets                                                 $53,587,407
======================================================================
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 - $22,528,272/2,081,374                                 $10.82
======================================================================
Class B - $30,637,149/2,860,298                                 $10.71
======================================================================
Class C* - $421,986/39,398                                      $10.71
======================================================================
Maximum Offering Price Per Share**
Class A - ($10.82 x 105.26%)                                    $11.39
======================================================================

 * Class C shares commenced operations on May 1, 1998.

** 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 October 31, 
1998. 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>
<CAPTION>

Statement of Operations
- ------------------------------------------------------------------------------------------------------------------
                                                                                 YEAR ENDED         PERIOD FROM
                                                                                 DECEMBER 31,    JANUARY 1, 1998 TO
                                                                                    1997        OCTOBER 31, 1998(1)
                                                                                ------------   -------------------
<S>                                                                             <C>               <C>
Investment Income:
Dividends (net of foreign withholding tax of $4,357 and $1,554, respectively)    $515,479                 $540,968
Interest                                                                          127,132                   98,649
                                                                             ------------             ------------
                                                                                  642,611                  639,617
                                                                             ------------             ------------

Expenses:
Investment management fee - Note B                                                308,999                  355,721
Distribution and service fee - Note B
Class A                                                                            52,844                   60,034
Class B                                                                           265,281                  307,140
Class C                                                                                --                      918
Transfer agent fee - Note B                                                       128,930                  157,627
Custodian fee                                                                      45,089                   37,548
Registration and filing fees                                                       26,433                   61,326
Organization expense - Note A                                                      22,561                   18,790
Auditing fee                                                                       12,300                   13,059
Printing                                                                           11,171                   13,220
Financial services fee - Note B                                                     7,999                    8,374
Trustees' fees                                                                      3,026                    3,129
Miscellaneous                                                                       1,661                    2,158
Legal fees                                                                            505                      624
                                                                             ------------             ------------
Total Expenses                                                                    886,799                1,039,668
- ------------------------------------------------------------------------------------------------------------------
Less Expense Reductions - Note B                                                 (263,172)                (310,516) 
- ------------------------------------------------------------------------------------------------------------------
Net Expenses                                                                      623,627                  729,152
- ------------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss)                                                       18,984                  (89,535) 
- ------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain on investments sold                                           2,743,998                  852,402
Net realized gain (loss) on foreign currency transactions                            (733)                   3,002
Change in net unrealized appreciation/depreciation of investments               5,495,186               (9,103,105) 
                                                                             ------------             ------------
Net Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency Transactions                                8,238,451               (8,247,701) 
- ------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Assets
Resulting from Operations                                                      $8,257,435              ($8,337,236)
                                                                             ============             ============

(1) Effective October 31, 1998, the fiscal year end changed from December 31 to October 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 both periods stated.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERIOD FROM
                                                                        YEAR ENDED DECEMBER 31,        JANUARY 1, 1998 TO
                                                                ------------------------------------   OCTOBER 31, 1998(1)
                                                                    1996                      1997    --------------------
                                                                ------------            ------------
<S>                                                                <C>                      <C>                    <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss)                                       $312,838                  $18,984              ($89,535)
Net realized gain on investments sold and foreign currency 
transactions                                                      4,332,628                2,743,265               855,404
Change in net unrealized appreciation/depreciation of investments  (652,765)               5,495,186            (9,103,105)
                                                               ------------             ------------          ------------

     Net Increase (Decrease) in Net Assets Resulting from 
     Operations                                                   3,992,701                8,257,435            (8,337,236) 
                                                               ------------             ------------          ------------
Distributions to Shareholders:
Distributions from net investment income
     Class A - ($0.1419, $0.0321 and none per share, 
     respectively)                                                 (190,450)                 (45,691)                   --
     Class B - ($0.0658, none and none per share, respectively)    (122,533)                      --                    --
Distributions from net realized gain on investments sold
     Class A - ($1.2413, $0.6043 and none per share, 
     respectively)                                               (1,697,467)                (969,735)                   --
     Class B - ($1.2413, $0.6043 and none per share, 
     respectively)                                               (2,382,887)              (1,638,314)                   --
                                                               ------------             ------------          ------------
Total Distributions to Shareholders                              (4,393,337)              (2,653,740)                   --
                                                               ------------             ------------          ------------

From Fund Share Transactions - Net: *                             8,511,666               12,440,562             5,930,620
                                                               ------------             ------------          ------------
Net Assets:
Beginning of period                                              29,838,736               37,949,766            55,994,023
                                                               ------------             ------------          ------------
End of period (including distributions in excess of net 
investment income of $521 and $855 and accumulated net 
investment loss of $937, respectively)                          $37,949,766              $55,994,023           $53,587,407
                                                               ============             ============          ============

* Analysis of Fund Share Transactions:



<CAPTION>

                                                                                                       PERIOD FROM
                                                 YEAR ENDED DECEMBER 31,                           JANUARY 1, 1998 TO
                               -----------------------------------------------------------         OCTOBER 31, 1998(1)
                                          1996                           1997                   -----------------------
                               ---------------------------    ---------------------------
                                  SHARES         AMOUNT          SHARES         AMOUNT             SHARES       AMOUNT
                               ------------   ------------    ------------   ------------       -----------  ----------
<S>                             <C>          <C>                <C>         <C>                 <C>         <C> 
CLASS A
Shares sold                      949,766      $10,398,879        912,881     $11,525,980           982,861   $12,094,429
Shares reinvested                175,933        1,796,295         80,006         955,849                --            --
                            ------------     ------------   ------------    ------------      ------------ -------------
                               1,125,699       12,195,174        992,887      12,481,829           982,861    12,094,429
Less shares repurchased         (825,851)      (8,997,914)      (820,449)     (9,680,373)         (610,415)   (7,195,525) 
                            ------------     ------------   ------------    ------------      ------------ -------------
Net increase                     299,848       $3,197,260        172,438      $2,801,456           372,446    $4,898,904
                            ============     ============   ============    ============      ============ =============

CLASS B
Shares sold                      716,837       $7,786,094      1,324,877     $16,869,969         1,152,839   $14,077,224
Shares reinvested                206,399        2,101,655        116,538       1,394,961                --            --
                            ------------     ------------   ------------    ------------      ------------ -------------
                                 923,236        9,887,749      1,441,415      18,264,930         1,152,839    14,077,224
Less shares repurchased         (417,470)      (4,573,343)      (714,300)     (8,625,824)       (1,161,942)  (13,479,970) 
                            ------------     ------------   ------------    ------------      ------------ -------------
Net increase (decrease)          505,766       $5,314,406        727,115      $9,639,106            (9,103)     $597,254
                            ============     ============   ============    ============      ============ =============

CLASS C**
Shares sold                           --               --             --              --            39,476      $435,230
Less shares repurchased               --               --             --              --               (78)         (768) 
                            ------------     ------------   ------------    ------------      ------------ -------------
Net increase                          --               --             --              --            39,398      $434,462
                            ============     ============   ============    ============      ============ =============

 ** Class C shares commenced operations on May 1, 1998.
(1) Effective October 31, 1998, the fiscal year end changed from December 31 to October 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 during the last three periods, along 
with the corresponding dollar value.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Financial Highlights

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

                                                               YEAR ENDED DECEMBER 31,                       PERIOD FROM
                                               ---------------------------------------------------     JANUARY 1, 1998 TO
                                                 1994(1)        1995         1996            1997      OCTOBER 31, 1998(8)
                                               ----------    ----------   ----------    ----------  ----------------------
<S>                                             <C>           <C>          <C>            <C>                  <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period             $8.50            $8.99          $10.39           $10.32           $12.27
                                          ------------     ------------    ------------     ------------     ------------
Net Investment Income (2)                         0.18             0.21            0.14             0.06             0.02
Net Realized and Unrealized Gain (Loss) 
on Investments                                    0.48             1.60            1.17             2.52            (1.47) 
                                          ------------     ------------    ------------     ------------     ------------
       Total from Investment Operations           0.66             1.81            1.31             2.58            (1.45) 
                                          ------------     ------------    ------------     ------------     ------------
Less Distributions:
     Dividends from Net Investment Income        (0.17)           (0.20)          (0.14)           (0.03)              --
     Distributions from Net Realized Gain 
     on Investments Sold                            --            (0.21)          (1.24)           (0.60)              --
                                          ------------     ------------    ------------     ------------     ------------
       Total Distributions                       (0.17)           (0.41)          (1.38)           (0.63)              --
                                          ------------     ------------    ------------     ------------     ------------
Net Asset Value, End of Period                   $8.99           $10.39          $10.32           $12.27           $10.82
                                          ============     ============    ============     ============     ============

Total Investment Return at Net Asset 
Value (3)                                         7.81%(4)        20.26%          12.91%           25.25%          (11.82%)(4)
Total Adjusted Investment Return at Net 
Asset Value (3,5)                                 7.30%(4)        19.39%          12.20%           24.65%          (12.33%)(4)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)         $4,420          $12,845         $15,853          $20,961          $22,528
Ratio of Expenses to Average Net Assets           0.99%(7)         0.98%           0.99%            0.99%            1.01%(7)
Ratio of Adjusted Expenses to Average 
Net Assets (6)                                    4.98%(7)         1.85%           1.70%            1.59%            1.62%(7)
Ratio of Net Investment Income to Average 
Net Assets                                        2.10%(7)         2.04%           1.31%            0.47%            0.25%(7)
Ratio of Adjusted Net Investment Income 
(Loss) to Average Net Assets (6)                 (1.89%)(7)        1.17%           0.60%           (0.13%)          (0.36%)(7)
Portfolio Turnover Rate                            0.3%               9%             72%             140%              69%
Fee Reduction Per Share (2)                      $0.34            $0.09           $0.08            $0.07            $0.06

CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period             $8.50            $9.00          $10.38           $10.31           $12.21
                                          ------------     ------------    ------------     ------------     ------------
Net Investment Income (Loss)(2)                   0.13             0.12            0.07            (0.03)           (0.04)
Net Realized and Unrealized Gain (Loss) 
on Investments                                    0.48             1.59            1.17             2.53            (1.46) 
                                          ------------     ------------    ------------     ------------     ------------
       Total from Investment Operations           0.61             1.71            1.24             2.50            (1.50) 
                                          ------------     ------------    ------------     ------------     ------------
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)           (0.60)              --
                                          ------------     ------------    ------------     ------------     ------------
       Total Distributions                       (0.11)           (0.33)          (1.31)           (0.60)              --
                                          ------------     ------------    ------------     ------------     ------------
Net Asset Value, End of Period                   $9.00           $10.38          $10.31           $12.21           $10.71
                                          ============     ============    ============     ============     ============
Total Investment Return at Net Asset 
Value(3)                                          7.15%(4)        19.11%          12.14%           24.41%          (12.29%)(4)
Total Adjusted Investment Return at Net 
Asset Value(3,5)                                  6.64%(4)        18.24%          11.43%           23.81%          (12.80%)(4)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)         $3,296          $16,994         $22,097          $35,033          $30,637
Ratio of Expenses to Average Net Assets           1.72%(7)         1.73%           1.69%            1.69%            1.71%(7)
Ratio of Adjusted Expenses to Average 
Net Assets(6)                                     5.71%(7)         2.60%           2.40%            2.29%            2.32%(7)
Ratio of Net Investment Income (Loss) 
to Average Net Assets                             1.53%(7)         1.21%           0.62%           (0.24%)          (0.45%)(7)
Ratio of Adjusted Net Investment Income 
(Loss) to Average Net Assets(6)                  (2.46%)(7)        0.34%          (0.09%)          (0.84%)          (1.06%)(7)
Portfolio Turnover Rate                            0.3%               9%             72%             140%              69%
Fee Reduction Per Share(2)                       $0.34            $0.09           $0.08            $0.07            $0.06

See notes to financial statements.



<CAPTION>

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

                                                                                                                 PERIOD
                                                                                                            FROM MAY 1, 1998
                                                                                                           (COMMENCEMENT OF
                                                                                                             OPERATIONS) TO
                                                                                                           OCTOBER 31, 1998
                                                                                                           -----------------
<S>                                                                                                <C>
CLASS C
Per Share Operating Performance
Net Asset Value, Beginning of Period                                                                              $13.39
                                                                                                            ------------
Net Investment Loss(2)                                                                                             (0.03)
Net Realized and Unrealized Loss on Investments                                                                    (2.65) 
                                                                                                            ------------
       Total from Investment Operations                                                                            (2.68) 
                                                                                                            ------------
Net Asset Value, End of Period                                                                                    $10.71
                                                                                                            ============
Total Investment Return at Net Asset Value(3)                                                                     (20.01%)(4)
Total Adjusted Investment Return at Net Asset Value(3,5)                                                          (20.32%)(4)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)                                                                             $422
Ratio of Expenses to Average Net Assets                                                                             1.71%(7)
Ratio of Adjusted Expenses to Average Net Assets(6)                                                                 2.32%(7)
Ratio of Net Investment Loss to Average Net Assets                                                                 (0.54%)(7)
Ratio of Adjusted Net Investment Loss to Average Net Assets(6)                                                     (1.15%)(7)
Portfolio Turnover Rate                                                                                               69%
Fee Reduction Per Share(2)                                                                                         $0.04

(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 expense reductions by the Adviser during 
    the periods shown.
(6) Unreimbursed, without fee reduction.
(7) Annualized.
(8) Effective October 31, 1998, the fiscal period end changed from December 31 to October 31.


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

See notes to financial statements.



</TABLE>

Schedule of Investments
October 31, 1998 
- ------------------------------------------------------------------------

The Schedule of Investments is a complete list of all securities owned 
by the Special Value Fund on October 31, 1998. It's divided into three 
main categories: common stocks, preferred stocks and short-term 
investments. Common and preferred stocks are further broken down by 
industry group. Short-term investments, which represent the Fund's 
"cash" position, are listed last.

                                                              MARKET
ISSUER, DESCRIPTION                    NUMBER OF SHARES        VALUE
- -------------------                    ----------------       ------
COMMON STOCKS
Aerospace (0.35%)
AAR Corp.                                  8,000            $185,000
                                                        ------------

Agricultural Operations (1.93%)
Tejon Ranch Co.                           44,000           1,034,000
                                                        ------------

Building (2.11%)
Coachmen Industries, Inc.                 11,300             261,312
Hussmann International, Inc.              55,700             866,831
                                                        ------------
                                                           1,128,143
                                                        ------------

Business Services - Misc. (7.76%)
Nielsen Media Research                   293,233           4,160,248
                                                        ------------

Chemicals (0.88%)
Millennium Chemicals, Inc.                 6,285             153,197
Sybron Chemicals, Inc.*                   18,900             316,575
                                                        ------------
                                                             469,772
                                                        ------------

Computers (16.29%)
BARRA, Inc.*                              50,000           1,318,750
Creative Technology Ltd. (Singapore)*     52,400             736,875
Data General Corp. *                     165,300           2,810,100
Etec Systems, Inc.*                       20,200             684,275
FDP Corp.                                 25,000             221,875
Interplay Entertainment Corp.*            32,000              56,000
Pathways Group, Inc. (The)*               85,000           1,349,375
Phoenix Technologies Ltd.*                85,750             600,250
Quantum Corp.*                            40,000             700,000
Symix Systems, Inc.*                      13,000             253,500
                                                        ------------
                                                           8,731,000
                                                        ------------

Consumer Products Misc. (2.90%)
Gibson Greetings, Inc.*                   45,900             479,081
Russ Berrie & Co., Inc.                   54,300           1,072,425
                                                        ------------
                                                           1,551,506
                                                        ------------

Diversified Operations (2.53%)
Viad Corp.                                49,500           1,358,156
                                                        ------------

Electronics (7.00%)
ATMI, Inc.*                               13,300             182,875
Amphenol Corp. (Class A)*                 24,300             815,569
Artesyn Technologies, Inc.*               70,000           1,010,625
Oak Industries, Inc.*                     45,800           1,239,462
Photronics, Inc.*                         23,000             501,687
                                                        ------------
                                                           3,750,218
                                                        ------------

Energy (4.15%)
Calpine Corp.*                           100,000           2,225,000
                                                        ------------

Finance (6.24%)
AMRESCO, Inc.*                            27,200             188,700
Core Cap, Inc.  (r)                       22,200             253,080
Eaton Vance Corp.                         66,000           1,476,750
FIRSTPLUS Financial Group, Inc.*          63,000             279,563
GreenPoint Financial Corp.                20,000             656,250
Safeguard Scientifics, Inc.*              18,300             490,669
                                                        ------------
                                                           3,345,012
                                                        ------------

Instruments - Scientific (2.67%)
Millipore Corp.                           58,000           1,428,250
                                                        ------------

Insurance (11.62%)
Allmerica Financial Corp.                  9,800             490,000
AmerUs Life Holdings, Inc. (Class A)      33,481             807,729
CMAC Investment Corp.                     30,000           1,256,250
Executive Risk, Inc.                      50,400           2,394,000
Financial Security Assurance Holdings 
Ltd.                                       8,200             408,462
HCC Insurance Holdings, Inc.              30,200             541,712
Reinsurance Group of America, Inc.         6,000             330,750
                                                        ------------
                                                           6,228,903
                                                        ------------

Leasing Companies (1.12%)
Mitcham Industries, Inc.*                 85,800             600,600
                                                        ------------

Leisure (1.61%)
Equity Marketing, Inc.*                   23,900             215,100
Galileo International, Inc.               14,100             534,919
Hilton Hotels Corp.                        5,600             112,350
                                                        ------------
                                                             862,369
                                                        ------------

Machinery (0.89%)
SPX Corp.                                  8,800            $479,050
                                                        ------------

Media (0.85%)
Holdingmaatschappij De Telegraaf 
(Netherlands)                             18,000             454,896
                                                        ------------

Medical (5.25%)
DENTSPLY International, Inc.              22,600             581,950
Respironics, Inc.*                        60,000             926,250
Shire Pharmaceuticals Group Plc 
(United Kingdom)*                        183,000           1,305,559
                                                        ------------
                                                           2,813,759
                                                        ------------

Oil & Gas (2.48%)
Key Energy Group, Inc.*                   25,000             248,437
Parker Drilling Co.*                      74,200             366,363
Triton Energy Ltd.*                       65,900             716,663
                                                        ------------
                                                           1,331,463
                                                        ------------

Retail (5.65%)
DIMON, Inc.                               70,000             905,625
Richfood Holdings, Inc.                   32,000             568,000
Ruddick Corp.                             80,000           1,555,000
                                                        ------------
                                                           3,028,625
                                                        ------------

Telecommunications (7.31%)
Cable Design Technologies*                13,500             222,750
Commonwealth Telephone Enterprises, 
Inc.*                                    105,000           2,572,500
MediaOne Group, Inc. *                     8,600             363,888
RCN Corp.*                                47,000             756,409
                                                        ------------
                                                           3,915,547
                                                        ------------

Transport (1.62%)
Northwest Airlines Corp. (Class A)*        2,500              65,547
Wisconsin Central Transportation Corp.*   53,000             801,625
                                                        ------------
                                                             867,172
                                                        ------------
     TOTAL COMMON STOCKS             
     (Cost $52,497,164)                   (93.21%)        49,948,689
                                    ------------        ------------

PREFERRED STOCKS
Broker Services (3.82%)
Salomon, Inc. 7.625%, Ser FSA             50,000           2,050,000
                                                        ------------

Finance (0.86%)
Core Cap, Inc. 10%, Ser A/I (r)           22,200             459,540
                                                        ------------
     TOTAL PREFERRED STOCKS             
     (Cost $1,911,433)                     (4.68%)         2,509,540
                                    ------------        ------------


                                    INTEREST    PAR VALUE    MARKET 
                                      RATE   (000s OMITTED)  VALUE

SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (2.26%)
Investment in a joint repurchase 
agreement transaction with 
HSBC Securities, Inc. - 
Dated 10-30-98, due 11-02-98 
(Secured by U.S. Treasury Bond, 
7.125%, due 02-15-23 and 
U.S. Treasury Notes, 6.250%, 
due 01-31-02 thru 02-28-02) 
- -- Note A                             5.38%    $1,211     $1,211,000
                                                        ------------

Corporate Savings Account (0.00%)
Investors Bank & Trust Company
Daily Interest Savings Account
Current Rate 4.35%                                               331
                                                        ------------
     TOTAL SHORT-TERM INVESTMENTS               (2.26%)    1,211,331
                                         ------------   ------------
     TOTAL INVESTMENTS                        (100.15%)   53,669,560
                                         ------------   ------------
     OTHER ASSETS AND LIABILITIES, NET          (0.15%)      (82,153) 
                                         ------------   ------------
     TOTAL NET ASSETS                         (100.00%)  $53,587,407
                                         ============   ============
* Non-income producing security.

Parenthetical disclosure of a foreign country in the security 
description represents country of foreign issuer however, security is 
U.S. dollar denominated.

(r) The securities listed below are direct placement securities and are 
restricted as to resale. The Fund has limited rights to registration 
under the Securities Act of 1933 with respect to restricted securities 
(not including rule 144A securities). In certain circumstances the Fund 
may bear a portion of the cost of such registrations; otherwise, such 
costs would be borne by the issuer. Additional information on these 
restricted securities is as follows:

                                        MARKET VALUE
                                      AS A PERCENTAGE   MARKET VALUE
             ACQUISITION   ACQUISITION   OF FUNDS          AS OF 
                DATE          COST      NET ASSETS   OCTOBER 31, 1998
                ----          ----      ----------   -----------------
Core Cap, 
Inc. (Common) 10-31-97      $444,000       0.47%          $253,080
Core Cap, 
Inc. 
(Preferred)   10-31-97       555,000       0.86            459,540
                        ------------     ------       ------------
                            $999,000       1.33%          $712,620
                        ============     ======       ============

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.



NOTES TO FINANCIAL STATEMENTS

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 two series: John Hancock Special Value Fund (the 
"Fund"), and John Hancock Independence Equity Fund. The other series of 
the Trust is reported in separate financial statements. The investment 
objective of the Fund is to seek capital appreciation, with income as a 
secondary consideration. On May 29, 1998, The Board of Trustees voted to 
change the Fund's fiscal period end from December 31 to October 31. This 
change was effective October 31, 1998. On September 16, 1998, the 
shareholders voted to approve an agreement and plan of reorganization 
providing for the reorganization of the Fund from a series of John 
Hancock Capital Series into a series of John Hancock Investment Trust 
II, and to amend the Fund's investment objective to eliminate the 
reference to income as a secondary consideration. These changes are 
effective November 1, 1998. 

The Trustees have authorized the issuance of multiple classes of shares 
of the Fund, designated as Class A, Class B and Class C shares. The 
Trustees authorized the issuance of Class C shares effective May 1, 
1998. 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, Inc., 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 qualifies as a "regulated investment 
company" by complying with the applicable provisions of the Internal 
Revenue Code and will not be subject to federal income tax on taxable 
income which is distributed to 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 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.

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.

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.

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. 

BANK BORROWINGS The Fund is permitted to have bank borrowings for 
temporary or emergency purposes, including the meeting of redemption 
requests that otherwise might require the untimely disposition of 
securities. These agreements enable the Fund to participate with other 
funds managed by the Adviser in unsecured lines of credit with banks 
which permit borrowings up to $800 million, collectively. Interest is 
charged to each fund, based on its borrowing, at a rate equal to 0.50% 
over the Fed Funds Rate. In addition, a commitment fee, at rates ranging 
from 0.070% to 0.075% per annum based on the average daily unused 
portion of the lines of credit, is allocated among the participating 
funds. The Fund had no borrowing activity for the period ended October 
31, 1998.

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.

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.

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 $310,516 for the period ended October 
31, 1998. The Adviser plans to terminate this limitation effective March 
1, 1999.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly owned subsidiary of the Adviser. For the period ended 
October 31, 1998, net sales charges received with regard to sales of 
Class A shares amounted to $152,381. Out of this amount, $24,870 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $87,129 was paid as sales commissions to 
unrelated broker-dealers and $40,382 was paid as sales commissions to 
sales personnel of John Hancock Distributors, Inc. ("Distributors"), a 
related broker-dealer. The Adviser's indirect parent, John Hancock 
Mutual Life Insurance Company ("JHMLICo") is the indirect sole 
shareholder of Distributors.

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 October 31, 1998, contingent 
deferred sales charges paid to JH Funds amounted to $124,623.

Class C shares which are redeemed within one year of purchase will be 
subject to a CDSC at a rate of 1.00% 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 related to providing 
distribution related services to the Fund in connection with the sale of 
Class C shares. For the period ended October 31, 1998, there were no 
contingent deferred sales charges.

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted Distribution 
Plans with respect to Class A, Class B and Class C 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 and Class C average daily net assets, to reimburse JH 
Funds for its distribution and service costs. Up to a maximum of 0.25% 
of such payments may be service fees as defined by the amended Rules of 
Fair Practice of the National Association of Securities Dealers. Under 
the amended Rules of Fair Practice, curtailment of a portion of the 
Fund's 12b-1 payments could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Signature 
Services, Inc. ("Signature Services"), an indirect subsidiary of 
JHMLICo. The Fund pays 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 the 
period was at an annual rate of less than 0.02% 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. 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 October 31, 1998, the Fund's 
investments to cover the deferred compensation liability had unrealized 
appreciation of $108.

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 October 31, 1998, aggregated $51,507,508 and 
$40,365,762, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended October 31, 1998.

The cost of investments owned at October 31, 1998 (excluding the 
corporate savings account) for federal income tax purposes was 
$55,817,323. Gross unrealized appreciation and depreciation of 
investments aggregated $7,337,552 and $9,485,646, respectively, 
resulting in net unrealized depreciation of $2,148,094.

NOTE D -
RECLASSIFICATION OF ACCOUNTS

During the period ended October 31, 1998, the Fund has reclassified 
amounts to reflect a decrease in accumulated net realized gain on 
investments of $393,988, a decrease in accumulated net investment loss 
of $89,453 and an increase in capital paid-in of $304,535. This 
represents the amount necessary to report these balances on a tax basis, 
excluding certain temporary differences, as of October 31, 1998. 
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 the treatment of net operating 
losses and organizational costs in the computation of distributable 
income and capital gains under federal tax rules versus generally 
accepted accounting principles and the Fund's use of the tax accounting 
practice known as equalization. The calculation of net investment income 
(loss) per share in the financial highlights excludes these adjustments.



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 
John Hancock Special Value Fund (the "Fund"), one of the portfolios 
constituting John Hancock Capital Series, including the schedule of 
investments, as of October 31, 1998, and the related statement of 
operations for the period from January 1, 1998 to October 31, 1998, and 
for the year ended December 31, 1997, the statement of changes in net 
assets, and the financial highlights for each of the periods indicated 
therein. These financial statements and financial highlights are the 
responsibility of the Fund's management. Our responsibility is to 
express an opinion on these financial statements and financial 
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements and financial highlights. Our 
procedures included confirmation of securities owned as of October 31, 
1998, by correspondence with the custodian and brokers, and other 
appropriate auditing procedures where replies from brokers were not 
received.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of the John Hancock Special Value Fund portfolio of 
John Hancock Capital Series at October 31, 1998, the results of its 
operations for the period from January 1, 1998 to October 31, 1998, and 
for the year ended December 31, 1997, and the changes in its net assets, 
and the financial highlights for each of the periods indicated therein, 
in conformity with generally accepted accounting principles.

                                                  /S/ ERNST & YOUNG LLP
Boston, Massachusetts
December 11, 1998


TAX INFORMATION NOTICE (UNAUDITED)

For federal income tax purposes, the following information is furnished 
with respect to the distributions of the Fund for the period ended 
October 31, 1998.

The Fund has designated distributions to shareholders of $390,769 as 
capital gain dividends.


SHAREHOLDER MEETING (UNAUDITED)

On September 16, 1998, a special meeting of John Hancock Special Value 
Fund was held.

The shareholders approved an Agreement and Plan of Reorganization for 
the Fund. The shareholder votes were 2,459,209 FOR, 60,224 AGAINST and 
216,838 ABSTAINING.

The shareholders approved a proposal to amend the Fund's investment 
objective to eliminate the reference to income as a secondary 
consideration. The shareholder votes were 2,442,288 FOR, 81,992 AGAINST 
and 211,991 ABSTAINING.

The shareholders approved a proposal to amend or eliminate two of the 
Fund's fundamental investment restrictions on pledging assets and Issuer 
Diversification. The shareholder votes were 2,296,223 FOR, 125,391 
AGAINST and 314,657 ABSTAINING.



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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."

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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.

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Recycled Paper."

                              3700A 10/98
                                    12/98




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