JOHN HANCOCK SPECIAL EQUITIES FUND
Supplement to Class A & B Prospectus dated March 1, 1996
With regard to Class C shares of the Fund, the prospectus is supplemented
until April 1, 1996 as follows:
INSTITUTIONAL INVESTORS
Class C shares of the Fund are available only to the following
types of institutional investors: (i) Benefit plans not
affiliated with John Hancock Advisers, Inc. (the ""Adviser'') which
have at least $25,000,000 in plan assets, and either have a separate
trustee vested with investment discretion and certain limitations on
the ability of the plan beneficiaries to access their plan investments
without incurring adverse tax consequences or allow their participants
to select among one or more investment options, including the
Fund ("participant-directed plans"); (ii) Banks and insurance
companies which are not affiliated with the Adviser purchasing
shares for their own account; (iii) Investment companies not
affiliated with the Adviser; (iv) Tax-exempt retirement plans
of the Adviser and its affiliates, including affiliated
brokers; (v) Unit investment trusts sponsored by John Hancock
Funds and certain other sponsors; and (vi) existing full-
service clients of John Hancock Mutual Life Insurance Company
("the Life Company") who were group annuity contract holders
as of September 1, 1994. Participant-directed plans include,
but are not limited to, 401(k), TSA and Section 457 plans.
Class C shares are available to eligible institutional
investors at net asset value without the imposition of a sales
charge and are not subject to ongoing distribution fees
imposed under a plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940. The minimum initial investment
in Class C shares is $1,000,000, but this requirement may be
waived at the discretion of the Fund's officers. Some
individuals who are currently eligible to purchase Class A or
Class B shares may also be participants in plans that are
eligible to purchase Class C shares of the Fund.
John Hancock Funds may pay a one-time payment of up to 0.15%
of the amount invested in Class C shares to a selling broker
for its sales of Class C shares. A person entitled to receive
compensation for selling shares of the Fund may receive
different compensation with respect to sales of Class A, Class
B or Class C shares or any additional future class of shares.
Class C shares are also available to existing full-service
clients of the Life Company who were group annuity contract
holders as of September 1, 1994 and participant directed
defined contribution plans with at least 100 eligible
employees at the inception of the Fund account. John Hancock
Funds, out of its own resources, may pay to a Selling Broker
an annual service fee of up to 0.20% of the amount invested in
Class C shares by these clients.
The Reinvestment Privilege, Systematic Withdrawal Plan,
Monthly Automatic Accumulation Program, Group Investment
Program and Retirement Plans are not available for Class C
shares.
If you are considering a purchase of Class C shares of the
Fund, please call John Hancock Investor Services Corporation
at 1-800-437-9312 to obtain information about eligibility,
instructions for purchase by check or wire and an
Institutional Account Application.
March 1, 1996
1800S-3/96
