HANCOCK JOHN SPECIAL EQUITIES FUND
N-30D, 1998-12-30
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                         John Hancock Funds

                          SPECIAL EQUITIES 
                                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 02116-5072

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 02116-5072



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 LAURA ALLEN, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND
BERNICE BEHAR, CFA, AND ANURAG PANDIT, CFA, PORTFOLIO MANAGERS

John Hancock
Special Equities Fund

Global uncertainty trounces small-cap market; late-period rally holds 
promise


A 3" x 2" photo at bottom right side of page of John Hancock Special Equities 
Fund's management team. Caption below reads "Fund management team members 
(l-r): Anurag Pandit, Bernice Behar and Laura Allen."


On July 1, 1998, an investment team led by Laura Allen, CFA, assumed 
management responsibility of John Hancock Special Equities Fund. Prior 
to joining John Hancock Funds in early 1998, Ms. Allen, a senior vice 
president, spent 17 years as an analyst and portfolio manager at 
Wellington Management Company. 

The last 12 months represented an extremely difficult period for small-
company stocks, capping a record five years of underperformance compared 
to their large-company counterparts. For almost the entire past fiscal 
year, share prices of small companies suffered from the ongoing global 
economic turmoil that began in July 1997 with the first wave of Asian 
currency devaluations. As a result, investors became more risk averse 
and favored the relative safety and liquidity of shares of larger, more 
well-known companies. The worst turn, however, came this summer, when 
Russia's economic collapse led a second wave of currency devaluations in 
emerging markets and, ultimately, a few prominent hedge fund debacles, 
that sent stocks of all sizes plummeting, including the previously 
immune large caps. Investor sentiment changed dramatically amid 
heightened fears that a global financial crisis would precipitate an 
imminent profit, if not economic, recession in the U.S. Many investors 
sought shelter from the tsunami in the safety of U.S. Treasury bonds, 
resulting in a plunge in U.S. long-term interest rates to historically 
low levels. Small companies -- despite their compelling valuations, 
stronger earnings projections and largely domestic focus -- fell faster 
and harder than other segments of the market. Small-cap growth stocks 
that the Fund targets were particularly hard hit. The Russell 2000 
Growth Index, a proxy for our style, plummeted 22% in the three month 
period from June 30 to September 30, one of the worst declines in the 
20-year history of this index.

"Small 
companies... 
fell faster 
and harder 
than other 
segments..."


Table at top left hand column entitled "Top Five Common Stock Holdings". The 
first listing is Elan Corp. 2.9%, the second is Premier Parks 2.9%, the third 
Wind River Systems 2.2%, the fourth is Vitesse Semiconductor 2.1%, and the 
fifth is Metromedia Fiber Network 2.1%. A note below the table reads "As a 
percentage of net assets on October 31, 1998."


"...the Fund's 
restructuring 
is now 
virtually 
complete..."


In early October, however, the tide of investor sentiment turned again, 
as the market rebounded after the Federal Reserve signaled its intent to 
restore global financial stability by lowering interest rates twice in 
three weeks. This time, small caps led the advance through the close of 
the fiscal year.  After reaching a 27-month low on October 8, the 
Russell 2000 Index -- a broader benchmark for small-cap performance -- 
began one of its more remarkable recoveries, rising 22% over the next 
three weeks. This final push was nowhere near enough to close the wide 
gap between large- and small-company stock performance, however. For the 
year ended October 31, 1998, the Standard & Poor's 500 Stock Index still 
managed to advance by 22% despite the volatility, while the Russell 2000 
Index lost ground, returning -12%.

Restructuring and performance review

As we communicated to you several months ago, the Fund experienced a 
change in portfolio managers on July 1 aimed at improving investment 
performance. Our team's first step was to scrutinize the Fund's holdings 
to ensure that each one met our selection criteria. These include 
companies with strong and accelerating revenue and earnings growth, 
dominant market share and proven management. As a result of this 
analysis, we eliminated a number of holdings that either did not meet 
this criteria, or in which we lacked sufficient confidence in the 
earnings outlook. In their place, we added several higher-quality small 
companies (under $1 billion in market capitalization) that were selling 
at unusually attractive prices, thanks to the plunge in the small-cap 
sector. Examples included Duane Reade, a regional drugstore chain; 
Novellus Systems, a semiconductor equipment manufacturer; and energy 
services company Core Laboratories.

Over the past several months, it was a challenge to restructure the Fund 
in the midst of the small cap market's decline. Our goal was to position 
the Fund in a carefully chosen list of small-sized companies in which we 
have confidence in the long-term earnings outlook. In the short term, 
however, several of the stocks we had targeted to sell were punished for 
reporting lower-than-expected earnings. In addition, the Fund's 
overweighted positions in the retail and media sectors that we inherited 
also held back investment results, especially in the summer and early 
fall when these groups fell sharply on worries about future consumer and 
corporate spending. 

For the year ended October 31, 1998, John Hancock Special Equities 
Fund's Class A, Class B and Class Y shares posted total returns of 
- -23.21%, -23.79% and -22.90%, respectively, at net asset value. The 
Fund's performance fell behind the -13.76% return of the average small-
cap fund, according to Lipper Analytical Services, Inc.,(1) and the
- -15.86% return of the Russell 2000 Growth Index. Keep in mind that your 
net asset value return will be different from the Fund's stated 
performance if you were not invested in the Fund for the entire period 
and did not reinvest all distributions. See pages seven and eight for 
historical performance information.

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 -23.21% Total return for John Hancock 
Special Equities Fund Class A. The second bar represents the -23.79% total 
return for John Hancock Special Equities Fund Class B. The third bar 
represents the -22.90% total return for John Hancock Special Equities Fund 
Class Y* and 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 Equities Fund are at net asset value with all distributions 
reinvested. The average small-cap fund is tracked by Lipper Analytical 
Services, Inc. See pages seven and eight for historical performance 
information. A footnote below the chart reads "On June 1, 1998, Class C 
shares were renamed Class Y shares."


The good news is that the Fund's restructuring is now virtually 
complete, and we believe we have positioned the Fund to perform 
competitively versus its peer group. As we mentioned, small caps have 
staged an impressive rebound in the past month, and we have been 
encouraged by the Fund's near-term performance, boosted in part by some 
of our more recent additions. 

Investment philosophy and choices

The Fund continues to seek capital appreciation by investing in 
aggressively growing small companies. Our rigorous fundamental analysis 
applies not only to our aforementioned selection criteria, but equally 
importantly to our sell discipline. It requires us to trim or eliminate 
holdings that show deteriorating fundamentals or whose stock price has 
risen enough to change the risk/reward balance. The Fund's focus will 
remain solidly on small companies. To stay true to this goal, we 
continued to reduce the Fund's average market capitalization, which 
ended the year at half its level of six months earlier. 

While we build the portfolio company-by-company, we continue to find 
strong earnings growth potential within the broad technology sector. 
Specifically, we have focused on software companies such as Aspect 
Development and information services outsourcer Whittman-Hart. We also 
continued to emphasize retail companies that can gain market share in a 
more difficult economic environment, such as 99 Cents Only Stores. In 
the health-care sector, we own several later-stage biotechnology 
companies including Alkermes and Gilead Sciences that we believe have 
strong new product potential. 


"The Fund's 
focus will 
remain 
solidly 
on small 
companies."


Going forward

We are encouraged about the prospects for the equity market and in 
particular for small-cap stocks. Over the past year, investors 
experienced an enormous amount of volatility, and we believe price 
action will most likely remain fairly erratic as long as concerns 
persist about how emerging-market turmoil will impact future economic 
and corporate earnings growth. That said, an environment of declining 
interest rates and minimal inflation still provides a solid underpinning 
for stock prices.

Only time will tell whether this latest move in small caps is the start 
of a prolonged rise. As investors, we often need to look beyond the 
daily headlines and focus on the longer-term outlook. The dramatic 
underperformance of small-cap companies relative to big caps presents 
investors with an unusual opportunity. We strongly believe that small-
cap stocks are poised to make headway versus their larger brethren. 
Despite their recent gains, the small-cap sector continues to sell at a 
discount to the large-company universe using forward-year price-earnings 
ratios, even though we expect the majority of companies in the Fund to 
grow well in excess of large companies. This is a highly unusual 
circumstance, as historically small-cap stocks have traded at a handsome 
premium to large-cap stocks, and it is a compelling combination that 
investors have begun to recognize. Although we know history is no 
guarantee of future results, the last time small caps sold at a discount 
to big caps was in late 1990, at which point small caps went on to 
generate outsized returns relative to big caps over a period that lasted 
close to three years. 


"...the 
small-cap 
sector 
continues 
to sell at 
a discount 
to the large-
company 
universe..."


Looking ahead, we will continue to focus our efforts on strong 
fundamental company analysis, which we believe to be essential, 
especially in a more challenging investment climate. Over time, stock 
prices move with earnings growth, and our experience has been that 
remaining patient and consistent with a disciplined investment 
philosophy will be rewarded with superior returns.

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, Inc. 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 Equities 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%. Prior to January 1992, different sales charges were 
in effect for Class A shares and are not reflected in the performance 
information. Class B performance reflects a maximum contingent deferred 
sales charge (maximum 5% and declining to 0% over six years).

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
               
                                   ONE       FIVE         TEN
                                   YEAR      YEARS       YEARS
                                --------  --------     --------
Cumulative Total Returns         (32.81%)   19.09%      307.98%
Average Annual Total Returns     (32.81%)    3.56%       15.10%

CLASS B
For the period ended September 30, 1998
                                                         SINCE
                                   ONE      FIVE       INCEPTION
                                  YEAR      YEARS      (3/1/93) 
                                --------  --------     --------
Cumulative Total Returns         (33.32%)   19.05%       53.71%
Average Annual Total Returns     (33.32%)    3.55%        8.00%


CLASS Y
For the period ended September 30, 1998

                                                         SINCE
                                   ONE      FIVE       INCEPTION
                                  YEAR      YEARS      (9/1/93) 
                                --------   --------    --------
Cumulative Total Returns         (28.97%)   28.37%       35.78%
Average Annual Total Returns     (28.97%)    5.12%        6.21%

*Effective June 1, 1998, Class C shares were renamed Class Y shares.


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

The charts on the right show how much a $10,000 investment in the John 
Hancock Special Equities 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 and the Russell 
2000 Growth Index. The Russell 2000 Index is an unmanaged, small-cap 
index that is comprised of 2,000 U.S. stocks. The Russell 2000 Growth 
Index is an unmanaged index containing those Russell 2000 Index stocks 
with a greater-than-average growth orientation. Past performance is not 
indicative of future results. 

Line chart with the heading Special Equities Fund Class A, representing the 
growth of a hypothetical $10,000 investment over the life of the fund. 
Within the chart are four lines. The first line represents the value of the 
hypothetical $10,000 investment made in the Special Equities Fund on October 
31, 1988, before sales charge, and is equal to $45,701 as of October 31, 
1998. The second line represents the value of the same investment made in 
the Special Equities Fund, after sales charge, and is equal to $43,393 as of 
October 31, 1998. The third line represents the Russell 2000 Index and is 
equal to $30,316 as of October 31, 1998. The fourth line represents the 
Russell 2000 Growth Index and is equal to $25,567 as of October 31, 1998.

Line chart with the heading Special Equities Fund Class B, representing the 
growth of a hypothetical $10,000 investment over the life of the fund. 
Within the chart are four lines. The first line represents the Russell 2000 
Index and is equal to $18,452 as of October 31, 1998. The second line 
represents the Russell 2000 Growth Index and is equal to $16,388 as of 
October 31, 1998. The third line represents the value of the hypothetical 
$10,000 investment made in the Special Equities Fund on march 1, 1993, before 
sales charge, and is equal to $16,134 as of October 31, 1998. The fourth 
line represents the value of the same hypothetical investment made in the 
Special Equities Fund, after sales charge, and is equal to $16,034 as of 
October 31, 1998.

Line chart with the heading Special Equities Fund Class Y*, 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 $16,536 as of October 31, 1998. The 
second line represents the Russell 2000 Growth Index and is equal to $14,674 
as of October 31, 1998. The third line represents the value of the 
hypothetical $10,000 investment made in the Special Equities Fund on 
September 1, 1993, before sales charge, and is equal to $14,174 as of October 
31, 1998.

*Effective June 1, 1998, Class C shares were renamed Class Y shares.



FINANCIAL STATEMENTS

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.


Statement of Assets and Liabilities
October 31, 1998
- --------------------------------------------------------------------
Assets:
Investments at value - Note C:
Common stocks (cost - $755,950,154)                     $867,314,222
Joint repurchase agreement (cost - $98,127,000)           98,127,000
Corporate savings account                                      1,226
                                                        ------------
                                                         965,442,448
Receivable for investments sold                            3,435,911
Receivable for shares sold                                 4,302,631
Interest receivable                                           29,435
Other assets                                                  69,193
                                                        ------------
Total Assets                                             973,279,618
- --------------------------------------------------------------------
Liabilities:
Payable for investments purchased                         15,142,332
Payable for shares repurchased                             2,308,396
Payable to John Hancock Advisers, Inc. 
and affiliates - Note B                                      525,781
Accounts payable and accrued expenses                        121,841
                                                        ------------
Total Liabilities                                         18,098,350
- --------------------------------------------------------------------
Net Assets:
Capital paid-in                                          829,509,827
Accumulated net realized gain on investments              14,349,964
Net unrealized appreciation of investments               111,369,582
Accumulated net investment loss                              (48,105) 
                                                        ------------
Net Assets                                              $955,181,268
====================================================================
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 - $453,919,263/22,455,977                             $20.21
====================================================================
Class B - $460,971,346/23,700,698                             $19.45
====================================================================
Class Y*- $40,290,659/1,945,113                               $20.71
====================================================================
Maximum Offering Price Per Share**
Class A - ($20.21 x 105.26%)                                  $21.27
====================================================================

 * Effective June 1, 1998, Class C shares were renamed Class Y shares.

** 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 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 October 31, 1998
- --------------------------------------------------------------------
Investment Income:
Interest                                                  $3,858,152
Dividends                                                    779,237
                                                        ------------
                                                           4,637,389
                                                        ------------

Expenses:
Investment management fee - Note B                        11,915,601
Distribution and service fee - Note B
Class A                                                    1,950,043
Class B                                                    7,440,347
Transfer agent fee - Note B                                3,827,167
Custodian fee                                                268,655
Financial services fee - Note B                              248,703
Printing                                                     158,162
Trustees' fees                                               101,681
Registration and filing fees                                  67,542
Auditing fee                                                  47,611
Miscellaneous                                                 25,490
Legal fees                                                    17,500
                                                        ------------
Total Expenses                                            26,068,502
- --------------------------------------------------------------------
Net Investment Loss                                      (21,431,113) 
- --------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain on investments sold                    249,345,263
Change in net unrealized appreciation/depreciation
of investments                                          (519,503,107) 
                                                        ------------
Net Realized and Unrealized 
Loss on Investments                                     (270,157,844) 
- --------------------------------------------------------------------
Net Decrease in Net Assets
Resulting from Operations                              ($291,588,957) 
====================================================================

See notes to financial statements.



<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------
                                                                                          YEAR ENDED OCTOBER 31,
                                                                                    --------------------------------
                                                                                        1997                 1998
                                                                                    -------------      -------------
<S>                                                                                 <C>                <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment loss                                                                  ($28,901,150)      ($21,431,113)
Net realized gain on investments sold                                                  14,736,245        249,345,263
Change in net unrealized appreciation/depreciation of investments                     150,858,729       (519,503,107)
                                                                                  ---------------    ---------------

Net Increase (Decrease) in Net Assets Resulting from Operations                       136,693,824       (291,588,957) 
                                                                                  ---------------    ---------------
From Fund Share Transactions - Net:*                                                 (269,581,490)      (616,525,449) 
                                                                                  ---------------    ---------------
Net Assets:
Beginning of period                                                                 1,996,183,340      1,863,295,674
                                                                                  ---------------    ---------------
End of period (including accumulated net investment loss 
of $41,161 and $48,105, respectively)                                              $1,863,295,674       $955,181,268
                                                                                  ===============    ===============

*Analysis of Fund Share Transactions:


<CAPTION>


                                                                                YEAR ENDED OCTOBER 31,
                                                         ----------------------------------------------------------------
                                                                   1997                                1998
                                                         --------------------------        ------------------------------
                                                           SHARES          AMOUNT            SHARES              AMOUNT
                                                         ---------       ----------        ---------         ------------
<S>                                                    <C>           <C>                    <C>          <C>  
CLASS A
Shares sold                                             159,331,596   $3,736,259,803         100,661,197   $2,413,669,605
Less shares repurchased                                (168,292,664)  (3,969,808,409)       (108,875,492)  (2,650,476,277)
                                                    ---------------  ---------------     ---------------  ---------------
Net decrease                                             (8,961,068)   ($233,548,606)         (8,214,295)   ($236,806,672)
                                                    ===============  ===============     ===============  ===============
CLASS B
Shares sold                                              26,806,305     $621,229,331           3,960,429      $95,092,203
Less shares repurchased                                 (29,432,594)    (686,306,670)        (17,545,625)    (422,907,651) 
                                                    ---------------  ---------------     ---------------  ---------------
Net decrease                                             (2,626,289)    ($65,077,339)        (13,585,196)   ($327,815,448) 
                                                    ===============  ===============     ===============  ===============
CLASS Y(1) 
Shares sold                                               1,863,540      $45,155,315             875,735      $23,077,653
Less shares repurchased                                    (682,739)     (16,110,860)         (2,820,828)     (74,980,982) 
                                                    ---------------  ---------------     ---------------  ---------------
Net increase (decrease)                                   1,180,801      $29,044,455          (1,945,093)    ($51,903,329) 
                                                    ===============  ===============     ===============  ===============

(1) Effective June 1, 1998, Class C shares were renamed Class Y shares.

See notes to financial statements.


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 repurchased during the last two periods, along with the corresponding dollar 
value.

</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 OCTOBER 31,
                                                              ------------------------------------------------------------------
                                                                 1994           1995          1996          1997          1998
                                                              ---------      ---------     ---------     ---------     ---------
<S>                                                           <C>          <C>            <C>           <C>           <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period                           $16.13         $16.11        $22.15        $24.53        $26.32
                                                         ------------   ------------  ------------  ------------  ------------
Net Investment Loss(1)                                          (0.21)         (0.18)        (0.22)        (0.29)        (0.27)
Net Realized and Unrealized Gain (Loss) on Investments           0.19           6.22          3.06          2.08         (5.84) 
                                                         ------------   ------------  ------------  ------------  ------------
Total from Investment Operations                                (0.02)          6.04          2.84          1.79         (6.11) 
                                                         ------------   ------------  ------------  ------------  ------------
Less Distributions:
Distributions from Net Realized Gain on Investments Sold           --             --         (0.46)           --            --
                                                         ------------   ------------  ------------  ------------  ------------
Net Asset Value, End of Period                                 $16.11         $22.15        $24.53        $26.32        $20.21
                                                         ============   ============  ============  ============  ============
Total Investment Return at Net Asset Value(2)                   (0.12%)        37.49%        12.96%         7.30%       (23.21%)

Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)                     $310,625       $555,655      $972,312      $807,371      $453,919
Ratio of Expenses to Average Net Assets                          1.62%          1.48%         1.42%         1.43%         1.41%
Ratio of Net Investment Loss to Average Net Assets              (1.40%)        (0.97%)       (0.89%)       (1.18%)       (1.09%)
Portfolio Turnover Rate                                            66%            82%           59%           41%          107%

CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period                           $16.08         $15.97        $21.81        $23.96        $25.52
                                                         ------------   ------------  ------------  ------------  ------------
Net Investment Loss(1)                                          (0.30)         (0.31)        (0.40)        (0.46)        (0.45)
Net Realized and Unrealized Gain (Loss) on Investments           0.19           6.15          3.01          2.02         (5.62)
                                                         ------------   ------------  ------------  ------------  ------------
Total from Investment Operations                                (0.11)          5.84          2.61          1.56         (6.07)
                                                         ------------   ------------  ------------  ------------  ------------
Less Distributions:
Distributions from Net Realized Gain on Investments Sold           --             --         (0.46)           --            --
                                                         ------------   ------------  ------------  ------------  ------------
Net Asset Value, End of Period                                 $15.97         $21.81        $23.96        $25.52        $19.45
                                                         ============   ============  ============  ============  ============
Total Investment Return at Net Asset Value(2)                   (0.68%)        36.57%        12.09%         6.51%       (23.79%)

Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)                     $191,979       $454,934      $956,374      $951,449      $460,971
Ratio of Expenses to Average Net Assets                          2.25%          2.20%         2.16%         2.19%         2.16%
Ratio of Net Investment Loss to Average Net Assets              (2.02%)        (1.69%)       (1.65%)       (1.95%)       (1.84%)
Portfolio Turnover Rate                                            66%            82%           59%           41%          107%

See notes to financial statements.


<CAPTION>

Financial Highlights (continued)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                     YEAR ENDED OCTOBER 31,
                                                              ------------------------------------------------------------------
                                                                 1994           1995          1996          1997          1998
                                                              ---------      ---------     ---------     ---------     ---------
<S>                                                           <C>          <C>            <C>           <C>           <C>
CLASS Y (3)
Per Share Operating Performance
Net Asset Value, Beginning of Period                           $16.14         $16.20        $22.40        $24.91        $26.86
                                                         ------------   ------------  ------------  ------------  ------------
Net Investment Loss(1)                                          (0.13)         (0.09)        (0.14)        (0.18)        (0.17)
Net Realized and Unrealized Gain (Loss) on Investments           0.19           6.29          3.11          2.13         (5.98)
                                                         ------------   ------------  ------------  ------------  ------------
Total from Investment Operations                                 0.06           6.20          2.97          1.95         (6.15)
                                                         ------------   ------------  ------------  ------------  ------------
Less Distributions:
Distributions from Net Realized Gain on Investments Sold           --             --         (0.46)           --            --
                                                         ------------   ------------  ------------  ------------  ------------
Net Asset Value, End of Period                                 $16.20         $22.40        $24.91        $26.86        $20.71
                                                         ============   ============  ============  ============  ============
Total Investment Return at Net Asset Value(2)                    0.37%         38.27%        13.40%         7.83%       (22.90%)

Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)                       $7,123        $13,701       $67,498      $104,476       $40,291
Ratio of Expenses to Average Net Assets                          1.11%          1.01%         1.03%         0.97%         0.97%
Ratio of Net Investment Loss to Average Net Assets              (0.89%)        (0.50%)       (0.54%)       (0.73%)       (0.66%)
Portfolio Turnover Rate                                            66%            82%           59%           41%          107%

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

(2) Assumes dividend reinvestment and does not reflect the effect of sales charge.

(3) Effective June 1, 1998, Class C shares were renamed Class Y shares.

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.

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 Equities Fund on October 31, 1998. It's divided 
into two main categories: common stocks and short-term investments. 
The stocks are further broken down by industry groups. Short-term 
investments, which represents the Fund's "cash" position are listed 
last.


                                                               MARKET
ISSUER, DESCRIPTION                    NUMBER OF SHARES        VALUE
- -------------------                    ----------------        -----
COMMON STOCKS
Advertising (1.62%)
Outdoor Systems, Inc.*                    700,000          $15,443,750
                                                         -------------
Broker Services (0.48%)
Raymond James Financial, Inc.             200,000            4,587,500
                                                         -------------
Business Services - Misc. (9.89%)
Boron, LePore & Associates, Inc.*          26,100              704,700
Charles River Associates, Inc.*           224,500            5,612,500
First Consulting Group, Inc.*             450,000            7,396,875
INSpire Insurance Solutions, Inc.*        540,000           13,500,000
Interim Services, Inc. *                  590,000           12,537,500
Mac-Gray Corp.*                            98,700              987,000
META Group, Inc. *                        550,000           13,200,000
Metzler Group, Inc. (The)*                400,000           16,800,000
On Assignment, Inc.*                      270,000            9,180,000
Pre-Paid Legal Services, Inc.*            350,000            8,378,125
Profit Recovery Group International, Inc.
(The)*                                    200,000            6,137,500
                                                         -------------
                                                            94,434,200
                                                         -------------

Computers (20.77%)
Acxiom Corporation*                       360,000            9,045,000
America Online, Inc.*                     120,000           15,247,500
AnswerThink Consulting Group, Inc.*       475,000            9,173,437
Aspect Development, Inc.*                 500,000           15,796,900
BARRA, Inc.*                              400,000           10,550,000
CBT Group Plc, American Depositary 
Receipt (ADR) (Ireland)*                  400,000            4,775,000
Concentric Network Corp. *                500,000           12,125,000
Dendrite International, Inc.*             307,200            6,336,000
E*TRADE Group, Inc.*                      550,000            9,900,000
EarthLink Network, Inc.*                  325,000           12,512,500
Exodus Communications, Inc.*              151,500            4,810,125
HNC Software, Inc.*                       330,000           11,096,250
IDX Systems Corp.*                        175,000            7,415,625
PSINet, Inc.*                             125,000            1,804,687
RealNetworks, Inc.*                       300,000           10,106,250
Verio, Inc.*                              430,000            5,966,250
VeriSign, Inc.*                           340,000           10,433,750
Visio Corp.*                              350,000            9,318,750
Whittman-Hart, Inc.*                      550,000           10,931,250
Wind River Systems, Inc.*                 480,000           21,030,000
                                                         -------------
                                                           198,374,274
                                                         -------------

Electronics (7.10%)
ATMI, Inc.*                               341,200            4,691,500
DuPont Photomasks, Inc.*                  161,200            5,843,500
Level One Communications, Inc.*           200,000            5,262,500
Novellus Systems, Inc.*                   250,000            9,703,125
PMC-Sierra, Inc.* (Canada)                250,000           11,218,750
Uniphase Corp.*                           220,000           10,890,000
Vitesse Semiconductor Corp.*              625,000           20,156,250
                                                         -------------
                                                            67,765,625
                                                         -------------

Finance (3.13%)
AmeriCredit Corp.*                        550,000            7,356,250
Financial Federal Corp.                   500,000           11,656,250
Medallion Financial Corp.                 615,300           10,921,575
                                                         -------------
                                                            29,934,075
                                                         -------------

Food (1.44%)
American Italian Pasta Co. (Class A)*     600,000           13,800,000
                                                         -------------

Insurance (1.64%)
Capital Re Corp.                          400,000            7,325,000
Executive Risk, Inc.                      175,000            8,312,500
                                                         -------------
                                                            15,637,500
                                                         -------------

Leisure (6.58%)
Cinar Films, Inc. (Class B) (Canada)*     700,000           14,787,500
Family Golf Centers, Inc.*                501,350           10,559,684
Premier Parks, Inc.                     1,233,400           27,366,062
Steiner Leisure Ltd.*                     249,700            6,086,438
Travel Services International, Inc.*      200,000            4,050,000
                                                         -------------
                                                            62,849,684
                                                         -------------

Linen Supply & Related (1.20%)
G & K Services, Inc. (Class A)            250,000           11,437,500
                                                         -------------

Machinery (1.39%)
Applied Power, Inc. (Class A)             156,600            4,316,287
Hanover Compressor Co.*                   355,000            8,963,750
                                                         -------------
                                                            13,280,037
                                                         -------------

Media (2.79%)
Chancellor Media Corp.*                   500,000           19,187,500
Cox Radio, Inc. (Class A)*                200,000            7,487,500
                                                         -------------
                                                            26,675,000
                                                         -------------

Medical (15.12%)
Alkermes, Inc.*                           300,000            5,850,000
CareMatrix Corp.*                         500,000           12,312,500
Elan Corp., Plc (ADR) (Ireland)*          400,000           28,025,000
Gilead Sciences, Inc.*                    190,000            5,391,250
Hanger Orthopedic Group, Inc.*            480,000            9,480,000
Human Genome Sciences, Inc.*              240,000            8,310,000
IDEC Pharmaceuticals Corp.*               170,000            5,078,750
Incyte Pharmaceuticals, Inc.*             135,000            4,117,500
Ocular Sciences, Inc.*                    378,900            9,519,863
PAREXEL International Corp.*              185,000            4,081,563
Province Healthcare Co.*                  205,200            5,360,850
Renal Care Group, Inc.*                   425,000           12,378,125
Res-Care, Inc.*                           380,000            8,407,500
Universal Health Services, Inc. (Class B) 380,000           19,498,750
Ventana Medical Systems, Inc.*            356,200            6,589,700
                                                         -------------
                                                           144,401,351
                                                         -------------

Oil & Gas (3.07%)
Core Laboratories N.V. (Netherlands)*     385,000            8,686,563
Dril-Quip, Inc.*                          350,000            7,350,000
Newfield Exploration Co.*                 300,000            7,293,750
Stone Energy Corp.*                       187,600            6,026,650
                                                         -------------
                                                            29,356,963
                                                         -------------

Printing - Commercial (0.84%)
Consolidated Graphics, Inc.*              170,000            8,064,375
                                                         -------------

Real Estate Operations (0.92%)
Central Parking Corp.                     210,000            8,806,875
                                                         -------------

Retail (8.81%)
99 Cents Only Stores*                     280,000           12,950,000
Abercrombie & Fitch Co. (Class A)*        200,000            7,937,500
Dominick's Supermarkets, Inc.*            272,000           13,277,000
Duane Reade, Inc.*                        300,000           11,587,500
Hibbett Sporting Goods, Inc.*             250,000            6,765,625
Linens 'n Things, Inc.*                   200,000            6,187,500
Stage Stores, Inc.*                       419,000            5,551,750
Trans World Entertainment Corp.*          577,200           11,904,750
Whole Foods Market, Inc.*                 200,000            8,012,500
                                                         -------------
                                                            84,174,125
                                                         -------------

Telecommunications (3.28%)
Metromedia Fiber Network, Inc. 
(Class A)*                                527,200          $19,967,700
NEXTLINK Communications, Inc. 
(Class A)*                                209,400            5,365,875
OmniAmerica, Inc.*                        300,000            5,962,500
                                                         -------------
                                                            31,296,075
                                                         -------------

Transport (0.73%)
MotivePower Industries, Inc.              275,000            6,995,313
                                                         -------------
     TOTAL COMMON STOCKS            
     (Cost $755,950,154)                   (90.80%)        867,314,222
                                                         -------------


                                   INTEREST     PAR VALUE
                                     RATE    (000s OMITTED) 
                                   --------   ------------
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (10.27%)
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 2-15-23, and U.S. 
Treasury Notes, 6.250%, due 
01-31-02 thru 2-28-02) -- 
Note A                              5.38%       $98,127     98,127,000
Corporate Savings Account (0.00%)
Investors Bank & Trust Company 
Daily Interest Savings Account 
Current Rate 4.35%                                               1,226
                                                         -------------
TOTAL SHORT-TERM INVESTMENTS                     (10.27%)   98,128,226
                                          -------------  -------------
TOTAL INVESTMENTS                               (101.07%)  965,442,448
                                          -------------  -------------
OTHER ASSETS AND LIABILITIES, NET                 (1.07%)  (10,261,180) 
                                          -------------  -------------
TOTAL NET ASSETS                                (100.00%) $955,181,268
                                          =============  =============

*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.

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 Special Equities Fund (the "Fund") is a diversified open-
end management investment company registered under the Investment 
Company Act of 1940. The investment objective of the Fund is to seek 
growth of capital by investing in a diversified portfolio of equity 
securities consisting primarily of small-capitalization companies and 
companies in situations offering unusual or non-recurring opportunities.

The Trustees have authorized the issuance of multiple classes of shares 
of the Fund, designated as Class A, Class B and Class Y shares. 
Effective June 1, 1998, Class C shares were renamed Class Y shares. 
Effective December 8, 1998, the Board of Trustees have authorized the 
issuance of new Class C shares in 1999. 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 transaction. Aggregate cash balances are invested in one or 
more large 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 distributable 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. Interest income on 
investment securities is recorded on the accrual basis.

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.

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 a rate 
ranging from 0.070% to 0.075% per annum based on the average daily 
unused portion of the line of credit, is allocated among the 
participating funds. The Fund had no borrowing activity for the year 
ended October 31, 1998.

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) 0.85% of the 
first $250,000,000 of the Fund's average daily net asset value and 
(b) 0.80% of the Fund's average daily net asset value in excess 
of $250,000,000.

DiCarlo, Forbes and St. Pierre Advisors, LLC ("DFS") served as 
subadviser to the Fund pursuant to a subadvisory agreement with the Fund 
and the Adviser. The Adviser, not the Fund, paid all subadvisory fees. 
The Adviser paid DFS an annual fee of 0.25% of the average daily net 
assets of the Fund. DFS was terminated as subadviser to the Fund. 
DFS' service as subadviser to the Fund has ended.

The Fund has a distribution agreement with John Hancock Funds, Inc. ("JH 
Funds"), a wholly owned subsidiary of the Adviser. For the year ended 
October 31, 1998 net sales charges received with regard to sales of 
Class A shares amounted to $1,050,785. Out of this amount, $137,920 was 
retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $609,561 was paid as sales commissions to 
unrelated broker-dealers and $303,304 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 5.00% 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 year ended October 31, 1998, contingent deferred sales 
charges paid to JH Funds amounted to $5,532,949.

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 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 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. Class A and Class B shares pay transfer agent fees based on the 
number of shareholder accounts and certain out-of-pocket expenses. Class 
Y shares pay a monthly transfer agent fee equivalent to 0.10% of the 
average daily net assets of the Class Y shares of the Fund. 

The Fund has an agreement with the Adviser to perform necessary tax and 
financial management services for the Fund. The compensation for the 
year 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 trustees and/or officers of the Adviser and/or its 
affiliates, as well as trustees of the Fund. Effective July 1, 1998, Mr. 
DiCarlo resigned as trustee 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 $5,514.

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 year ended October 31, 1998, aggregated $1,494,228,475 and 
$2,188,474,806, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the year 
ended October 31, 1998.

The cost of investments owned at October 31, 1998 (excluding the 
corporate savings account) for federal income tax purposes was 
$857,250,395. Gross unrealized appreciation and depreciation of 
investments aggregated $175,136,551 and $66,945,724, respectively, 
resulting in net unrealized appreciation of $108,190,827.

NOTE D -
RECLASSIFICATION OF ACCOUNTS

During the year ended October 31, 1998, the Fund has reclassified 
amounts to reflect a decrease in accumulated net realized gain on 
investments of $222,770,065, a decrease in accumulated net investment 
loss of $21,424,169 and an increase in capital paid-in of $201,345,896. 
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 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 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 Special Equities Fund 

We have audited the accompanying statement of assets and liabilities, 
including the schedule of investments, of the John Hancock Special 
Equities Fund (the "Fund"), as of October 31, 1998, 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 five years in the 
period then ended. 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. Our procedures included 
confirmation of securities owned as of October 31, 1998, by 
correspondence with the custodian and brokers, or 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 Equities Fund at October 
31, 1998, 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 the financial highlights for each of the five years in the 
period then ended, 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 taxable distributions of the Fund during 
its fiscal year ended October 31, 1998.

The Fund has designated $222,774,452 as a capital gain dividend.


NOTES

John Hancock Funds - Special Equities Fund



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