HANCOCK JOHN SPECIAL EQUITIES FUND
N-30D, 1998-06-29
Previous: HANCOCK JOHN SPECIAL EQUITIES FUND, NSAR-A, 1998-06-29
Next: SEITEL INC, 11-K, 1998-06-29




                          John Hancock Funds

                          Special Equities 
                                Fund

                         SEMIANNUAL REPORT
  
                           APRIL 30, 1998


TRUSTEES
Edward J. Boudreau, Jr.
Dennis S. Aronowitz
Richard P. Chapman, Jr.*
William J. Cosgrove
Douglas M. Costle
Michael P. DiCarlo
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
Second 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

SUB-INVESTMENT ADVISER
DFS Advisors LLC
75 State Street
Boston, Massachusetts 02109

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

LEGAL COUNSEL
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109-1803



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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

During the last decade, investors have become used to seeing stock 
market returns averaging 15% or so each year. In the past three years, 
the stock market has treated us to a record run, producing annual
returns in excess of 20%.

After such a long and remarkable performance, many began this year 
wondering what the market would do for an encore in 1998. The answer 
so far has been more of the same. This achievement continues to 
bolster many investors' convictions that the market will produce these 
results forever, or, in the worst case, that market declines will 
always be short-lived. While the economy remains solid and the 
environment favorable, history and reason tell us it's a highly 
unlikely scenario. 

This doesn't mean we know what the market will do next, or that it's 
riding for a fall. But after such a run, even in this "new era" of 
strong economic growth with low inflation, we believe it would be wise 
for investors to set more realistic expectations. As we've said 
before, markets do indeed move in two directions, even though we've 
seen "up" much more than "down" recently. 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.

In addition to adjusting, or at least re-examining, expectations, now 
could also be a good time to review with your investment professional 
how your assets are diversified, perhaps with an eye toward a more 
conservative approach. Stocks, especially with their outsized gains of 
the last three years, might have grown to represent a larger piece of 
your portfolio than you had originally intended, given your 
objectives, time horizon and risk level. 

At John Hancock Funds, our goal is to help you reach your financial 
objectives and maintain wealth. One way we can do that is by helping 
you keep your feet on the ground as you pursue your dreams.

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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



[A 2" x 3" photo at bottom right of page of fund portfolio manager Michael P. 
DiCarlo.  Caption reads "Michael P. DiCarlo, Portfolio Manager".]

BY MICHAEL P. DICARLO, PORTFOLIO MANAGER

John Hancock 
Special Equities Fund

Small-stock rally cut short by Asian turmoil; large stocks still lead 
the way

The stock market kept moving ahead over the last six months, ignoring 
earnings disappointments and fears of fallout from Asia's woes. Strong 
economic growth and low interest rates helped keep the market on its 
record three-year path as it rose to new heights yet again, producing 
better results in six months than it has historically provided in an 
average year. The broad market as measured by the Standard & Poor's 
500 Stock Index advanced by 22% in the period. Small-company stocks, 
however, struggled in vain to keep up with their larger counterparts. 
As the period began last November, financial turmoil in Asia had just 
whipsawed small stocks. Concerns about Asia's impact on worldwide 
growth caused investors to flee the more volatile small-cap arena in 
droves and seek shelter in the larger, more liquid and secure blue-
chip names. It marked the end of a strong six-month small-cap rally 
and further solidified the trend of the last several years in which 
large-company stocks have been the place to be.

The market for small-cap stocks was extremely punishing to companies 
that missed earnings targets. Several mergers among brokerage firms 
that formerly tracked and made a market in small stocks compounded the 
problem. This shrinkage of the small-cap market caused trading 
difficulties in some stocks, constraining liquidity. The net effect 
for small stocks: underperformance and increased volatility. Small-cap 
growth funds that are particularly aggressive, like Special Equities, 
took the brunt of the blow, suffering more than their small-cap value 
counterparts, especially early in the period. 

"Small-
company 
stocks...
struggled 
in vain to 
keep up 
with their 
larger 
counterparts."

[Chart at the top of left hand column with the heading "Top Five Common Stock 
Holdings".  The chart lists five holdings:  1.) Chancellor Media 4.6%; 2.) 
Elan 3.7%; 3.) Uniphase 3.6%; 4.) Outdoor Systems 3.3% and 5.) EVI 3.3%.  A 
note below the chart reads "As a percentage of net assets on April 30, 
1998".]

The Fund remained in the doldrums during the period. For the six 
months ended April 30, 1998, the Fund's Class A and Class B shares 
posted total returns of 3.34% and 2.90%, respectively, at net asset 
value. Class C shares, which have been renamed Class Y shares to 
conform to industry standards, returned 3.54% at net asset value 
during the period. Keep in mind that your net asset value return will 
be different from this performance if you were not invested in the 
Fund for the entire period and did not reinvest all distributions. The 
Fund's results lagged its benchmarks and peers, falling short of the 
11.88% return of the broad-based Russell 2000 Index, the 9.95% return 
of the Russell 2000 Growth Index, which measures the performance of 
faster-growing small companies, and the 11.04% return of the average 
small-cap fund, according to Lipper Analytical Services, Inc.1 Longer-
term performance information can be found on pages seven and eight. 

Underperformance explained

As most shareholders know, the Fund has a long history of delivering 
competitive returns. The Fund's Class A shares posted an average 
annual return of 19.75% for the 10-year period ended April 30, 1998, 
besting 91% of the small-cap funds in Lipper's universe. However, it's 
been a different story over the last two years, with lagging returns 
and increased volatility. This has been a tremendous disappointment we 
humbly acknowledge. In this report we will identify why we think this 
happened and what is being done to try to return the Fund to its 
history as an outperformer. 

[Table at bottom of left hand column entitled "Scorecard".  The header for 
the left column is "Investment" and the header for the right column is 
"Recent Performance...and What's Behind the Numbers".  The first listing is 
Dura Pharmaceuticals followed by a down arrow with the phrase "Slowdown in 
sales".  The second listing is AOL followed by an up arrow and the phrase 
"Dominant Internet position; strong subscriber growth".  The third listing is 
Cendant followed by a down arrow and the phrase "News of accounting 
irregularities punishes stock".  A note below the table reads "See "Schedule 
of Investments."  Investment holdings are subject to change."]

Issue 1: Poor performance of some of our largest holdings. A number of 
the Fund's largest holdings have experienced significant difficulties 
recently. Cendant, an acquisition-driven conglomerate, was hammered 
after the discovery of accounting irregularities at a firm it merged 
with. Graham-Field Health, a medical product and services company, ran 
into unanticipated problems around a recent acquisition. Health-care 
company Dura Pharmaceuticals got hit by a slowdown in sales. We sold 
all three of these stocks since, despite some compelling fundamentals, 
we believe it will take time for each to work out its issues. 

Issue 2: Over-reliance on company fundamentals. On the face of it, 
this sounds like twisted logic since strict attention to fundamentals 
usually rewards investors. But what has become clear to us is that in 
today's hyper-volatile small-cap market, fundamentals don't always 
carry the day. Sometimes stocks go down because no one wants to own 
them, even if the companies are doing well. For many years, we have 
been successful following our four basic investment criteria: revenue 
and profit growth of at least 25% per year, the ability to self-
finance growth, domination in a marketplace or niche and management 
that is committed to enhancing shareholder value. We are still 
sticking to these criteria but in retrospect, we would have benefited 
from pulling the trigger sooner on some stocks. Over the long term, 
the evidence suggests that stock prices follow earnings. We continue 
to believe this, but we won't be as quick to underestimate the market 
realities that sometimes send stocks lower. 



[Bar chart at top of left hand column with the heading "Fund Performance".  
Under the heading is a note that reads "For the six months ended April 30, 
1998".  The chart is scaled in increments of 5% with 15% at the top and 0% at 
the bottom.  The first bar represents the 3.34% total return for John Hancock 
Special Equities Fund Class A.  The second bar represents the 2.90% total 
return for John Hancock Special Equities Fund Class B.  The third bar 
represents the 3.54% total return for John Hancock Special Equities Class Y* 
and the fourth bar represents the 11.04% 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. (1).  See pages seven and eight for historical performance 
information."  A footnote below the note reads "*Formerly Class C.  Change 
effective June 1, 1998."]


Issue 3: Over-concentration in top names. One result of sticking too 
long with some stocks was a decrease in portfolio turnover. With 
turnover decreased, we weren't refreshing the Fund with new stocks 
quickly enough. As a result, the Fund's top 10 holdings grew to be too 
large a portion of its overall assets. Historically, the top 10 stocks 
command about 35% of the Fund's net assets; last year that figure had 
gotten as high as 50%. What's more, the average number of shares we 
held in a company grew higher than our historical level, which also 
exacerbated the Fund's volatility. 

To rectify the situation, we began last year and continued during this 
period to sell a significant amount of our largest holdings and 
larger-cap companies, including Cendant and long-standing favorite 
America Online. AOL has been a stalwart performer for the Fund over 
the years since we bought it as a fledgling online service company at 
its initial public offering. But it has grown so big that we 
significantly pared it back.

Issue 4: Too few stocks. In recognition of the increased volatility 
for the small-cap market as a whole, and to broaden the Fund's 
exposure to the small-cap universe, we increased the number of Fund 
holdings from 71 six months ago to 90 by the end of April. Eventually, 
we intend to reach a target level of approximately 100 names. We 
believe this extra level of diversification will give us new 
opportunities and help dampen some of the Fund's recent swings. An 
example of a new addition we like a lot is Internet music retailer 
CDnow, which combines a strong, seasoned management team with a good 
business plan that taps into the broad universe of e-commerce.

"...we
continue to
maintain our
positive, but
cautious,
outlook."

Overall, the actions we have taken have already started to have the 
desired effect. By the end of the period, the Fund had fresher names, 
its top 10 holdings as a percentage of total net assets were back 
within the historical range, and the average number of shares we hold 
per company had also declined.

Outlook

We believe that the Fund is now better positioned to benefit from any 
subsequent small-cap stock rallies, given our revitalized sell 
discipline and a broader representation of small-company stocks in the 
portfolio. We will keep working hard to bring the Fund back to its 
longer-term level of top performance. 

As for small-company stocks, we continue to maintain our positive but 
cautious outlook. With low interest rates and a strong economy still 
in force, the environment remains good. After being out of favor for 
so long, despite periodic rallies, small-stock valuations as a group 
are still very compelling, as we have said many times before. We would 
love to be able to tell you that it's finally time for small stocks 
again, as it was in the first half of the 90s. But while the broad 
stock market continues its advance, it also remains punishing in 
pockets, and no one knows for sure when that will change. With fears 
of a market correction lingering from Asia's woes, the small-cap world 
could still remain turbulent in the near term. No matter what the market 
does, we will keep our eyes on our target -- fast growing small-company 
stocks whose stock prices reward investors for their earnings growth. 

- --------------------------------------------------------------------
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. 

1Figures 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 March 31, 1998

                                     ONE          FIVE         TEN
                                    YEAR         YEARS        YEARS
                                 ----------   ----------   ----------
Cumulative Total Returns           27.70%       108.89%       511.90%
Average Annual Total Returns       27.70%        15.87%        19.86%

CLASS B
For the period ended March 31, 1998

                                                              SINCE
                                     ONE          FIVE      INCEPTION
                                    YEAR         YEARS       (3/1/93)
                                 ---------     ---------   ----------
Cumulative Total Returns           28.43%       110.56%      123.14%
Average Annual Total Returns       28.43%        16.06%       17.11%

CLASS C*
For the period ended March 31, 1998
                                                              SINCE
                                                   ONE      INCEPTION
                                                  YEAR       (9/1/93)
                                                ---------  ----------
Cumulative Total Returns                         35.07%      95.60%
Average Annual Total Returns                     35.07%      15.78%

* 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 
Special Equities Fund, before sales charge, and is equal to $69,946 as of 
April 30, 1998.  The second line represents the value of the hypothetical 
$10,000 investment made in the Special Equities Fund, after sales charge, on 
October 31, 1987, and is equal to $66,449 as of April 30, 1998. The third 
line represents the Russell 2000 Index and is equal to $48,952 as of April 
30, 1998. The fourth line represents the Russell 2000 Growth Index and is 
equal to $41,147 as of April 30, 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 value of the 
Special Equities Fund, before sales charge, and is equal to $21,783 as of 
April 30, 1998.  The second line represents the value of the hypothetical 
$10,000 investment made in the Special Equities Fund, after sales charge, on 
March 1, 1993 and is equal to $21,683 as of April 30, 1998. The third line 
represents the Russell 2000 Index and is equal to $21,415 as of April 30, 
1998. The fourth line represents the Russell 2000 Growth Index and is equal 
to $21,417 as of April 30, 1998.]

[Line chart with the heading Special Equities 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 
Russell 2000 Index and is equal to $20,985 as of April 30, 1998. The second 
line represents the value of the Russell 2000 Growth Index and is equal to 
$19,174 as of April 30, 1998. The third line represents the value of the 
hypothetical $10,000 investment made in the Special Equities Fund, before 
sales charge, on September 1, 1993 and is equal to $19,033 as of April 30, 
1998.]

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



Financial Statements

John Hancock Funds - Special Equities Fund

The Statement of Assets and Liabilities is the Fund's balance sheet 
and shows the value of what the Fund owns, is due and owes on April 
30, 1998. You'll also find the net asset value and the maximum 
offering price per share as of that date.

<TABLE>
<CAPTION>

Statement of Assets and Liabilities
April 30, 1998 (Unaudited)
- ----------------------------------------------------------------------------------
<S>                                                                <C>
Assets:
Investments at value - Note C:
Common stocks (cost - $1,082,503,348)                               $1,523,494,769
Joint repurchase agreement (cost - $73,359,000)                         73,359,000
Short-term notes (cost - $53,543,742)                                   53,543,742
Corporate savings account                                                    6,941
                                                                    --------------
                                                                     1,650,404,452
Receivable for investments sold                                         35,485,071
Receivable for shares sold                                                 521,471
Interest receivable                                                         11,222
Other assets                                                                34,999
                                                                    --------------
Total Assets                                                         1,686,457,215
- ----------------------------------------------------------------------------------
Liabilities:
Payable for investments purchased                                       19,851,001
Payable for shares repurchased                                           2,128,259
Payable to John Hancock Advisers, Inc.
and affiliates - Note B                                                  1,740,045
Accounts payable and accrued expenses                                       96,414
                                                                    --------------
Total Liabilities                                                       23,815,719
- ----------------------------------------------------------------------------------
Net Assets:
Capital paid-in                                                        987,799,977
Accumulated net realized gain on investments                           247,061,420
Net unrealized appreciation of investments                             440,996,935
Accumulated net investment loss                                        (13,216,836)
                                                                    --------------
Net Assets                                                          $1,662,641,496
==================================================================================
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 - $752,107,738 / 27,654,435                                         $27.20
==================================================================================
Class B - $843,491,021 / 32,115,555                                         $26.26
==================================================================================
Class C(1) - $67,042,737 / 2,410,941                                        $27.81
==================================================================================
Maximum Offering Price Per Share*
Class A - ($27.20 x 105.26%)                                                $28.63
==================================================================================
*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. 
(1) Effective June 1, 1998, Class C shares were renamed Class Y shares.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

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

Statement of Operations
Six months ended April 30, 1998 (Unaudited)
- ----------------------------------------------------------------------------------
<S>                                                                 <C>
Investment Income:
Interest                                                                $1,819,055
Dividends                                                                  428,053
                                                                     -------------
                                                                         2,247,108
                                                                     -------------
Expenses: 
Investment management fee - Note B                                       6,991,828
Distribution and service fee - Note B 
Class A                                                                  1,136,667
Class B                                                                  4,407,979
Transfer agent fee - Note B                                              2,368,427
Financial services fee - Note B                                            153,063
Custodian fee                                                              142,094
Registration and filing fees                                                67,583
Printing                                                                    53,524
Trustees' fees                                                              49,955
Auditing fee                                                                22,817
Miscellaneous                                                               19,108
Legal fees                                                                   9,738
                                                                     -------------
Total Expenses                                                          15,422,783
- ----------------------------------------------------------------------------------
Net Investment Loss                                                    (13,175,675)
- ----------------------------------------------------------------------------------
Realized and Unrealized Gain on Investments:
Net realized gain on investments sold                                  259,286,654
Change in net unrealized appreciation/depreciation
of investments                                                        (189,875,754)
                                                                     -------------
Net Realized and Unrealized 
Gain on Investments                                                     69,410,900
- ----------------------------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations                                              $56,235,225
==================================================================================

See notes to financial statements.

</TABLE>



Financial Statements

John Hancock Funds - Special Equities Fund

<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                 SIX MONTHS ENDED
                                                                                               YEAR ENDED         APRIL 30, 1998
                                                                                            OCTOBER 31, 1997        (UNAUDITED)
                                                                                            ----------------      --------------
<S>                                                   <C>                <C>              <C>                      <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment loss                                                                             ($28,901,150)       ($13,175,675)
Net realized gain on investments sold                                                             14,736,245         259,286,654
Change in net unrealized appreciation/depreciation of investments                                150,858,729        (189,875,754)
                                                                                            ----------------      --------------
Net Increase in Net Assets Resulting from Operations                                             136,693,824          56,235,225
                                                                                            ----------------      --------------
From Fund Share Transactions - Net: *                                                           (269,581,490)       (256,889,403)
                                                                                            ----------------      --------------
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 $13,216,836, respectively)                                                     $1,863,295,674      $1,662,641,496
                                                                                            ================      ==============

* Analysis of Fund Share Transactions:


                                                                                                         SIX MONTHS ENDED
                                                                     YEAR ENDED                           APRIL 30, 1998
                                                                  OCTOBER 31, 1997                          (UNAUDITED)
                                                         ---------------------------------        ------------------------------
                                                            SHARES              AMOUNT              SHARES            AMOUNT
                                                         -----------        --------------        ----------      --------------
CLASS A
Shares sold                                              159,331,596        $3,736,259,803        39,174,207      $1,032,036,164
Less shares repurchased                                 (168,292,664)       (3,969,808,409)      (42,190,044)     (1,116,153,255) 
                                                         -----------        --------------        ----------      --------------
Net decrease                                              (8,961,068)        ($233,548,606)       (3,015,837)       ($84,117,091)
                                                         ===========        ==============        ==========      ==============
CLASS B
Shares sold                                               26,806,305          $621,229,331         2,344,831         $59,228,623
Less shares repurchased                                  (29,432,594)         (686,306,670)       (7,515,170)       (190,814,834)
                                                         -----------        --------------        ----------      --------------
Net decrease                                              (2,626,289)         ($65,077,339)       (5,170,339)      ($131,586,211) 
                                                         ===========        ==============        ==========      ==============
CLASS C(1)
Shares sold                                                1,863,540           $45,155,315           768,044         $20,623,145
Less shares repurchased                                     (682,739)          (16,110,860)       (2,247,309)        (61,809,246) 
                                                         -----------        --------------        ----------      --------------
Net increase (decrease)                                    1,180,801           $29,044,455        (1,479,265)       ($41,186,101)
                                                         ===========        ==============        ==========      ==============

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


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.

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: 
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      SIX MONTHS
                                                                                                                         ENDED
                                                                    YEAR ENDED OCTOBER 31,                             APRIL 30,
                                             --------------------------------------------------------------------        1998
                                               1993           1994           1995           1996           1997       (UNAUDITED)
                                             ---------      --------       --------       --------       --------      ---------

<S>                                         <C>            <C>            <C>            <C>             <C>          <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period           $10.99         $16.13         $16.11         $22.15         $24.53        $26.32
                                             --------       --------       --------       --------       --------      --------
Net Investment Loss(1)                          (0.20)         (0.21)         (0.18)         (0.22)         (0.29)        (0.15)
Net Realized and Unrealized Gain 
on Investments                                   5.43           0.19           6.22           3.06           2.08          1.03
                                             --------       --------       --------       --------       --------      --------
Total from Investment Operations                 5.23          (0.02)          6.04           2.84           1.79          0.88
                                             --------       --------       --------       --------       --------      --------
Less Distributions:
Distributions from Net Realized Gain on 
Investments Sold                                (0.09)            --             --          (0.46)            --            --
                                             --------       --------       --------       --------       --------      --------
Net Asset Value, End of Period                 $16.13         $16.11         $22.15         $24.53         $26.32        $27.20
                                             ========       ========       ========       ========       ========      ========
Total Investment Return at Net Asset 
Value(2)                                        47.83%         (0.12%)        37.49%         12.96%          7.30%         3.34%(5)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)     $296,793       $310,625       $555,655       $972,312       $807,371      $752,108
Ratio of Expenses to Average Net Assets          1.84%          1.62%          1.48%          1.42%          1.43%         1.42%(6)
Ratio of Net Investment Loss to Average 
Net Assets                                      (1.49%)        (1.40%)        (0.97%)        (0.89%)        (1.18%)       (1.16%)(6)
Portfolio Turnover Rate	                      33%            66%            82%            59%            41%           44%

CLASS B(3)
Per Share Operating Performance
Net Asset Value, Beginning of Period           $12.30         $16.08         $15.97         $21.81         $23.96        $25.52
                                             --------       --------       --------       --------       --------      --------
Net Investment Loss(1)                          (0.18)         (0.30)         (0.31)         (0.40)         (0.46)        (0.24)
Net Realized and Unrealized Gain on 
Investments                                      3.96           0.19           6.15           3.01           2.02          0.98
                                             --------       --------       --------       --------       --------      --------
Total from Investment Operations                 3.78          (0.11)          5.84           2.61           1.56          0.74
                                             --------       --------       --------       --------       --------      --------
Less Distributions:
Distributions from Net Realized Gain on 
Investments Sold                                   --             --             --          (0.46)            --            --
                                             --------       --------       --------       --------       --------      --------
Net Asset Value, End of Period                 $16.08         $15.97         $21.81         $23.96         $25.52        $26.26
                                             ========       ========       ========       ========       ========      ========
Total Investment Return at Net 
Asset Value(2)                                  30.73%(5)      (0.68%)        36.57%         12.09%          6.51%         2.90%(5)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)     $158,281       $191,979       $454,934       $956,374       $951,449      $843,491
Ratio of Expenses to Average Net Assets          2.34%(6)       2.25%          2.20%          2.16%          2.19%         2.18%(6)
Ratio of Net Investment Loss to Average 
Net Assets                                      (2.03%)(6)     (2.02%)        (1.69%)        (1.65%)        (1.95%)       (1.92%)(6)
Portfolio Turnover Rate                            33%            66%            82%            59%            41%           44%

See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>

Financial Highlights (continued)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      SIX MONTHS
                                                                                                                         ENDED
                                                                    YEAR ENDED OCTOBER 31,                             APRIL 30,
                                             --------------------------------------------------------------------        1998
                                               1993           1994           1995           1996           1997       (UNAUDITED)
                                             ---------      --------       --------       --------       --------      ---------

<S>                                         <C>            <C>            <C>            <C>             <C>          <C>
CLASS C(4)
Per Share Operating Performance
Net Asset Value, Beginning of Period            $14.90        $16.14         $16.20         $22.40         $24.91        $26.86
                                             ---------      --------       --------       --------       --------      --------
Net Investment Loss(1)                           (0.03)        (0.13)         (0.09)         (0.14)         (0.18)        (0.10)
Net Realized and Unrealized Gain 
on Investments                                    1.27          0.19           6.29           3.11           2.13          1.05
                                             ---------      --------       --------       --------       --------      --------
Total from Investment Operations                  1.24          0.06           6.20           2.97           1.95          0.95
                                             ---------      --------       --------       --------       --------      --------
Less Distributions:
Distributions from Net Realized Gain 
on Investments Sold                                 --            --             --          (0.46)            --            --
                                             ---------      --------       --------       --------       --------      --------
Net Asset Value, End of Period                 $16.14         $16.20         $22.40         $24.91         $26.86        $27.81
                                             =========      ========       ========       ========       ========      ========

Total Investment Return at Net 
Asset Value(2)                                   8.32%(5)       0.37%         38.27%         13.40%          7.83%         3.54%(5)
Ratios and Supplemental Data
Net Assets, End of Period (000s omitted)       $2,838         $7,123       $ 13,701       $ 67,498       $104,476      $ 67,043
Ratio of Expenses to Average Net Assets          1.45%(6)       1.11%          1.01%          1.03%          0.97%         0.97%(6)
Ratio of Net Investment Loss to Average 
Net Assets                                      (1.35%)(6)     (0.89%)        (0.50%)        (0.54%)        (0.73%)       (0.71%)(6)
Portfolio Turnover Rate                            33%            66%            82%            59%            41%           44%

(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) Class B shares commenced operations on March 1, 1993.

(4) Class C shares commenced operations on September 1, 1993. Effective June 1, 1998, Class C shares were renamed Class Y shares.

(5) Not annualized.

(6) Annualized.


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>



<TABLE>
<CAPTION>

Schedule of Investments
April 30, 1998 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------

The Schedule of Investments is a complete list of all securities owned by the Special Equities Fund on April 30, 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 represent the Fund's "cash" position, are listed last.

                                                                             MARKET
ISSUER, DESCRIPTION                                NUMBER OF SHARES           VALUE
- --------------------                               ----------------      -------------
<S>                                               <C>                   <C>
COMMON STOCKS
Advertising (3.34%)
Outdoor Systems, Inc.*                                1,750,000            $55,562,500
                                                                         -------------
Aerospace (0.75%)
Aviation Sales Co.*                                     350,000             12,468,750
                                                                         -------------

Broker Services (2.01%)
Hambrecht & Quist Group*                              1,000,000             33,437,500
                                                                         -------------

Business Services - Misc (5.23%)
AHL Services, Inc.*                                     116,000              3,958,500
Automobile Protection Corp.*                            400,000              5,400,000
Charles River Associates, Inc.*                           6,700                160,800
Cornell Corrections, Inc.*                              350,000              7,918,750
Correctional Services Corp.*                            300,000              4,781,250
Mac-Gray Corp.*                                         500,000              8,250,000
Personnel Group of America, Inc.*                       800,000             15,900,000
Pierce Leahy Corp.                                      700,000             20,212,500
Pre-Paid Legal Services, Inc.*                          350,000             13,234,375
RCM Technologies, Inc.*                                 300,000              7,200,000
                                                                         -------------
                                                                            87,016,175
                                                                         -------------
Chemicals (0.04%)
Schein Pharmaceutical, Inc.*                             25,500                624,750
                                                                         -------------
Computers (15.02%)
America Online, Inc.*                                   500,000             40,000,000
AXENT Technologies, Inc.*                               400,000             10,500,000
CBT Group PLC American Depositary
Receipts (ADR) (Ireland)*                               702,500             35,739,688
Complete Business Solutions, Inc.*                      730,000             24,956,875
Datastream Systems, Inc.*                               300,000              6,900,000
Fundtech Ltd.*                                           22,000                464,750
Harbinger Corp.*                                        750,000             27,281,250
IMNET Systems, Inc.                                     300,000              4,837,500
Infinium Software, Inc.*                                400,000              7,050,000
JDA Software Group, Inc.*                               185,100              9,359,119
Manhattan Associates, Inc.*                              12,800                289,600
QuickResponse Services, Inc.*                           300,000             14,100,000
Wang Laboratories, Inc. *                             1,500,000             40,500,000
Wind River Systems*                                     800,000             27,700,000
                                                                         -------------
                                                                           249,678,782
                                                                         -------------
Electronics (8.96%)
DSP Communications, Inc.*                             1,500,000             25,031,250
DuPont Photomasks, Inc.*                                190,900             10,356,325
Firearms Training Systems, Inc.*                        900,000              7,875,000
Photronics, Inc.*                                       222,100              8,189,938
QLogic Corp.*                                            66,500              2,959,250
Uniphase Corp.*                                       1,105,000             59,946,250
Vitesse Semiconductor Corp.*                            600,000             34,612,500
                                                                         -------------
                                                                           148,970,513
                                                                         -------------
Finance (2.83%)
Affiliated Managers Group, Inc.*                        500,000             18,562,500
Financial Federal Corp.*                                500,000             11,562,500
Medallion Financial Corp.                               565,300             16,888,337
                                                                         -------------
                                                                            47,013,337
                                                                         -------------
Food (1.12%)
American Italian Pasta Co. (Class A)*                   600,000             18,600,000
                                                                         -------------
Lasers - Systems/Components (0.50%)
Cymer, Inc.*                                            375,000              8,367,188
                                                                         -------------
Leisure (3.78%)
Family Golf Centers, Inc.*                              500,900             21,100,412
Premier Parks, Inc.*                                    616,700             34,303,937
Travel Services International, Inc.*                    200,000              7,375,000
                                                                         -------------
                                                                            62,779,349
                                                                         -------------
Media (7.66%)
Chancellor Media Corp.*                               1,600,000             75,900,000
Cox Radio, Inc. (Class A)*                              300,000             14,512,500
Jacor Communications, Inc.*                             650,000             36,968,750
                                                                         -------------
                                                                           127,381,250
                                                                         -------------
Medical (12.29%)
Advance Paradigm, Inc.*                                 256,000             10,208,000
AmeriPath, Inc.*                                        391,400              6,409,175
CareMatrix Corp.*                                       500,000             13,562,500
Elan Corp., PLC (ADR) (Ireland)*                      1,000,000             62,125,000
i-STAT Corp.*                                           570,000              7,267,500
Novoste Corp.*                                          400,000              9,900,000
PathoGenesis Corp.*                                     240,000              9,510,000
PharMerica, Inc.*                                       600,000              8,325,000
PhyMatrix Corp.*                                      1,150,000             11,571,875
ProMedCo Management Co.*                                300,000              3,750,000
Province Healthcare Co.*                                102,700              2,837,088
Universal Health Services, Inc. (Class B)*              872,200             50,206,012
Wesley Jessen VisionCare, Inc.*                         282,500              8,722,188
                                                                         -------------
                                                                           204,394,338
                                                                         -------------
Oil & Gas (4.34%)
EVI, Inc.*                                            1,019,100             54,267,075
Friede Goldman International, Inc.*                     446,400             17,967,600
                                                                         -------------
                                                                            72,234,675
                                                                         -------------
Real Estate Operations (1.99%)
Signature Resorts, Inc.*                                750,000             13,406,250
Silverleaf Resorts, Inc.*                               500,000             11,875,000
Trendwest Resorts, Inc.                                 400,000              7,800,000
                                                                         -------------
                                                                            33,081,250
                                                                         -------------
Retail (13.20%)
Abercrombie & Fitch Co. (Class A)*                      300,000             13,350,000
CDnow, Inc.*                                            650,000             20,800,000
Central Garden & Pet Co.*                             1,000,000             34,250,000
Cheesecake Factory, Inc (The)*                          635,000             16,033,750
Columbia Sportswear Co.*                                  7,000                148,750
Finish Line, Inc. (The)*                                400,000              9,900,000
Garden Ridge Corp.*                                     500,000              9,562,500
Guitar Center Inc.*                                     500,000             14,250,000
MSC Industrial Direct Co., Inc. (Class A)*              560,000             28,490,000
Party City Corp.*                                       400,000             11,100,000
Starbucks Corp.*                                      1,000,000             48,125,000
Trans World Entertainment Corp.*                        500,000             13,500,000
                                                                         -------------
                                                                           219,510,000
                                                                         -------------
Service (0.95%)
MemberWorks, Inc.*                                      515,000             15,836,250
                                                                         -------------
Telecommunications (6.56%)
Concentric Network Corp.*                               500,000             10,812,500
Corsair Communications, Inc.*                           500,000              9,250,000
e.spire Communications, Inc.*                           500,000              9,500,000
Esat Telecom Group PLC (ADR) (Ireland)*                 136,300              4,361,600
Innova Corp.*                                           400,000              6,850,000
Melita International Corp.*                             400,000              5,350,000
Metromedia Fiber Network, Inc. (Class A)*               350,000             10,806,250
Premiere Technologies, Inc.*                            500,000             15,937,500
STAR Telecommunications, Inc.*                        1,025,000             27,739,062
Telegroup, Inc.*                                        500,000              7,500,000
Teligent, Inc. (Class A)*                                30,000                881,250
                                                                         -------------
                                                                           108,988,162
                                                                         -------------
Textile (0.43%)
Guess ?, Inc.*                                        1,200,000              7,125,000
                                                                         -------------
Wire & Cable Products (0.63%)
AFC Cable Systems, Inc.*                                300,000             10,425,000
                                                                         -------------
TOTAL COMMON STOCKS 
(Cost $1,082,503,348)                                    (91.63%)        1,523,494,769
                                                      ---------          -------------

</TABLE>



<TABLE>
<CAPTION>
                                      INTEREST      PAR VALUE
ISSUER, DESCRIPTION                     RATE      (000s OMITTED) 
- -------------------                   --------    -------------
<S>                                  <C>         <C>
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (4.41%)
Investment in a joint repurchase 
agreement transaction with
Toronto Dominion Securities 
USA, Inc. - Dated 04-30-98, 
Due 05-01-98 (Secured by 
U.S. Treasury Bills, 4.86% 
and 5.27%, Due 06-18-98 
and 12-10-98, U.S. Treasury 
Bonds, 6.00% thru 13.25%, 
Due 05-15-14 thru 02-15-27 
and U.S. Treasury Notes, 
4.75% thru 9.25%, Due 
07-31-98 thru 05-15-06) 
- - Note A                                  5.50%         $73,359             73,359,000
                                                                         -------------

Short-Term Notes (3.22%)
American Express Credit Corp.,
due 05-14-98                              5.55%          $8,586             $8,568,792
Federal Home Loan Bank Disc Corp.,
due 05-08-98                              5.36           15,000             14,984,367
Heller Financial, Inc.,
due 05-01-98                              5.65           20,000             20,000,000
Heller Financial, Inc.,
due 05-07-98                              5.65           10,000              9,990,583
                                                                         -------------
TOTAL SHORT-TERM NOTES
(Cost $53,543,742)                                        (3.22%)           53,543,742
                                                                         -------------
</TABLE>


<TABLE>
<CAPTION>
                                                                            MARKET
ISSUER, DESCRIPTION                                                          VALUE
- -------------------                                                     --------------
<S>                                                                     <C>
Corporate Savings Account (0.00%)
Investors Bank & Trust Company
Daily Interest Savings Account
Current Rate 4.95%                                                              $6,941
                                                                        --------------
TOTAL SHORT-TERM INVESTMENTS                              (7.63%)          126,909,683
                                                  -------------         --------------
TOTAL INVESTMENTS                                        (99.26%)        1,650,404,452
                                                  -------------         --------------
OTHER ASSETS AND LIABILITIES, NET                         (0.74%)           12,237,044
                                                  -------------         --------------
TOTAL NET ASSETS                                        (100.00%)       $1,662,641,496
                                                  =============         ==============

* Non-income producing security.

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

See notes to financial statements.

</TABLE>



NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)
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 C shares. 
Effective June 1, 1998, Class C shares were renamed Class Y shares. 
The shares of each class represent an interest in the same portfolio 
of investments of the Fund and have equal rights to voting, redemptions, 
dividends and liquidation, except that certain expenses, subject to 
the approval of the Trustees, may be applied differently to each class 
of shares in accordance with current regulations of the Securities and 
Exchange Commission and the Internal Revenue Service. Shareholders of 
a class which bears distribution and service expenses under terms 
of a distribution plan have exclusive voting rights to that 
distribution plan.

Significant accounting policies of the Fund are as follows:

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

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued 
by the Securities and Exchange Commission, the Fund, along with 
other registered investment companies having a management contract 
with John Hancock Advisers, Inc. (the "Adviser"), a wholly owned 
subsidiary of The Berkeley Financial Group, 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's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all its taxable 
income, including any net realized gain on investments, to its 
shareholders. Therefore, no federal income tax provision is required. 
For federal income tax purposes, the Fund has $12,225,234 of capital 
loss carryforwards available, to the extent provided by regulations, 
to offset future net realized capital gains. If such carryforwards 
are used by the Fund, no capital gains distribution will be made. 
The carryforwards expire October 31, 2004. 

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 rates 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 
period ended April 30, 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, (the "subadviser")(DFS)
serves as subadviser to the Fund pursuant to a subadvisory agreement 
with the Fund and the Adviser. The Adviser, not the Fund, pays all 
subadvisory fees. The Adviser pays DFS an annual fee of 0.25% of 
the average daily net assets of the Fund.

The Fund has a distribution agreement with John Hancock Funds, Inc. 
("JH Funds"), a wholly owned subsidiary of the Adviser. For the period 
ended April 30, 1998 net sales charges received with regard to sales 
of Class A shares amounted to $676,710. Out of this amount, $106,359 
was retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $382,433 was paid as sales commissions 
to unrelated broker-dealers and $187,918 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 CDSC are paid to JH Funds and are used 
in whole or in part to defray its expenses for providing distribution 
related services to the Fund in connection with the sale of Class B 
shares. For the period ended April 30, 1998, contingent deferred sales 
charges paid to JH Funds amounted to $2,520,100.

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 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 C shares pay a monthly transfer agent fee equivalent of 0.10% of 
the average daily net assets of the Class C 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 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, Mr. Michael P. 
DiCarlo and Mr. Richard S. Scipione are trustees 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 April 30, 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 then obligations 
of the U.S. government and its agencies and short-term securities, 
during the period ended April 30, 1998, aggregated $734,219,097 and 
$1,111,872,393, respectively. There were no purchases or sales of 
obligations of the U.S. government and its agencies during the period 
ended April 30, 1998.

The cost of investments owned at April 30, 1998 (including the joint 
repurchase agreement) for federal income tax purposes was 
$1,209,406,090. Gross unrealized appreciation and depreciation of 
investments aggregated $515,780,724 and $74,789,303, respectively, 
resulting in net unrealized appreciation of $440,991,421.

NOTE D -
TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS
Affiliated issuers, as defined by the Investment Company Act of 1940, 
are those in which the Fund's holdings of an issuer represent 5% or 
more of the outstanding voting securities of the issuer. A summary 
of the Fund's transactions in the securities of these issuers during 
the period ended April 30, 1998 is set forth below.

<TABLE>
<CAPTION>

                                           Acquisitions           Dispositions
                                          ----------------------------------------
                               Beginning                                              Ending
                                 Share    Share               Share                   Share        Realized     Dividend     Ending 
Affiliate                       Amount    Amount    Cost      Amount      Cost        Amount       Gain (Loss)    Income      Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>      <C>        <C>      <C>          <C>            <C>          <C>          <C>
DSP Communications, Inc.      2,302,000     --       $--      802,000   $5,793,629  1,500,000(1)    $7,777,518      --        $--
Hvide Marine, Inc. (Class A)    700,000     --        --      700,000    8,400,000          -(2)     3,711,084      --         --
IMNET Systems, Inc.             500,000     --        --      200,000    5,948,442    300,000(1)    (2,788,583)     --         --
                                                   --------             ----------                  ----------   --------   --------
                                                     $--               $20,142,071                  $8,700,019     $--        $--
                                                   ========             ==========                  ==========   ========   ========

(1) As of April 30, 1998, no longer an affiliated issuer.

(2) As of April 30, 1998, no longer owned by Fund.

</TABLE>



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

101 Huntington Avenue, Boston, MA 02199-7603
1-800-225-5291  1-800-554-6713 (TDD)
Internet: www.jhancock.com/funds

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

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

A recycled logo in lower left hand corner with the caption "Printed on 
Recycled Paper."
                                                          180SA  4/98
                                                                 6/98




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission