HANCOCK JOHN TAX EXEMPT SERIES FUND
497, 1995-03-15
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<PAGE>
          John Hancock Pacific Basin Equities Fund, January 1, 1995
                 John Hancock Global Rx Fund, January 1, 1995
             John Hancock Tax-Exempt Series Fund, January 1, 1995

                 Supplement to Class A and Class B Prospectus


The  "Qualifying  for a Reduced  Sales  Charge"  section  under  SHARE  PRICE is
supplemented as follows:


    Effective March 15, 1995,  participant  directed defined  contribution plans
    with at least 100 eligible  employees  at the  inception of the Fund account
    may purchase  Class A shares of the Fund without an initial sales charge but
    if the shares are  redeemed  within 12 months  after the end of the calendar
    year in which the purchase was made, a contingent deferred sales charge will
    be imposed at the rate for Class A shares described in the prospectus.

March 15, 1995
<PAGE>
JOHN HANCOCK
TAX-EXEMPT SERIES
FUND --
CALIFORNIA PORTFOLIO
MASSACHUSETTS PORTFOLIO
NEW YORK PORTFOLIO

PROSPECTUS
JANUARY 1, 1995
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
                                                                            Page
                                                                            --
Expense Information ....................................................     2
The Fund's Financial Highlights ........................................     3
Investment Objective and Policies ......................................     6
Organization and Management of the Fund ................................    13
The Portfolios' Expenses ...............................................    14
Dividends and Taxes ....................................................    14
Performance ............................................................    16
How to Buy Shares ......................................................    17
Share Price ............................................................    19
How to Redeem Shares ...................................................    22
Additional Services and Programs .......................................    24

    This Prospectus sets forth information about John Hancock  Tax-Exempt Series
Fund (the  "Fund") and its series  portfolios,  the  California  Portfolio,  the
Massachusetts  Portfolio  and the New York  Portfolio  (each "a  Portfolio"  and
collectively   "the   Portfolios"),   that  an   investor   should  know  before
investing.Please read and retain it for future reference.


    Additional information about the Fund and the Portfolios has been filed with
the Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Statement of Additional Information,  dated January 1, 1995, and incorporated by
reference  into this  Prospectus,  free of charge  upon  request  by  writing or
telephoning:  John Hancock Investor Services Corporation, P.O. Box 9116, Boston,
Massachusetts 02205-9116, 1-800-225-5291, (1-800-554-6713 TDD).


    SHARES OF THE FUND ARE NOT  DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED  OR
ENDORSED BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.


<PAGE>

EXPENSE INFORMATION
    The purpose of the following  information  is to help you to understand  the
various fees and expenses  that you will bear  directly or  indirectly  when you
purchase  shares of the Portfolios.  The operating  expenses are based on actual
expenses for each  Portfolio's  fiscal year ended  August 31, 1994,  adjusted to
reflect current fees and expenses. Actual fees and expenses may in the future be
greater or less than those indicated.

<TABLE>
<CAPTION>

                                                        CALIFORNIA      MASSACHUSETTS      NEW YORK
                                                        PORTFOLIO         PORTFOLIO       PORTFOLIO
                                                      --------------  -----------------  ------------
<S>                                                       <C>               <C>             <C>  
SHAREHOLDER TRANSACTION EXPENSE
Maximum sales charge imposed on purchases (as a
  percentage of offering price) ....................      4.50%             4.50%           4.50%
Maximum sales charge imposed on reinvested 
  dividends  .......................................       None             None             None
Maximum deferred sales load** ......................       None             None             None
Redemption fees+ ...................................       None             None             None
Exchange fee .......................................       None             None             None
ANNUAL PORTFOLIO OPERATING EXPENSES
  (As a percentage of average net assets)
Management fees (after expense limitation) .........       .17%              .15%            .14%
12b-1 fee*** .......................................       .30%              .30%            .30%
Other expenses* (after expense limitation) .........       .23%              .25%            .26%
Total Portfolio operating expenses* (after expense
  limitation) ......................................       .70%              .70%            .70%
- ---------
</TABLE>

  *Expenses reflect a voluntary  limitation by the Fund's Adviser.  Without this
   limitation,  the expense  categories  as a  percentage  of average net assets
   would be: California  Portfolio:  management fee -- 0.50%;  other expenses --
   0.23%;  and  total  Portfolio  operating  expenses  --  1.03%;  Massachusetts
   Portfolio:  management  fee --  0.50%;  other  expenses  -- 0.25%  and  total
   Portfolio operating expenses -- 1.05%; New York Portfolio:  management fee --
   0.50%;  other  expenses -- 0.26% and total  Portfolio  operating  expenses --
   1.06%.


 **No sales  charge is  payable at the time of  purchase  on  investments  of $1
   million or more, but for these investments a contingent deferred sales charge
   may be imposed, as described under the caption "Share Price," in the event of
   certain redemption transactions within one year of purchase.


***The  amount  of the 12b-1 fee used to cover  service  expenses  will be up to
   0.25% of average net assets,  and the remaining portion will be used to cover
   distribution expenses. See "The Portfolios" Expenses."

  +Redemption by wire fee (currently $4.00) not included.


<TABLE>
<CAPTION>
                       EXAMPLE                            1 YEAR      3 YEARS      5 YEARS      10 YEARS
                       -------                            ------      -------      -------      --------
<S>                                                       <C>         <C>          <C>          <C>   

This example  illustrates the expenses you would incur on a $1,000 investment in
  each of the Portfolios over the following periods,  assuming a hypothetical 5%
  annual rate of return and a voluntary 0.7%
  expense limitation .................................      $52          $66          $82          $128
</TABLE>
 
(This example  should not be  considered a  representation  of future  expenses;
actual expenses may be greater or less than those shown.)

    The  Fund's  payment  of a  distribution  fee  may  result  in  a  long-term
shareholder  indirectly paying more than the economic  equivalent of the maximum
front-end sales charge  permitted  under the National  Association of Securities
Dealers Rules of Fair Practice.

    The management and 12b-1 fees referred to above are more fully  explained in
this  Prospectus  under  the  section  "The  Portfolios"  Expenses"  and  in the
Statement of Additional  Information under the captions "Investment Advisory and
Other Services" and "Distribution Contract."


<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
    The  following  information  has  been  audited  by the  Fund's  independent
accountants,  Price  Waterhouse  LLP,  whose  unqualified  report on the  Fund's
financial statements and financial highlights for the year ended August 31, 1994
is  included  in the  Annual  Report  which  is  included  in the  Statement  of
Additional Information ("SAI") for each Portfolio. Further information about the
performance of the Fund is contained in the Fund's Annual Report to shareholders
which may be  obtained  free of charge by writing or  telephoning  John  Hancock
Investor Services Corporation,  at the address or telephone number listed on the
front page of this Prospectus.

CALIFORNIA PORTFOLIO
    Selected data for a Fund share outstanding throughout each period indicated,
investment returns, key ratios and supplemental data are listed as follows:

<TABLE>
<CAPTION>

                                                                   YEAR ENDED AUGUST 31,
                           -------------------------------------------------------------------------------------------------------
                               1994           1993           1992           1991           1990           1989          1988<F3>
                               ----           ----           ----           ----           ----           ----          -------
<S>                            <C>            <C>            <C>            <C>            <C>            <C>           <C>     
Net Asset Value,
  Beginning of Year            $12.36         $11.68         $11.25         $10.72         $10.93         $10.36        $ 9.91
                               ------         ------         ------         ------         ------         ------        ------
Net Investment Income<F2>        0.62           0.67           0.70           0.70           0.67           0.68          0.61

Net Realized and Unrealized
 Gain (Loss) on Investments     (0.76)          0.82           0.43           0.53          (0.21)          0.57          0.45
                               ------         ------         ------         ------         ------         ------        ------
Total from Investment
  Operations                    (0.14)          1.49           1.13           1.23           0.46           1.25          1.06
                               ------         ------         ------         ------         ------         ------        ------
  Dividends from Net
    Investment Income           (0.62)         (0.67)         (0.70)         (0.70)         (0.67)         (0.68)        (0.61)
                               ------         ------         ------         ------         ------         ------        ------
  Distributions from Net
    Realized Gain on
    Investments Sold            (0.22)         (0.14)        --             --             --             --             --
Total Distributions             (0.84)         (0.81)         (0.70)         (0.70)         (0.67)         (0.68)        (0.61)
                               ------         ------         ------         ------         ------         ------        ------
Net Asset Value,
  End of Year                  $11.38         $12.36         $11.68         $11.25         $10.72         $10.93        $10.36
                               ======         ======         ======         ======         ======         ======        ======
Total Investment Return
 at Net Asset Value<F5>        (1.13%)        13.36%         10.34%         11.83%          4.24%         12.32%         9.99%<F1>
                               ------         ------         ------         ------         ------         ------        ------

RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period
  (000's omitted)             $49,042        $47,624        $33,896        $25,914        $13,618        $10,682        $5,018
Ratio of Expenses to Average
 Net Assets<F2>                 0.70%          0.67%          0.60%          0.60%          1.00%          1.00%         1.00%<F1>
Ratio of Net Investment
  Income to Average Net
  Assets<F2>                    5.27%          5.62%          6.09%          6.35%          6.11%          6.11%         6.26%<F1>
Portfolio Turnover Rate           38%            93%            50%             7%             2%             0%           10%
Ratio of Adjusted Expenses to
  Average Net Assets(a)         1.26%          1.55%          1.64%          1.72%          1.57%          1.39%         3.92%<F1>
Ratio of Adjusted Net 
  Investment Income to
  Average Net Assets<F4>        4.71%          4.74%          5.05%          5.23%          5.54%          5.87%         3.34%<F1>
- ---------



<FN>

<F1>On an annualized basis.

<F2>Reflects expense limitations in effect during the years. As a result of such
    limitations,  expenses of the Portfolio for the years ended August 31, 1994,
    1993, 1992, 1991, 1990, 1989, and 1988 reflect  reductions of $0.07,  $0.10,
    $.12, $.12, $.06, $.10 and $.29, respectively.

<F3>For the period from the date shares of beneficial  interest  were  initially
    sold to the public which was September 9, 1987.

<F4>Percentages  on an  unreimbursed  basis  reflect  what the  actual  ratio of
    expenses  to average  net assets and the ratio of net  investment  income to
    average net assets would have been.

<F5>Does not reflect sales charge.

</TABLE>


<PAGE>
MASSACHUSETTS PORTFOLIO

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

<TABLE>
<CAPTION>

                                                                       YEAR ENDED AUGUST 31,
                               -----------------------------------------------------------------------------------------------------
                                    1994           1993           1992           1991          1990          1989        1988<F3>
                                    ----           ----           ----           ----          ----          ----       --------
<S>                                 <C>           <C>             <C>            <C>           <C>           <C>         <C>
Net Asset Value, Beginning of Year  $12.43         $11.75         $11.15         $10.63        $10.94        $10.63      $10.00
                                    ------         ------         ------         ------        ------        ------      ------
Net Investment Income<F2>             0.63           0.67           0.71           0.73          0.69          0.70        0.65
Net Realized and Unrealized Gain
  (Loss) on Investments              (0.75)          0.82           0.60           0.53         (0.31)         0.31        0.63
                                    ------         ------         ------         ------        ------        ------      ------
Total from Investment Operations     (0.12)          1.49           1.31           1.26          0.38          1.01        1.28
                                    ------         ------         ------         ------        ------        ------      ------
Less Distributions:
  Dividends from Net Investment
    Income                           (0.63)         (0.67)         (0.71)         (0.73)        (0.69)        (0.70)      (0.65)
                                    ------         ------         ------         ------        ------        ------      ------
  Distributions from Net
    Realized Gain on
    Investments Sold                 (0.12)         (0.14)           --           (0.01)        --            --          --

Total Distributions                  (0.75)         (0.81)         (0.71)         (0.74)        (0.69)        (0.70)      (0.65)
                                    ------         ------         ------         ------        ------        ------      ------
Net Asset Value, End of Year        $11.56         $12.43         $11.75         $11.15        $10.63        $10.94      $10.63
                                    ======         ======         ======         ======        ======        ======      ======
Total Investment Return at Net
  Asset Value<F5>                   (0.97%)        13.29%         12.11%         12.10%         3.49%         9.67%      13.13%<F1>
                                    ------         ------         ------         ------        ------        ------      ------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period 
   (000's omitted)                 $54,122        $50,019        $29,113        $15,015        $9,968        $9,138      $4,757
Ratio of Expenses to Average
   Net Assets<F2>                     0.70%          0.67%          0.60%          0.60%         1.00%         1.00%       1.00%<F1>
Ratio of Net Investment Income
  to Average Net Assets<F2>           5.28%          5.61%          6.18%          6.64%         6.31%         6.35%       6.28%<F1>
Portfolio Turnover Rate                 29%            79%            56%            29%            2%            2%         20%
Ratio of Adjusted Expenses to
  Average Net Assets<F4>              1.23%          1.58%          1.78%          2.04%         1.77%         1.51%       3.75%<F1>
Ratio of Adjusted Net Investment
  Income to Average Net Assets<F4>    4.75%          4.70%          5.00%          5.20%         5.54%         5.84%       3.53%<F1>
- ---------
<FN>
<F1>On an annualized basis.

<F2>Reflects expense  limitations in effect during the years. As a result of such  limitations,  expenses of the Portfolio for the
    years ended August 31, 1994, 1993,  1992, 1991, 1990, 1989, and 1988 reflect  reductions of $.06, $.11, $.14, $.16, $.08, $.11
    and $.28, respectively.

<F3>For the period from the date shares of beneficial interest were initially sold to the public which was September 3, 1987.

<F4>Percentages  on an  unreimbursed  basis  reflect  what the actual ratio of expenses to average net assets and the ratio of net
    investment income to average net assets would have been.

<F5>Does not reflect sales charge.
</TABLE>



<PAGE>
NEW YORK PORTFOLIO
    Selected data for a Fund share outstanding throughout each period indicated,
investment returns, key ratios and supplemental data are listed as follows:


<TABLE>
<CAPTION>
                                                                      YEAR ENDED AUGUST 31,
                             ------------------------------------------------------------------------------------------------------
                                  1994           1993           1992           1991           1990           1989         1988<F3>
                                  ----           ----           ----           ----           ----           ----         -------
<S>                                <C>            <C>            <C>            <C>            <C>           <C>          <C>   
Net Asset Value, Beginning 
  of Year                          $12.63         $11.90         $11.29         $10.74         $11.01        $10.48       $10.00
                                   ------         ------         ------         ------         ------        ------       ------
Net Investment Income<F2>            0.64           0.68           0.72           0.72           0.67          0.68         0.61
Net Realized and Unrealized Gain
  (Loss) on Investments             (0.77)          0.87           0.63           0.55          (0.25)         0.55         0.48
                                   ------         ------         ------         ------         ------        ------       ------
Total from Investment  Operations   (0.13)          1.55           1.35           1.27           0.42          1.23         1.09
                                   ------         ------         ------         ------         ------        ------       ------
  Dividends from Net
   Investment Income                (0.64)         (0.68)         (0.72)         (0.72)         (0.67)        (0.68)       (0.61)
                                   ------         ------         ------         ------         ------        ------       ------
  Distributions from Net Realized
   Gain on Investments Sold         (0.13)         (0.14)         (0.02)        --              (0.02)        (0.02)       --
Total Distributions                 (0.77)         (0.82)         (0.74)         (0.72)         (0.69)        (0.70)       (0.61)
                                   ------         ------         ------         ------         ------        ------       ------
Net Asset Value, End of Year       $11.73         $12.63         $11.90         $11.29         $10.74        $11.01       $10.48
                                   ======         ======         ======         ======         ======        ======       ======
Total Investment Return at Net
  Asset Value<F5>                  (1.05%)        13.70%         12.17%         12.24%          3.74%        11.87%       11.40%<F1>
                                   ------         ------         ------         ------         ------        ------        ------

RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of Period
 (000's omitted)                  $55,690        $52,444        $33,806        $20,878        $13,357        $8,795       $4,306
Ratio of Expenses to Average
  Net Assets<F2>                     0.70%          0.67%          0.60%          0.60%          1.00%         1.00%       1.00%<F1>
Ratio of Net Investment Income
  to Average Net Assets<F2>          5.28%          5.63%          6.22%          6.57%          6.17%         6.30%       6.11%<F1>
Portfolio Turnover Rate                23%            56%            48%            12%            10%           10%         16%
Ratio of Adjusted Expenses to
  Average Net Assets<F4>             1.23%          1.54%          1.68%          1.82%          1.69%         1.65%       4.84%<F1>
Ratio of Adjusted   Net Investment
  Income to Average Net Assets<F4>   4.75%          4.76%          5.14%          5.35%          5.48%         5.65%       2.26%<F1>
- ---------

<FN>
<F1>On an annualized basis.

<F2>Reflects expense  limitations in effect during the years. As a result of such  limitations,  expenses of the Portfolio for the
    years ended August 31, 1994, 1993,  1992, 1991, 1990, 1989, and 1988 reflect  reductions of $.06, $.11, $.13, $.13, $.08, $.13
    and $.38, respectively.

<F3>For the period from the date shares of beneficial interest were initially sold to the public which was September 11, 1987.

<F4>Percentages  on an  unreimbursed  basis  reflect  what the actual ratio of expenses to average net assets and the ratio of net
    investment income to average net assets would have been.

<F5>Does not reflect sales charge.

</TABLE>



<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

THE PORTFOLIOS  SEEK TO PROVIDE INCOME THAT IS EXCLUDABLE FROM FEDERAL AND STATE
TAX.

The investment  objective of the Portfolios is to provide current income that is
excludable  from gross  income for  Federal  income tax  purposes  and,  for the
California, Massachusetts and New York Portfolios, respectively, is, exempt from
the personal income tax of California,  Massachusetts and New York, and from New
York City personal  income  taxes.  The  Portfolios  seek to provide the maximum
level of tax exempt  income that is  consistent  with  preservation  of capital.
There  is no  assurance  that  the  Portfolios  will  achieve  their  investment
objective.

As a fundamental  policy,  at least 80% of each Portfolio's net assets (taken at
market  value)  will  consist  of  municipal  bonds and  notes  and  other  debt
instruments,  whose interest is excludable  from Federal gross income and exempt
from the personal income tax of California,  Massachusetts or New York State and
New York City, as the case may be ("Tax-Exempt Bonds").

From time to time, however, limited availability of these obligations may result
from market conditions.  As a temporary  defensive posture, a Portfolio may seek
to invest its assets in debt securities whose interest is excludable for Federal
income tax purposes during these periods,  but not  necessarily  exempt from the
personal  income tax of the  applicable  State and New York City, and subject to
the possible application of alternative minimum taxes.

When John Hancock  Advisers,  Inc. (the "Adviser")  determines that  unfavorable
investment  conditions warrant a temporary defensive posture, each Portfolio may
invest up to 50% of its net assets in cash or in short-term  obligations  issued
or guaranteed by the U.S. Government,  its agencies or instrumentalities,  or in
commercial paper and bank obligations (as limited below). Dividends derived from
interest earned on these  obligations  generally are taxable to shareholders for
Federal  purposes.  They may also be taxable for state and local purposes unless
treated as derived from interest on direct  obligations  of the U.S.  Government
under the laws of certain states, including California and Massachusetts.

Municipal bonds generally are classified as either general  obligation  bonds or
revenue bonds.  General  obligation  bonds are backed by the credit of an issuer
having  taxing  power and are payable  from the  issuer's  general  unrestricted
revenues.  Their  payment  may  depend  on  an  appropriation  of  the  issuer's
legislative body. Revenue bonds, by contrast, are payable only from the revenues
derived from a particular  project,  facility or a specific revenue source. They
are not generally payable from the unrestricted revenues of the issuer.

Municipal notes include tax anticipation notes, bond anticipation notes, revenue
anticipation notes, and project notes.

Municipal  commercial paper obligations are unsecured promissory notes issued by
municipalities to meet short-term credit needs.

All of the investments of each Portfolio will be made in:

(1) Tax-exempt bonds which are rated A or better by Standard & Poor's Ratings
    Group ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's")
    or Fitch Investors Services, Inc. ("Fitch"). Alternatively, the bonds may
    be unrated but considered by the Adviser to be of comparable quality, and
    issued by issuers which have other securities rated not lower than A by
    Standard & Poor's, Moody's or Fitch.

(2) Tax-exempt  bonds which are rated BBB or BB by Standard & Poor's,  Baa or Ba
    by Moody's or BBB or BB by Fitch, or which are unrated but are considered by
    the Adviser to be of  comparable  quality.  Not more than  one-third  of the
    Portfolio's  total  assets will be invested in such  tax-exempt  bonds rated
    lower than A or determined to be of comparable quality.

(3) Notes of issuers having an issue of outstanding  tax-exempt  bonds rated not
    lower than A by Standard & Poor's,  Moody's or by Fitch,  or notes which are
    guaranteed  by the U.S.  Government  or rated  MIG-1 or MIG-2 by  Moody's or
    unrated  notes  which are  determined  to be of  comparable  quality  by the
    Adviser.

(4) Obligations  issued or  guaranteed by the U.S.  Government,  its agencies or
    instrumentalities.  Some obligations  issued by an agency or instrumentality
    may be  supported  by the full faith and credit of the U.S.  Treasury  while
    others may be supported only by the credit of the particular  Federal agency
    or instrumentality.

(5)  Commercial paper which is rated A-1 or A-2 by Standard & Poor's,  P-1 or P-
     2 by  Moody's,  or at least F-1 by  Fitch,  or which is not  rated,  but is
     considered by the Adviser to be of comparable quality; obligations of banks
     with $1 billion of assets and cash equivalents,  including  certificates of
     deposit,  bankers acceptances and repurchase agreements.  Ratings of A-2 or
     P-2 on  commercial  paper  indicate a strong  capacity for timely  payment,
     although  the  relative  degree  of  safety  is not as high  as for  issues
     designated A-1 or P-1.

The Portfolio may invest in certain  types of  tax-exempt  bonds whose  interest
income may be treated as a tax  preference  item under the  Federal  alternative
minimum tax. The Portfolios will not include  tax-exempt  bonds  generating this
income for purposes of measuring compliance with the 80% fundamental  investment
policy described above.

Debt  obligations  rated in the lower rating  categories,  or which are unrated,
involve  greater price  volatility and risk of loss of principal and income.  In
addition,  the issuer of lower rated debt  obligations  may have more difficulty
making  principal and interest  payments in adverse  financial  conditions.  The
market  price and  liquidity  of lower rated  securities  generally  responds to
short-term  market  developments  to a  greater  extent  than for  higher  rated
securities,  because  these  developments  are  perceived  to have a more direct
relationship to the issuer's ability to meet its ongoing debt obligations. Bonds
rated BB or Ba are generally referred to as junk bonds. See "Appendix."

The Fund has registered as a "non-diversified" investment company permitting the
Adviser  to  invest  more  than  5% of  the  assets  of  each  Portfolio  in the
obligations  of  any  one  issuer.  Since  a  relatively  high  percentage  of a
Portfolio's  assets may be invested in the  obligations  of a limited  number of
issuers,  the value of Portfolio  shares may be more  susceptible  to any single
economic,  political or regulatory  event than would the shares of a diversified
investment company.



THE FUND MAY EMPLOY CERTAIN INVESTMENT STRATEGIES TO HELP ACHIEVE ITS INVESTMENT
OBJECTIVE.

RESTRICTED SECURITIES.  The Fund may purchase restricted  securities,  including
those eligible for resale to "qualified  institutional  buyers" pursuant to Rule
144A under the Securities Act of 1933 (the  "Securities  Act").  These purchases
are subject to a fundamental  restriction  limiting all illiquid securities held
by the Fund to not more than 10% of the  Portfolio's  net assets.  The  Trustees
will carefully monitor the Fund's investments in Rule 144A securities,  focusing
on  certain  factors,   including  valuation,   liquidity  and  availability  of
information. Investing in Rule 144A securities could have the effect of reducing
the level of liquidity in the Fund, to the extent that  qualified  institutional
buyers lose interest in purchasing these securities for a time.

REPURCHASE  AGREEMENTS.  In a repurchase agreement,  a Portfolio buys a security
subject  to the right and  obligation  to sell it back to the seller at a higher
price. These transactions must be fully collateralized at all times, but involve
some credit risk to the Portfolio if the other party  defaults on its obligation
and the Portfolio is delayed in or prevented from liquidating the collateral.

WHEN-ISSUED  SECURITIES.  Purchasing tax-exempt bonds on a when-issued basis may
increase a Portfolio's  overall investment  exposure and involves a risk of loss
if the value of the securities declines before the settlement date.

SHORT-TERM  TRADING.  Short-term  trading might be utilized to take advantage of
market developments, yield disparities and variations in the creditworthiness of
issuers.  A high  turnover  rate  involves  greater  transaction  expenses  to a
Portfolio,  and could involve a higher  proportion of short-term  capital gains,
distributions  of which are taxable to  shareholders  at ordinary  income rates.
Portfolio  turnover  rates  are  shown  in the  section  "The  Fund's  Financial
Highlights."

VARIABLE AND FLOATING RATE OBLIGATIONS.  A Portfolio may invest in variable rate
and floating rate  obligations,  whose interest  payments may fluctuate based on
changes in market rates. The interest rates payable on variable rate obligations
are adjusted at designated  periodic  intervals.  The interest rates on floating
rate obligations are adjusted  whenever there is a change in the market interest
rate on which the obligation's interest is based.

FINANCIAL FUTURES CONTRACTS.  A Portfolio may buy and sell futures contracts and
options on futures  contracts to hedge against changes in securities  prices and
interest  rates or for  speculative  purposes.  A  Portfolio's  ability to hedge
successfully  through futures  transactions will depend on the Adviser's ability
to predict  accurately  the future  direction of interest rate changes and other
market  factors.  There is no  assurance  that a liquid  market for  futures and
options will always  exist.  In addition,  a Portfolio  could be prevented  from
opening or realizing  the benefits of closing out a futures or options  position
because  of  position   limits  or  exchange   imposed  limits  on  daily  price
fluctuations.  The potential loss incurred by a Portfolio in writing  options on
futures is unlimited and may exceed the premium received.

All of the  Portfolios'  futures  contracts and options will be traded on a U.S.
commodity  exchange or board of trade.  A Portfolio will not engage in a futures
or  related   option   transaction,   except  for  closing   purchase  and  sale
transactions,  if immediately thereafter the sum of the amount of initial margin
deposits on the  Portfolio's  outstanding  speculative  positions in futures and
related  options,  plus the amount of premiums paid for  outstanding  options on
futures, exceeds 5% of the market value of the Portfolio's net assets.

THE PORTFOLIOS FOLLOW CERTAIN POLICIES WHICH MAY HELP REDUCE INVESTMENT RISK.

The Portfolios have adopted certain  fundamental  investment  restrictions which
are  detailed  in the  Statement  of  Additional  Information.  The  Portfolios'
investment  objective and  restrictions  are  fundamental and may not be changed
without shareholder approval.

BROKERS ARE CHOSEN BASED ON BEST PRICE AND EXECUTION.

When  choosing  brokerage  firms to  carry  out  each  Portfolio's  transactions
involving a broker, the Adviser gives primary  consideration to execution at the
most favorable prices, taking into account the broker's professional ability and
quality of service.  Consideration  may also be given to the  broker's  sales of
Portfolio shares. Pursuant to procedures determined by the Trustees, the Adviser
may place  securities  transactions  with brokers  affiliated  with the Adviser.
These brokers include Tucker Anthony Incorporated and Sutro & Company, Inc. They
are indirectly  owned by John Hancock Mutual Life  Insurance  Company,  which in
turn indirectly owns the Adviser.

THE STATE PORTFOLIOS: CONSIDERATIONS AND RISKS

CALIFORNIA  PORTFOLIO.   The  California  Portfolio's  ability  to  achieve  its
investment  objective  depends on the ability of the issuers of tax-exempt bonds
of  California  and  its  political  subdivisions,   municipalities,   agencies,
instrumentalities or public authorities  ("California tax-exempt bonds") to meet
their continuing obligations for the payment of principal and interest.

In 1978, California passed Proposition 13, limiting the level of property taxes.
This and subsequent  legislation  limiting  taxation and spending may affect the
creditworthiness  of the  state or  local  agencies  in the  future.  If  either
California  or any of its  local  governmental  entities  is  unable to meet its
financial obligations,  the income derived by the Portfolio, the Portfolio's net
asset value, the Portfolio's ability to preserve or realize capital appreciation
or the Portfolio's liquidity could be adversely affected.

On December 7, 1994, Orange County, California (the "County"), together with its
pooled investment fund (the "Fund"), filed for protection under Chapter 9 of the
federal  Bankruptcy  Code.  This filing  occured after reports that the Fund had
suffered  significant market losses in its investments caused a liquidity crisis
for the Fund and the County.  Approximately 180 other public entities,  most but
not all located in the County,  were also depositors in the Fund. As of December
13, 1994,  the County  indicated that the Fund had lost about 27% of its initial
deposits  of around $7.4  billion.  The County may suffer  further  losses as it
sells  investments  to  restructure  the Fund.  Many of the entities  which kept
moneys in the Fund,  including  the County,  are facing  cash flow  difficulties
because of the  bankruptcy  filing and may be  required  to reduce  programs  or
capital projects.  The County and some of these entities have, and others may in
the future,  default in payment of their  obligations.  Moody's  and  Standard &
Poor's have suspended,  reduced to below investment  grade levels,  or placed on
"Credit Watch" various  securities of the County and the entities  participating
in the Fund.

The State of California  has no obligation  with respect to any  obligations  or
securities of the County or any of the other  participating  entities,  although
under  existing  legal  precedents,  the State may be  obligated  to ensure that
school districts have sufficient funds to operate.

The  recession  starting in mid-1990  was the deepest and longest in  California
since the 1930's,  and caused a sharp drop in State revenues.  As a result,  the
State  accumulated a budget deficit of almost $3 billion at its peak at June 30,
1992.  Each  budget  in the last  four  years  has  required  the  Governor  and
Legislature  to  undertake  multibillion  dollar  cuts in program  expenditures,
transfers of fiscal  responsibilities  to local  governments,  various  one-time
adjustments,  accounting  changes  and tax  increases  in an effort  to  balance
revenues and expenditures.  The difficulties in reaching a consensus approach to
this  persistent  imbalance  produced a two-month delay in passing the June 1992
budget which forced the State to issue registered  warrants to pay its bills. In
June 1994,  the State passed a timely  budget  which  proposed  eliminating  the
accumulated  budget  deficit  of  about $2  billion  by the end of  Fiscal  Year
1995-96.

The persistent  budget deficits,  combined with about $1.7 billion of off-budget
payments made to schools and reductions of internally borrowable funds, severely
depleted  the State's cash  resources,  so that it has had to resort to repeated
external borrowing to meet its cash needs since 1992. In order to meet cash flow
requirements  for the 1994-95 fiscal year and to defer  repayment of part of the
budget deficit, the State issued $7 billion of short-term securities in July and
August,  1994,  of which $4 billion  mature in April,  1996.  In order to assure
repayment of this  borrowing,  the State enacted  legislation  which can lead to
automatic,  across-the-board  cuts in certain  General Fund  expenditures in the
1995-96  fiscal  year if  cash  flow  projections  made in  October,  1995  show
deterioration from projections made in July, 1994 when the borrowings were made.
This plan places the burden upon the  Legislature to maintain  on-going  control
over the annual budget and could place  additional  financial  pressure on local
governments' reliance on program  expenditures.  The State will continue to have
to  rely on  access  to the  short-term  debt  markets  to meet  its  cash  flow
requirements in the foreseeable future.

The  California  economy  began to show signs of growth during the first half of
1994. After four consecutive years of on-going job losses,  company  relocations
out of state,  and  unemployment  rates  exceeding  9% at  times,  the State has
registered net job growth. Over the next two years, modest growth is expected to
continue with the economy generating  momentum going into 1996. After recovering
from the losses inflicted by the January 1994 Los Angeles  earthquake,  personal
income is expected to rebound in 1995.  Any setbacks to this recovery could lead
to weaker than expected  collections  of State and local  revenues and continued
budget pressures.

As a result of the ongoing  budget  imbalance,  growing  deficits  and  sluggish
recovery, the State credit ratings have been recently downgraded.  In July 1994,
both Moody's and Standard and Poors lowered  their credit  ratings on California
General Obligation debts.  Moody's dropped its Aa ratings to A1 and Standard and
Poors reduced A+ ratings to A. Fitch Investors  Service also lowered the State's
rating  from Aa to A.  Continued  financial  stress and  failure by the State to
directly address its deficit could lead to further downgrades.

MASSACHUSETTS  PORTFOLIO.  The Massachusetts  Portfolio's ability to achieve its
investment  objective  depends on the ability of the issuers of tax-exempt bonds
issued  by the  Commonwealth  of  Massachusetts  (the  "Commonwealth")  and  its
political subdivisions,  municipalities,  agencies,  instrumentalities or public
authorities   ("Massachusetts   tax-exempt  bonds")  to  meet  their  continuing
obligations to pay principal and interest.

Between 1982 and 1988, the Commonwealth had a strong economy which was evidenced
by low  unemployment  and high  personal  income  growth as compared to national
trends. However in the late 80's and early 1990's, the Commonwealth  experienced
a  significant   economic  slowdown,   with  particular   deterioration  in  the
construction,  real  estate,  financial  and  manufacturing  sectors,  including
certain high technology areas. The  Commonwealth's  diverse economy has recently
stabilized,  with unemployment dropping to 5.4% in May, 1994, below the national
rate of 6%.  This  expansion  reflects  gains in the  service  and  construction
sectors, aided in part by major highway and harbor cleanup projects in Boston.

As  a  result  of  the  economic  downturn,  the  Commonwealth's  finances  were
negatively  impacted.  Prior to 1992,  the  Commonwealth  had  posted  operating
deficits for five consecutive years. More recently,  Massachusetts has benefited
from a combination of more conservative fiscal policy and budgetary practices as
well as increased tax revenues.  Over the past three years, the Commonwealth has
posted  positive  results,  closing  each year with a  positive  operating  fund
balance.  Fiscal 1992 closed with an  operating  fund  balance of $549  million,
followed  by a 1993  balance  of $563  million.  Fiscal  year 1994 ended with an
operating  fund  balance  of $580.7  million  (unaudited).  Fiscal  year 1995 is
currently  estimated to end with an operating  fund balance of $463 million.  On
July 10, 1994, the Governor signed into law the 1995 budget.  The current budget
provides for total  expenditures of $16.9 billion,  an increase of 6.1% over the
1994 budget.  The final  composition of the budget may be altered by Legislative
reconsideration of some $298 million in expenditures vetoed by the Governor.

In October,  1993,  Standard  and Poor's and Fitch  raised  their  Massachusetts
general obligation ratings from "A" to "A+", citing continued improvement in the
Commonwealth's budgeting and financial management and the apparent stabilization
of the Massachusetts  economy.  Roughly $2.1 billion of related agency and other
Commonwealth   debt  were  affected,   most  notably,   the   Massachusetts  Bay
Transportation Authority, the Massachusetts Convention Center Authority, and the
Plymouth County Correctional Facility Project.

Commonwealth funded local aid is an important component of the operating budgets
of cities and towns,  and  decreases  in funding  can  negatively  impact  their
ratings.  These  changes  could  also  negatively  impact  their  ability to pay
assessments of certain  Commonwealth  agencies,  including the Massachusetts Bay
Transportation  Authority and the Massachusetts Water Resources Authority.  If a
locality  incurs  substantial  financial  difficulties,   the  Commonwealth  may
intervene and place the locality under State receivership.

The tax on personal property and real estate is virtually the only source of tax
revenues available to the  Commonwealth's  cities and towns to meet local costs.
"Proposition  2 1/2", an initiative  petition  adopted by the voters in November
1980,   limits  the  power  of  Massachusetts   cities  and  towns  and  certain
tax-supported districts and public agencies to raise revenue from property taxes
to support their operations,  including the payment of debt service. Proposition
2 1/2 required  many cities and towns to reduce  their  property tax levies to a
stated  percentage  of the full and fair cash value of their taxable real estate
and  personal  property,  and limited the amount that all cities and towns might
increase their property tax from year to year.

Growth of tax revenues in the Commonwealth is limited by law.  Effective July 1,
1990,  limitations  were placed on the amount of direct  bonds the  Commonwealth
could  have  outstanding  in  a  fiscal  year,  and  the  amount  of  the  total
appropriation  in any fiscal  year that may be expected  for general  obligation
debt  service  was  limited  to  ten  percent.  Moreover,   Massachusetts  local
governmental entitites are subject to certain limitations on their taxing power.
These could affect their ability,  or the ability of the  Commonwealth,  to meet
their respective financial obligations.

If either  Massachusetts or any of its local governmental  entities is unable to
meet its  financial  obligations,  the  income  derived  by the  Portfolio,  the
Portfolio's  net asset  value,  the  Portfolio's  ability to preserve or realize
capital appreciation or the Portfolio's liquidity could be adversely affected.

NEW YORK PORTFOLIO.  The New York Portfolio's  ability to achieve its investment
objective is dependent  upon the ability of the issuers of  tax-exempt  bonds of
New York State (the  "State") and its  political  subdivisions  and  authorities
("New  York  tax-exempt  bonds") to meet their  continuing  obligations  for the
payment of principal and interest. The New York tax-exempt bonds can be affected
by political  and economic  developments  within the State,  or by the financial
condition of the State, its public authorities (the "Authorities") and political
subdivisions,  particularly  the City of New York  ("New  York  City").  A brief
summary of these risks and special considerations follows.

The State economy has started to slowly  recover from the national  recession of
1990. After lagging the nation's modest recovery by almost two years,  expansion
in health and business  services and additions to the  construction  and finance
sectors  netted the State  120,000 new jobs during  Fiscal  Years 1993 and 1994.
This marked the reversal of three straight years of job losses which produced an
unemployment  rate of 8.5% in 1992.  Personal  income  during  Fiscal  Year 1994
increased by over 6% following three years with increases averaging 3.5%.

Both the State and the City have experienced serious financial  difficulties and
recent declines in their credit standings. Moody's, S&P and Fitch have currently
assigned  ratings of "A", "A-" and "A+",  respectively,  to the State's  general
obligation bonds. There is no assurances that any of these ratings will continue
for any  given  period  of time or will not be  revised  downward  or  withdrawn
entirely  by a  rating  agency.  Any  downward  revision  or  withdrawal  of any
application  rating may have an adverse impact on the New York tax-exempt  bonds
held in the New York Portfolio.

New York cities and towns have  experienced  financial stress due to the State's
slow recovery  from the 1990  recession  and cutbacks to local  assistance.  The
fiscal 1995 budget calls for the delivery of an additional $700 million in local
education  and tax relief  funds.  These new monies  provide some  assistance to
local budgets but do not alleviate all of the accumulated fiscal strain on local
governments.

The revised State  financial plan calls for the  continuation of moderate growth
during  1994 which  then is  expected  to slacken  during  1995.  This  moderate
recovery of the State  economy may or may not  generate  sufficient  tax revenue
growth to meet the budgeted  requirements  for social service  expenditures.  If
either New York or any of its local governmental  entities is unable to meet its
financial obligations,  the income derived by the Portfolio, the Portfolio's net
asset value, the Portfolio's ability to preserve or realize capital appreciation
or its liquidity could be adversely affected.

For a further  discussion of tax-exempt bonds held by the Portfolios,  the risks
to  which  they are  subject  and the  special  considerations  associated  with
investing  in  California,  Massachusetts  and New York,  see the  Statement  of
Additional Information.

ORGANIZATION AND MANAGEMENT OF THE FUND

THE TRUSTEES ELECT OFFICERS AND RETAIN THE INVESTMENT ADVISER WHO IS RESPONSIBLE
FOR THE DAY-TO-DAY OPERATIONS OF THE FUND, SUBJECT TO THE TRUSTEES' POLICIES AND
SUPERVISION.

Each of the Portfolios is a  non-diversified  series  portfolio of the Fund. The
Fund is an open-end  investment  management company organized as a Massachusetts
business  trust in 1987. The Fund has an unlimited  number of authorized  shares
which are divided into three series of shares.  The shares of each portfolio are
of one class and have equal  rights as to  voting,  redemption,  dividends,  and
liquidation in their  respective  portfolio.  The Portfolios are not required to
hold annual  shareholder  meetings,  although special meetings may be called for
such purposes as electing or removing Trustees, changing fundamental policies or
approving a management contract.

JOHN HANCOCK ADVISERS, INC. ADVISES INVESTMENT COMPANIES HAVING A TOTAL VALUE OF
APPROXIMATELY $10 BILLION.

The Adviser was organized in 1968 and is a wholly-owned  indirect  subsidiary of
the John Hancock Mutual Life Insurance Company, a financial services company. It
provides the Portfolios and other investment companies in the John Hancock group
of funds with  investment  research  and  portfolio  management  services.  John
Hancock Funds,  Inc.  ("John Hancock Funds")  distributes  shares for all of the
John  Hancock  funds  directly  and through  selected  broker-dealers  ("Selling
Brokers").  Certain  Fund  officers  are also  officers  of the Adviser and John
Hancock Funds.

Dianne Sales-Singer is the Fund's portfolio manager and is responsible for the
day-to-day management of the Fund. Ms. Sales-Singer has been with the Adviser
since 1989. Prior to joining the Adviser, she was employed at Bear Stearns &
Co. Inc.

In order to avoid any conflict with  portfolio  trades for the Fund, the Adviser
and the Fund have adopted extensive  restrictions on personal securities trading
by personnel of the Adviser and its affiliates.  Some of these restrictions are:
pre-clearance  for all  personal  trades  and a ban on the  purchase  of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. These  restrictions are a continuation of
the basic  principle  that the interests of the Fund and its  shareholders  come
first.










FOR THE 1994 FISCAL YEAR,  THE ADVISER  VOLUNTARILY  DID NOT IMPOSE A MANAGEMENT
FEE.

THE PORTFOLIOS' EXPENSES
For managing its investment and business affairs,  each Portfolio pays a monthly
fee to the  Adviser  which is based on a stated  percentage  of the  Portfolio's
average daily net asset value.

THE PORTFOLIOS PAY DISTRIBUTION AND SERVICE FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.

The Fund has adopted a distribution plan under Rule 12b-1 (the "Plan") under the
Investment  Company Act of 1940.  Under the Plan, the Fund will pay distribution
and  service  fees at an  aggregate  annual  rate of 0.30%  of each  Portfolio's
average  daily net assets,  provided that the amount of the service fee will not
exceed 0.25% of average daily net assets.  The distribution fees will be used to
reimburse John Hancock Funds for its distribution expenses.

These  include,   but  are  not  limited  to:  (i)  initial  and  ongoing  sales
compensation to Selling Brokers and others (including affiliates of John Hancock
Funds) engaged in the sale of Fund shares,  and (ii) marketing,  promotional and
overhead  expenses  incurred in connection with the distribution of Fund shares.
The  service  fees will be used to  compensate  Selling  Brokers  for  providing
personal and account  maintenance  services to  shareholders.  Any  unreimbursed
expenses will not be carried beyond one year from the date incurred.

The Adviser may, from time to time,  agree that all or a portion of its fee will
not be imposed  for  specified  periods or make  other  arrangements  to limit a
Portfolio's  expenses  to not more than a  specified  percentage  of average net
assets.  The Adviser  retains the right to impose such fee and recover any other
payments to the extent  annual  expenses  fall below the limit at the end of the
fiscal year. For the year ended August 31, 1990, the Adviser  voluntarily agreed
to limit  each  Portfolio's  total  expenses  to 1.00% of  average  net  assets.
Effective  September 1, 1990, this expense limitation was voluntarily changed to
0.60% of average  net assets  and on  January 1, 1993,  was  changed to 0.70% of
average net assets.

DIVIDENDS AND TAXES

DIVIDENDS.  Dividends from each  Portfolio's net investment  income are declared
daily and paid  monthly.  Capital  gains,  if any,  are  generally  declared and
distributed  annually.  Dividends are reinvested in additional shares unless you
elect the option to receive  them in cash.  If you elect the cash option and the
U.S. Postal Service cannot deliver your checks,  your election will be converted
to the reinvestment option.

TAXATION.  The Portfolios intend to comply with certain Federal tax requirements
so  that  interest  earned  by the  Portfolios  from  tax-exempt  bonds  will be
Federally tax-free when paid to you as  "exempt-interest  dividends".  Dividends
derived from  interest on certain  tax-exempt  bonds that are "private  activity
bonds"  may,  however,   increase  the  alternative  minimum  tax  liability  of
shareholders.

Shareholders  receiving social security benefits and certain railroad retirement
benefits  may be  subject  to  Federal  income  tax on up to 85  percent of such
benefits as a result of receiving investment income, including tax-exempt income
(such as exempt-interest  dividends) and other dividends paid by the Portfolios.
Shares of the Portfolios  may not be an  appropriate  investment for persons who
are  "substantial  users" of facilities  financed by industrial  development  or
private activity bonds, or persons related to "substantial  users." Consult your
tax adviser if you think this may apply to you.

Dividends from a Portfolio's  net taxable income,  if any,  including any market
discount included in a Portfolio's  income and dividends from any net short-term
capital  gains  are  taxable  to  you  as  ordinary  income.  Dividends  from  a
Portfolio's net long-term  capital gains are taxable as long-term capital gains.
These  dividends  are  taxable,  whether  received  in  cash  or  reinvested  in
additional shares.  Certain dividends may be paid by a Portfolio in January of a
given  year,  but they  may be  taxable  as if you  received  them the  previous
December. The Portfolios will send you a statement by January 31 showing the tax
status of the dividends you received for the prior year.

The  Portfolios  have  qualified  and intend to continue to qualify as regulated
investment  companies  under  Subchapter M of the Internal  Revenue  Code.  As a
regulated  investment  company,  each  Portfolio  will not be subject to Federal
income taxes on any net  investment  income and net realized  capital gains that
are distributed to its  shareholders at least  annually.  Additionally,  you may
realize a gain or loss, when you redeem (sell) or exchange shares.

On the account application, you are asked to certify that the social security or
other  taxpayer  identification  number you provided is your correct  number and
that you are not subject to backup  withholding of Federal income tax. If you do
not provide this information or are otherwise subject to this  withholding,  the
Portfolio may be required to withhold 31% of your taxable dividends, redemptions
and exchanges.

CALIFORNIA TAXES
The  California   Portfolio  intends  to  comply  with  certain  California  tax
requirements  so that  dividends  paid by the  California  Portfolio  which  are
derived  from  interest  on  obligations,  the  interest on which is exempt from
California income tax, will be exempt from California personal income tax in the
hands of shareholders of the California Portfolio. Dividends from other sources,
including  capital gain  dividends,  if any, will not be exempt from  California
personal income tax.  Dividends paid by the California  Portfolio are not exempt
from California  franchise or corporate income taxes.  California does not treat
tax-exempt interest (or dividends paid by the California Portfolio  attributable
to such  interest)  as a tax  preference  item for  purposes of its  alternative
minimum tax.

MASSACHUSETTS TAXES
To the  extent  that  exempt-interest  dividends  paid  to  shareholders  by the
Massachusetts  Portfolio are derived from  interest on  tax-exempt  bonds of the
Commonwealth of Massachusetts and its political subdivisions or Puerto Rico, the
U.S.  Virgin  Islands  or Guam  and  are  properly  designated  as  such,  these
distributions  will also be exempt from  Massachusetts  personal income tax. For
Massachusetts  personal  income tax  purposes,  dividends  from the  Portfolio's
taxable net investment income,  tax-exempt income from obligations not described
in the preceding sentence,  and short-term capital gains, if any, will generally
be taxable as ordinary income,  whether  received in cash or additional  shares.
However,  any dividends that are properly designated as attributable to interest
the Portfolio receives on direct U.S. Government obligations will not be subject
to Massachusetts  personal income tax. Dividends properly designated as from net
long-term  capital  gains are  generally  taxable as  long-term  capital  gains,
regardless of how long shareholders have held their Portfolio shares. However, a
portion of such a  long-term  capital  gains  distribution  will be exempt  from
Massachusetts  personal income tax if it is properly  designated as attributable
to gains  realized on the sale of certain  tax-exempt  bonds issued  pursuant to
Massachusetts  Statutes that specifically  exempt such gains from  Massachusetts
taxation. Dividends from investment income (including exempt-interest dividends)
and from capital gains will be subject to, and shares of the  Portfolio  will be
included in the net worth of intangible  property  corporations for purposes of,
the Massachusetts corporation excise tax if received by a corporation subject to
such tax.

NEW YORK TAXES
Exempt-interest  dividends derived from interest on tax-exempt bonds of New York
State  and  its  political   subdivisions  and  authorities  and  certain  other
governmental entities (for example, U.S. possessions),  paid by the Portfolio to
New York resident  individuals,  estates and trusts  otherwise  subject to these
taxes,  will not be subject to New York State and New York City personal  income
taxes and certain municipal tax surcharges.

Dividends,  whether received in cash or additional shares,  derived from the New
York Portfolio's other investment income (including interest on Tax-Exempt Bonds
other than those described in the preceding paragraph), and from the Portfolio's
net realized  short-term  capital gains,  are taxable for New York State and New
York City personal income tax purposes as ordinary  income.  Tax surcharges will
also apply.  Dividends derived from net realized  long-term capital gains of the
Portfolio are taxable as long-term capital gains for New York State and New York
City personal income tax purposes  regardless of the length of time shareholders
have held their shares.

Dividends  derived from investment  income and capital gains,  including exempt-
interest dividends,  will be subject to the New York State franchise tax and the
New York City General  Corporation  Tax if received by a corporation  subject to
those taxes. Certain  distributions may, however, be eligible for a 50% dividend
subtraction.   Shares  of  the  Portfolio   will  be  included  in  a  corporate
shareholder's investment capital in determining its liability, if any, for these
taxes.

The foregoing  description of Federal,  State and New York City tax consequences
is based on the law currently in effect for the 1995 taxable year and is subject
to change by  legislative,  administrative  or judicial  action,  which may have
prospective and/or retroactive effect.

For further  information  on the tax  consequences  of  ownership  of  Portfolio
shares, see the Statement of Additional Information.

A PORTFOLIO MAY ADVERTISE ITS YIELD, TAX- EQUIVALENT YIELD AND TOTAL RETURN.

PERFORMANCE

Yield  reflects  a  Portfolio's  rate of income on  portfolio  investments  as a
percentage of the Portfolio's share price.  Yield is computed by annualizing the
result of dividing the net  investment  income per share over a 30-day period by
the maximum offering price per share on the last day of that period.  Yields are
calculated  according to accounting  methods that are standardized for all stock
and bond funds.  Because yield  accounting  methods differ from the methods used
for other accounting purposes, a Portfolio's yield may not equal the income paid
on your shares or the income reported in the Portfolio's financial statements.

Tax-equivalent  yield is  computed by  dividing  that  portion of the yield of a
Portfolio  which is  tax-exempt  by one minus a stated  income tax rate and then
adding  the  product  to  any  portion  of the  Portfolio's  yield  that  is not
tax-exempt.

Total  return  is  based  on the  overall  change  in  value  of a  hypothetical
investment in a Portfolio.  A Portfolio's  total return shows the overall dollar
or  percentage  change in value,  assuming the  reinvestment  of all  dividends.
Cumulative total return shows the Portfolio's performance over a period of time.
Average annual total return shows the cumulative  return divided over the number
of years  included in the period.  Because  average annual total return tends to
smooth out variations in the Portfolio's performance,  you should recognize that
it is not the same as actual year-to-year results.

Both total  return and yield  figures  include  the effect of paying the maximum
sales charge of 4.5%.  Investments  at a lower sales charge would achieve higher
returns than those advertised. The value of Portfolio shares, when redeemed, may
be more or less than  their  original  cost.  Both  yield and total  return  are
historical calculations, and are not an indication of future performance.



HOW TO BUY SHARES
- ------------------------------------------------------------------------------

OPENING AN ACCOUNT.

  The minimum initial investment is $1,000 ($250 for group investments).
  Complete the Account application attached to this Prospectus.
- ------------------------------------------------------------------------------
  BY CHECK          1. Make your check payable to John Hancock Investor Services
                       Corporation ("Investor Services").

                    2. Deliver the  completed  application  and  check  to  your
                       registered  representative,   Selling  Broker  or mail it
                       directly to Investor Services.

- ------------------------------------------------------------------------------
  BY WIRE           1. Obtain  an  account  number by contacting your registered
                       representative,    Selling    Broker   or    by   calling
                       1-800-225-5291.

                    2. Instruct your bank to wire funds to:
                         First Signature Bank & Trust
                         John Hancock Deposit Account No. 900000260
                         ABA Routing No. 211475000
                         For credit to: John Hancock Tax-Exempt Series
                                        (Specify name of Portfolio)
                         Your Account Number
                         Name(s) under which account is registered
                           
                    3. Deliver  the  completed  application  to  your registered
                       representative,  Selling  Broker  or mail  it directly to
                       Investor Services.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

BUYING ADDITIONAL SHARES.

  MONTHLY AUTOMATIC 1. Complete the "Automatic Investing" and "Bank Information"
  ACCUMULATION         sections  Account  Privileges  Application, designating a
  PROGRAM (MAAP)       bank account from which your funds may be drawn.

                    2. The  amount  you  elect to invest  will be  automatically
                       withdrawn from your bank or credit union account.

- ------------------------------------------------------------------------------
  BY TELEPHONE      1. Complete  the  "Invest-By-Phone"  and  "Bank Information"
                       sections   on   the   Account   Privileges    Application
                       designating  a bank  account from which your funds may be
                       drawn.  Note  that in  order to  invest  by  phone,  your
                       account  must  be in a bank  or  credit  union  that is a
                       member of the Automated Clearing House System (ACH).

                    2. After your authorization form has been processed, you may
                       purchase  additional  shares by calling Investor Services
                       toll-free at 1-800- 225-5291.

                    3. Give the  Investor  Services  representative  the name in
                       which your account is registered,  the Fund and Portfolio
                       name  and  account  number  and the  amount  you  wish to
                       invest.

                    4. Your investment normally will be credited to your account
                       the business day following your phone request.

- ------------------------------------------------------------------------------
  BY CHECK          1.  Either  complete the  detachable  stub  included in your
                        account statement or include a note with your investment
                        listing the name of the Fund and Portfolio, your account
                        number  and  the   name(s)   in  which  the  account  is
                        registered.

                    2. Make your check payable to John Hancock Investor Services
                       Corporation.

                    3. Mail the account information and check to:
                         John Hancock Investor Services Corporation
                         P.O. Box 9115
                         Boston, MA 02205-9115
                       or deliver it to your registered representative or
                       Selling Broker.

- ------------------------------------------------------------------------------
  BY WIRE              Instruct your bank to wire funds to:
                         First Signature Bank & Trust
                         John Hancock Deposit Account No. 900000260
                         ABA Routing No. 211475000
                         For credit to: John Hancock Tax-Exempt Series Fund
                         (Specify name of Portfolio)
                         Your Account Number
                         Name(s) under which account is registered

- ------------------------------------------------------------------------------
  Other Requirements: All purchases must be made in U.S. dollars. Checks written
  on foreign banks will delay  purchases  until U.S.  funds are received,  and a
  collection  charge  may be  imposed.  Shares  of the  Fund are  priced  at the
  offering  price based on the net asset value computed after John Hancock Funds
  receives notification of the dollar equivalent from the Fund's custodian bank.
  Wire purchases normally take two or more hours to complete and, to be accepted
  the same day,  must be  received  by 4:00 p.m.,  New York time.  Your bank may
  charge a fee to wire  funds.  Telephone  transactions  are  recorded to verify
  information.  Certificates  are not issued unless a request is made in writing
  to Investor Services.

- ------------------------------------------------------------------------------

YOU WILL  RECEIVE  ACCOUNT  STATEMENTS  WHICH YOU SHOULD  KEEP TO HELP WITH YOUR
PERSONAL RECORDKEEPING.

You will receive a statement of your account after  transactions  affecting your
share balance or registration  (statements  related to reinvestment of dividends
and automatic  investment/withdrawal plans will be sent to you quarterly). A tax
information statement will be mailed to you by January 31 of each year.



SHARE PRICE

THE OFFERING PRICE OF YOUR SHARES IS THEIR NET ASSET VALUE PLUS A SALES CHARGE.

The net asset  value  ("NAV")  is the value of one  share.  The NAV per share is
calculated by dividing the  Portfolio's  net assets by the number of outstanding
shares.  Securities  in a Portfolio are  generally  valued by a pricing  service
which utilizes  electronic  pricing  techniques  based on general  institutional
trading.  If no sale has  occurred  on the  date the  assets  are  valued,  some
securities  are valued at fair market value based on procedures  approved by the
Trustees and for certain  other  securities,  at amortized  cost if the Trustees
determine in good faith that this cost approximates fair value as described more
fully in the Statement of  Additional  Information.  The NAV is calculated  once
daily  as of the  close  of  regular  trading  on the New  York  Stock  Exchange
(generally at 4:00 p.m., New York time) on each day that the Exchange is open.

The offering price you pay for shares of a Portfolio equals the NAV plus a sales
charge, as follows:
<TABLE>
<CAPTION>
                                                             
                                                              
                                                                   
                                                                                          
                                                                           COMBINED       
                                                     SALES CHARGE         REALLOWANCE          REALLOWANCE TO
                              SALES CHARGE          AS A PERCENTAGE     AND SERVICE FEE       SELLING BROKER AS 
  AMOUNT INVESTED            AS A PERCENTAGE            OF THE          AS A PERCENTAGE        A PERCENTAGE OF
(INCLUDING SALES CHARGE)   OF THE OFFERING PRICE    AMOUNT INVESTED    OF OFFERING PRICE<F4>   OFFERING PRICE<F1>
- ------------------------   ---------------------    ---------------    -----------------      -----------------
<S>                                <C>                    <C>                 <C>                   <C>  
Less than $100,000                 4.50%                  4.71%               4.00%                 3.76%
$100,000 to $249,999               3.75%                  3.90%               3.25%                 3.01%
$250,000 to $499,999               3.00%                  3.09%               2.50%                 2.26%
$500,000 to $999,999               2.00%                  2.04%               1.75%                 1.51%
$1,000,000 and over                0.00%<F2>              0.00%<F2>            <F3>                 0.00%<F2>

<FN>
<F1>Upon  notice to  Selling  Brokers  with whom it has sales  agreements,  John
    Hancock Funds may reallow an amount up to the full applicable  sales charge.
    A Selling Broker to whom  substantially the entire sales charge is reallowed
    may be deemed to be an underwriter under the Securities Act of 1933.

<F2>No sales  charge is payable at the time of  purchase  on  investments  of $1
    million or more, but a contingent  deferred sales charge may be imposed,  in
    the event of certain redemption transactions within one year of purchase.

<F3>John  Hancock  Funds may pay a commission  and first year's  service fee (as
    described in <F4> below) to Selling Brokers who initiate and are responsible
    for purchases of $1 million or more in the aggregate as follows: 1% on sales
    to  $4,999,999,  0.50% on the next $5 million  and 0.25% on $10  million and
    over.

<F4>At the time of sale,  John Hancock  Funds pays to Selling  Brokers the first
    year's  service  fee in  advance  in an amount up to 0.25% of the net assets
    invested in the Fund.  Thereafter,  it pays the service fee  periodically in
    arrears in an amount up to 0.25% of the Fund's  average  annual net  assets.
    Selling Brokers receive the fee as compensation  for providing  personal and
    account maintenance services to shareholders.
</TABLE>

Sales  charges  ARE  NOT  APPLIED  to any  dividends  which  are  reinvested  in
additional shares of the Fund.

John Hancock Funds will pay certain affiliated Selling Brokers at an annual rate
up to 0.05% of the daily net assets of accounts attributable to these brokers.

In addition to the  reallowance  allowed to all Selling  Brokers,  John  Hancock
Funds will pay round trip airfare to a resort for each registered representative
of a Selling Broker (if the Selling Broker has agreed to participate)  who sells
certain amounts of John Hancock fund shares.  John Hancock Funds will make these
incentive  payments out of its own resources.  Other than distribution fees, the
Fund does not bear distribution expenses.

Under certain circumstances described below, investors in fund shares (identical
with  "Class A" shares of other  John  Hancock  funds)  may be  entitled  to pay
reduced sales charges. See "Qualifying for a Reduced Sales Charge."

CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE
Purchases  of $1 million or more of Fund  shares will be made at net asset value
with no initial  sales charge,  but if the shares are redeemed  within 12 months
after  the end of the  calendar  month  in which  the  purchase  was  made  (the
contingent  deferred sales charge  period),  a contingent  deferred sales charge
(CDSC) will be imposed.  The rate of the CDSC will depend on the amount invested
as follows:

             AMOUNT INVESTED                                        CDSC RATE
            ----------------                                        ---------
$1 Million to $4,999,999                                              1.00%
 Next $5 Million to  $9,999,999                                       0.50%
 Amounts of$10 Million and over                                       0.25%

Existing  full service  clients of John Hancock  Mutual Life  Insurance  Company
group annuity contract holders as of September 1, 1994, may purchase shares with
no initial sales charge,  but if the shares are redeemed  within 12 months after
the end of the  calendar  year in which  the  purchase  was made,  a  contingent
deferred sales charge will be imposed at the above rate.

The charge  will be  assessed  on an amount  equal to the lesser of the  current
market value or the original purchase cost of the shares redeemed.  Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any dividends which have been reinvested in additional shares.

In  determining  whether a CDSC is applicable to a redemption,  the  calculation
will be  determined  in a manner that results in the lowest  possible rate being
charged. Therefore, it will be assumed that redemption is first of any shares in
the  shareholder's  account  not  subject  to the  CDSC.  The CDSC is  waived on
redemptions in certain  circumstances.  See "Waiver of Contingent Deferred Sales
Charges" below.

YOU MAY QUALIFY FOR A REDUCED SALES CHARGE ON YOUR INVESTMENT.

QUALIFYING  FOR A REDUCED  SALES  CHARGE.  If you invest  more than  $100,000 in
shares of the Fund or a combination of funds in the John Hancock family of funds
(except money market funds),  you may qualify for a reduced sales charge on your
investments  through  a  LETTER  OF  INTENTION.  You may also be able to use the
ACCUMULATION PRIVILEGE and COMBINIATION PRIVILEGE to take advantage of the value
of your  previous  investments  in Class A shares of the John Hancock funds when
meeting  the  breakpoints  for a  reduced  sales  charge.  For the  ACCUMULATION
PRIVILEGE and COMBINATION  PRIVILEGE,  the applicable sales charge will be based
on the  total of: 

1. Your current purchase of shares of the Fund;

2. The net asset value (at the close of business on the previous day) of (a) all
   shares of the  Portfolio  you  hold,  and (b) all Class A shares of any other
   John Hancock mutual funds you hold; and

3. The net asset  value of all shares  held by another  shareholder  eligible to
   combine his or her holdings with you into a single "purchase."

EXAMPLE:
If you hold Class A shares of a John Hancock  mutual fund with a net asset value
of $80,000 and,  subsequently,  invest  $20,000 in shares of the Fund, the sales
charge on this subsequent investment would be 3.75% and not 4.50% (the rate that
would otherwise be applicable to investments of less than $50,000.  See "Initial
Sales Charge Alternative.")


SHARES  MAY BE  AVAILABLE  WITHOUT A SALES  CHARGE TO  CERTAIN  INDIVIDUALS  AND
ORGANIZATIONS.

If you are in one of the following  categories,  you may purchase  shares of the
Fund  without  paying a sales  charge:

* A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers;  employees or sales  representatives  of any of
  the  foregoing;  retired  officers,  employees  or  Directors  of  any  of the
  foregoing;  a member of the immediate  family of any of the foregoing;  or any
  fund,  pension,  profit  sharing  or other  benefit  plan for the  individuals
  described above.

* Any state,  county, city or any  instrumentality,  department,  authority,  or
  agency of these entities which is prohibited by applicable investment law from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*

* A bank, trust company,  credit union,  savings institution or other depository
  institution,  its  trust  department  or  its  common  trust  funds  if  it is
  purchasing $1 million or more for non-discretionary customers or accounts.*

* A broker,  dealer or  registered  investment  adviser that has entered into an
  agreement with John Hancock Funds providing  specifically  for the use of Fund
  shares in fee-based investment products made available to their clients.

* A former  participant  in an employee  benefit plan with John  Hancock  Mutual
  Funds,  when he/she  withdraws  from his/her plan and  transfers any or all of
  his/her plan distributions directly to the Fund.

- ---------
*For  investments  made under these  provisions,  John Hancock  Funds may make a
  payment out of its own  resources  to the  Selling  Broker in an amount not to
  exceed 0.25% of the amount invested.

Shares of the Fund may also be  purchased  without  an initial  sales  charge in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.

UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON SHARE REDEMPTIONS WILL BE WAIVED.

WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of shares that are subject to a CDSC, unless indicated otherwise,
in the circumstances defined below:

* Redemptions of shares made under a Systematic Withdrawal Plan (see "How to
  Redeem Shares"),  as long as your annual redemptions do not exceed 10% of your
  account value at the time you established your Systematic  Withdrawal Plan and
  10% of the value of subsequent  investments (less redemptions) in that account
  at the time you  notify  Investor  Services.  This  waiver  does not  apply to
  Systematic Withdrawal Plan redemptions of shares that are subject to a CDSC.

* Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the  distributions  are based on
  your life expectancy or the joint-and-last survivor life expectancy of you and
  your  beneficiary.  These  distributions  must be free from penalty  under the
  Code.

* Redemptions made to effect mandatory distributions under the Code after age 70
  1/2 from a tax-deferred retirement plan.

* Redemptions made to effect distributions to participants or beneficiaries from
  certain  employer-sponsored  retirement  plans including those qualified under
  Section 401(a) of the Code,  custodian accounts under Section 403(b)(7) of the
  Code and deferred compensation plans under Section 457 of the Code. The waiver
  also applies to certain returns of excess  contributions  made to these plans.
  In all cases, the distributions must be free from penalty under the Code.

* Redemptions due to death or disability.

* Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.

* Redemptions made pursuant to the Fund's right to liquidate your account if you
  own fewer than 50 shares.

* Redemptions made in connection with certain liquidation, merger or acquisition
  transactions   involving  other  investment   companies  or  personal  holding
  companies.

* Redemptions from certain IRA and retirement plans which purchased shares prior
  to October 1, 1992.

If you qualify for a CDSC waiver under one of these situations,  you must notify
Investor Services either directly or through your Selling Broker at the time you
make your  redemption.  The waiver will be granted  once  Investor  Services has
confirmed that you are entitled to the waiver.

TO ASSURE ACCEPTANCE OF YOUR REDEMPTION REQUEST, PLEASE FOLLOW THESE PROCEDURES.

HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business  day. Your shares
will be redeemed at the next NAV  calculated  after your  redemption  request is
received  in good  order by  Investor  Services,  less any  applicable  CDSC.  A
Portfolio may withhold payment until reasonably satisfied that investments which
were made by check or Invest-by-Phone  have been collected (which may take up to
10 calendar days).

Once your shares are redeemed,  the  applicable  Portfolio  generally  sends you
payment on the next  business  day.  When you redeem  them,  you will  generally
realize a gain or loss depending  generally on the  difference  between what you
paid for your shares and what you receive for them,  subject to tax rules. Under
unusual circumstances, the Portfolio may suspend redemptions or postpone payment
for up to seven days or longer, as permitted by Federal securities laws.

- ------------------------------------------------------------------------------
  BY TELEPHONE         All Fund shareholders are automatically  eligible for the
                       telephone  redemption  privilege.  Call 1-800-225-  5291,
                       from 8:00  A.M.  to 4:00 P.M.  (New  York  Time),  Monday
                       through  Friday,  excluding  days on  which  the New York
                       Stock Exchange is closed.  Investor  Services employs the
                       following   procedures   to  confirm  that   instructions
                       received by telephone are genuine. Your name, the account
                       number,  taxpayer identification number applicable to the
                       account and other relevant  information may be requested.
                       In addition, telephone instructions are recorded.

                       You may  redeem  up to  $100,000  by  telephone,  but the
                       address on the account must not have changed for the last
                       30 days. A check will be mailed to the exact  name(s) and
                       address shown on the account.

                       If reasonable procedures,  such as those described above,
                       are not followed, the Fund may be liable for any loss due
                       to  unauthorized  or fraudulent  telephone  instructions.
                       Neither the Fund nor Investor Services will be liable for
                       any  loss  or   expense   for   acting   upon   telephone
                       instructions   made  in  accordance  with  the  telephone
                       transaction procedures mentioned above.

                       Telephone  redemption  is not available for shares of the
                       Fund that are in certificate form.

                       During periods of extreme  economic  conditions or market
                       changes, telephone requests may be difficult to implement
                       due to a large  volume of calls.  During  these times you
                       should consider placing redemption requests in writing or
                       using  EASI-Line.   The  EASI-Line  telephone  number  is
                       1-800-338-8080.

- ------------------------------------------------------------------------------
                       BY WIRE If you have a telephone  redemption  form on file
                       with the Fund,  redemption proceeds of $1,000 or more can
                       be wired on the next business day to your designated bank
                       account and a fee (currently $4.00) will be deducted. You
                       may also use  electronic  funds transfer to your assigned
                       bank account and the funds are usually  collectable after
                       two business days.  Your bank may or may not charge a fee
                       for this service. Redemptions of less than $1,000 will be
                       sent by check or electronic funds transfer.

                       This feature may be elected by completing  the "Telephone
                       Redemption" section on the Account Privileges Application
                       attached to the Prospectus.

- ------------------------------------------------------------------------------
  IN WRITING           Send a stock  power or letter of  instruction  specifying
                       the name of the Fund and Portfolio,  the dollar amount or
                       the  number of shares to be  redeemed,  your  name,  your
                       account number,  and the additional  requirements  listed
                       below that apply to your particular account.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
  TYPE OF REGISTRATION              REQUIREMENTS
  --------------------              ------------
  Individual, Joint Tenants, Sole   A letter of instruction  signed (with titles
    Proprietorship,  Custodial      where applicable) by all persons  authorized
    (Uniform Gifts or Transfer to   to sign for  the account,  exactly  as it is
    Minors Act), General Partners.  registered with the signature(s) guaranteed.

  Corporation, Association          A  letter  of  instruction  and a  corporate
                                    resolution,  signed by person(s)  authorized
                                    to act on the account with the  signature(s)
                                    guaranteed.

  Trusts                            A  letter  of   instruction  signed  by  the
                                    Trustee(s)  with  the  signature guaranteed.
                                    (If  the  Trustee's name  is not  registered
                                    on your account, also provide a copy of  the
                                    trust document, certified within the last 60
                                    days.)

  If you do not fall  into  any of these  registration  categories  please  call
  1-800-225-5291 for further instructions.

- ------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.

  A signature  guarantee is a widely accepted way to protect you and the Fund by
  verifying the on your request.  It may not be provided by a notary public.  If
  the net asset value of the shares  redeemed is $100,000 or less,  John Hancock
  Funds may guarantee the signature.  The following institutions may provide you
  with a signature  guarantee,  provided that any such institution  meets credit
  standards  established  by Investor  Services:  (i) a bank;  (ii) a securities
  broker or dealer,  including a government  or municipal  securities  broker or
  dealer,  that is a member  of a  clearing  corporation  or meets  certain  net
  capital requirements; (iii) a credit union having authority to issue signature
  guarantees;  (iv)  a  savings  and  loan  association,  a  building  and  loan
  association, a cooperative bank, a federal savings bank or association; or (v)
  a national securities exchange, a registered securities exchange or a clearing
  agency.

- ------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.

  THROUGH YOUR  BROKER       Your broker may be able to initiate the redemption.
                             Contact your instructions.

- ------------------------------------------------------------------------------
  If you have certificates for your shares, you must submit them with your stock
  power or a letter of instruction.  You may not redeem  certificated  shares by
  telephone.

  Due to the proportionately  high cost of maintaining small accounts,  the Fund
  reserves the right to redeem at net asset value all shares in an account which
  holds fewer than 50 shares  (except  accounts under  retirement  plans) and to
  mail the  proceeds  to the  shareholder  or the  transfer  agent may impose an
  annual fee of $10.00.  No CDSC will be imposed on  involuntary  redemptions of
  shares.

  Shareholders  will be notified before these redemptions are to be made or this
  fee is imposed  and will have 30 days to purchase  additional  shares to bring
  their account up to the required minimum. Unless the number of shares acquired
  by further purchases and dividend reinvestments, if any, exceeds the number of
  shares  redeemed,  repeated  redemptions from a smaller account may eventually
  trigger this policy.

- ------------------------------------------------------------------------------
ADDITIONAL SERVICES AND PROGRAMS

YOU MAY  EXCHANGE  SHARES OF THE  PORTFOLIOS  ONLY FOR CLASS A SHARES IN ANOTHER
JOHN HANCOCK FUND.

EXCHANGE PRIVILEGE
If  your  investment  objective  changes,  or if you  wish  to  achieve  further
diversification, John Hancock offers other funds with a wide range of investment
goals.  Contact your registered  representative  or Selling Broker and request a
prospectus  for the John Hancock funds that  interest  you. Read the  prospectus
carefully  before  exchanging  your shares.  You can exchange shares of the Fund
only for  shares  of the same  class of  another  John  Hancock  fund.  For this
purpose,  shares of John  Hancock  funds  with only one class of shares  will be
treated as Class A whether or not they have been so designated.

Exchanges  between  funds  which  are not  subject  to a CDSC are based on their
respective net asset values.  No sales charge or transaction  charge is imposed.
Shares of a  Portfolio  which are  subject to a CDSC (see  discussion  under the
caption  "Share  Price") may be exchanged  into another John Hancock fund at net
asset value  without  incurring  the CDSC;  however,  the shares  acquired in an
exchange may be subject to a CDSC upon redemption. For purposes of computing the
CDSC  payable upon  redemption  of shares  acquired in an exchange,  the holding
period of the  original  shares  is added to the  holding  period of the  shares
acquired in an exchange.

The  Portfolios  reserve the right to require you to keep  previously  exchanged
shares (and  reinvested  dividends)  in a  Portfolio  for 90 days before you are
permitted to execute a new exchange.  The Portfolios may also terminate or alter
the terms of the exchange privilege, upon 60 days' notice to shareholders.

An exchange of shares is treated as a  redemption  of shares of one fund and the
purchase of shares in another for Federal  income tax purposes.  An exchange may
result in a gain or loss.

When you make an exchange,  your account  registration must be identical in both
the existing and new account. The exchange privilege is available only in states
where the exchange can be made legally.

Under exchange agreements with John Hancock Funds, certain dealers,  brokers and
investment  advisers may exchange  their  clients'  Fund shares,  subject to the
terms of those  agreements  and John  Hancock  Funds' right to reject or suspend
those exchanges at any time.  Because of the  restrictions  and procedures under
those agreements,  the exchanges may be subject to timing  limitations and other
restrictions that do not apply to exchanges requested by shareholders  directly,
as described above.

Because Fund performance and shareholders can be hurt by excessive trading,  the
Fund  reserves the right to terminate  the exchange  privilege for any person or
group  that,  in John  Hancock  Funds'  judgment,  is  involved  in a pattern of
exchanges  that  coincide with a "market  timing"  strategy that may disrupt the
Fund's ability to invest effectively  according to its investment  objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also  temporarily or permanently  terminate the exchange  privilege for
any person who makes seven or more  exchanges out of the Fund per calendar year.
Accounts  under common control or ownership will be aggregated for this purpose.
Although  the  Fund  will  attempt  to give  you  prior  notice  whenever  it is
reasonably able to do so, it may impose these restrictions at any time.

BY TELEPHONE

1. When you fill out the application for your purchase of shares of a Portfolio,
   you automatically  authorize  exchanges by telephone unless you check the box
   indicating that you do not wish to authorize telephone exchange.

2. Call  1-800-225-5291.  Have the account  number of your  current fund and the
   exact  name in  which it is  registered  available  to give to the  telephone
   representative.

IN WRITING

1. In a letter,  request  an  exchange  and list the  following:

   -- name of the Portfolio whose shares you currently own

   -- your account number

   -- name(s) in which the account is registered

   -- name of the  Portfolio  or Fund in which  you  wish  your  exchange  to be
      invested

   -- the number of shares, all shares or the dollar amount you wish to exchange
  
   Sign your request exactly as the account is registered.

2. Mail the request and information to:
     John Hancock Investor Services Corporation
     P.O. Box 9116
     Boston, Massachusetts 02205-9116

IF YOU REDEEM SHARES OF A PORTFOLIO, YOU MAY BE ABLE TO REINVEST THE PROCEEDS IN
THESE PORTFOLIOS OR ANOTHER JOHN HANCOCK FUND WITHOUT PAYING AN ADDITIONAL SALES
CHARGE.

REINVESTMENT PRIVILEGE

1. You will not be subject to a sales  charge on  investing  the  proceeds  of a
   redemption  of shares of the  Portfolios  in any John Hancock  funds that are
   otherwise  subject to a sales charge, as long as you reinvest within 120 days
   from the  redemption  date.  If you paid a CDSC  upon a  redemption,  you may
   reinvest  at net  asset  value in the same  class of  shares  from  which you
   redeemed  within 120 days.  Your account will be credited  with the amount of
   the CDSC previously  charged,  and the reinvested  shares will continue to be
   subject  to a CDSC.  For  purposes  of  computing  the  CDSC  payable  upon a
   subsequent  redemption,  the holding  period of the shares  acquired  through
   reinvestment will include the holding period of the redeemed shares.

2. Any portion of the  redemption  may be reinvested in shares of a Portfolio or
   in any of the  other  John  Hancock  mutual  funds,  subject  to the  minimum
   investment limit in any fund.

3. To  reinvest,  you must notify  Investor  Services  in  writing.  Include the
   Portfolio  name and account  number  from which your  shares were  originally
   redeemed.

YOU CAN PAY ROUTINE BILLS FROM YOUR ACCOUNT OR MAKE PERIODIC  DISBURSEMENTS FROM
YOUR RETIREMENT ACCOUNT TO COMPLY WITH IRS REGULATIONS.


SYSTEMATIC WITHDRAWAL PLAN

1. You may elect the  Systematic  Withdrawal  Plan at any time by completing the
   Account Privileges Application which is attached to this Prospectus.  You can
   also obtain the application from your registered representative or by calling
   1-800- 225-5291.

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly,  semi-annually, on
   a selected month basis or annually to yourself or any other designated payee.

4. There  is no limit on the  number  of  payments  you may  authorize,  but all
   payments must be made at the same time or intervals.

5. It is not advantageous to maintain a Systematic  Withdrawal Plan concurrently
   with  purchases of additional  shares,  because you may be subject to initial
   sales charges on your purchases.  In addition,  your  redemptions are taxable
   events.

6. Redemptions  will be  discontinued  if the U.S. Postal Service cannot deliver
   your checks or if deposits to a bank account are returned for any reason.

YOU CAN MAKE AUTOMATIC INVESTMENTS AND SIMPLIFY YOUR INVESTING.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You may  authorize an investment  to be  automatically  drawn each month from
   your bank for investment in Portfolio shares under the "Automatic  Investing"
   and "Bank Information" Sections of the Account Privileges
   Application.

2. You may also authorize  automatic  investment  through  payroll  deduction by
   completing the "Direct Deposit  Investing"  section of the Account Privileges
   Application.

3. You may terminate your Monthly Automatic Accumulation Program at any time.

4. There is no additional  charge to you for this program,  and there is no cost
   to the Portfolios.

5. If you have payments being  withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.

ORGANIZED GROUPS OF AT LEAST FOUR PERSONS MAY ESTABLISH ACCOUNTS.

GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the sales
   charge  will be based on the  aggregate  dollar  amount of all  participants'
   investments.  To  determine  how to qualify for this  program,  contact  your
   registered representative or call 1-800-225-5291.

2. The initial aggregate  investment of all participants in the group must be at
   least $250.

3. There is no  additional  charge for this  program.  There is no obligation to
   make investments beyond the minimum, and you may terminate the program at any
   time.



APPENDIX
As described in the Prospectus, the Portfolios may invest in Tax-Exempt bonds in
the lower rating categories (that is, rated Baa or Ba by Moody's or BBB or BB by
Standard & Poor's, or BBB or BB by Fitch).

Moody's  describes its lower rating  categories for tax-exempt bonds as follows:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

Standard & Poor's describes its lower rating  categories for tax-exempt bonds as
follows:

Debt rated "BBB" is regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than in higher rated categories.

Debt rated "BB" is  regarded,  on balance,  as  predominantly  speculative  with
respect  to the  issuer's  capacity  to pay  interest  and  repay  principal  in
accordance with the terms of the  obligations.  While this debt will likely have
some  quality and  protective  characteristics,  these are  outweighed  by large
uncertainties or major risk exposures to adverse conditions.

Fitch describes its lower rating categories for tax-exempt bonds as follows:

BBB Bonds are  considered  to be  investment  grade and of  satisfactory  credit
quality. The obligor's ability to pay interest and repay principal is considered
to be  adequate.  Adverse  changes in  economic  conditions  and  circumstances,
however,  are more likely to have adverse impact on these bonds,  and therefore,
impair timely payment.  The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

Plus (+) or Minus  (-)  signs are used  with a rating  symbol  to  indicate  the
relative position of a credit within the rating category.  Plus and minus signs,
however, are not used in the "AAA" category.

BB Bonds are considered  speculative.  The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes.  However,
business and financial  alternatives  can be  identified  which could assist the
obligor in satisfying its debt service requirements.

B Bonds  are  considered  highly  speculative.  While  bonds in this  class  are
currently meeting debt service requirements, the probability of continued timely
payment of principal  and  interest  reflects the  obligor's  limited  margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

Moody's  describes  its two  highest  ratings for  commercial  paper as follows:

Issuers rated P-1 (or related supporting  institutions) have a superior capacity
for  repayment  of  short-term  promissory  obligations.  Issuers  rated P-2 (or
related  supporting  institutions)  have a  strong  capacity  for  repayment  of
short-term  promissory  obligations.  This will normally be evidenced by many of
the  characteristics  cited above but to a lesser  degree.  Earnings  trends and
coverage ratios, while sound, will be more subject to variation.  Capitalization
characteristics,  while  still  appropriate,  may be more  affected  by external
conditions. Ample alternate liquidity is maintained.

Ratings for state and municipal notes and other  short-term  obligations will be
designated Moody's Investment Grade ("MIG").

MIG-1 Notes bearing this  designation  are of the best quality,  enjoying strong
protection  from  established  cash flows of funds for their  servicing  or from
established and broad-based access to the market for refinancing, or both.

MIG-2  Notes  bearing  this  designation  are of high  quality  with  margins of
protection ample although not so large as in the preceding group.

Standard & Poor's  describes  its two highest  ratings for  commercial  paper as
follows:

A-1.  This  designation  indicates  that the degree of safety  regarding  timely
payment is very strong.

A-2.  Capacity  for timely  payment on issues with this  designation  is strong.
However,  the  relative  degree of safety is not as  overwhelming  as for issues
designated A-1.

Fitch describes its two highest ratings for commercial paper as follows:

F-1+.  Exceptionally  Strong  Credit  Quality.  Issues  assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1.  Very  Strong  Credit  Quality.  Issues  assigned  this  rating  reflect an
assurance  of  timely  payment  only  slightly less  in degree than issues rated
"F-1+".



JOHN HANCOCK TAX-EXEMPT SERIES FUND
For the year ended August 31, 1994 the quality  distribution  of each  Portfolio
was as follows:

CALIFORNIA PORTFOLIO
- --------------------
<TABLE>
<CAPTION>
                                                RATING                    RATING
                                    % OF        ASSIGNED      % OF       ASSIGNED     % OF
QUALITY DISTRIBUTION     VALUE     PORTFOLIO   BY ADVISER   PORTFOLIO   BY SERVICE  PORTFOLIO
- --------------------  ----------- ---------   ----------   ---------   ----------- ---------
<S>                   <C>          <C>            <C>        <C>       <C>           <C>   
AAA                   $15,301,079  31.47%         0          0.0%      $15,301,079   31.47%
AA                     10,309,490  21.21          0          0.0        10,309,490   21.21
A                      12,592,430  25.90          0          0.0        12,592,430   25.90
BAA                     8,007,822  16.47          0          0.0         8,007,822   16.47
BA                              0   0.00          0          0.0                 0    0.00
B                               0   0.00          0          0.0                 0    0.00
Debt-Unrated            1,247,932   2.57          0          0.0         1,247,932    2.57
                      ----------- ------          -          ---       -----------   -----
Debt Securities        47,458,753  97.62          0          0.0       $47,458,753   97.62%
                                                  -          ---       -----------   -----
Equity Securities               0   0.00
Short-Term Securities   1,154,881   2.38
                      ----------- ------
Total Portfolio       $48,613,634 100.00%
                      =========== ======
</TABLE>

MASSACHUSETTS PORTFOLIO
- -----------------------
<TABLE>
<CAPTION>
                                                RATING                    RATING
                                    % OF        ASSIGNED      % OF       ASSIGNED     % OF
QUALITY DISTRIBUTION     VALUE     PORTFOLIO   BY ADVISER   PORTFOLIO   BY SERVICE  PORTFOLIO
- --------------------  ----------- ---------   ----------   ---------   ----------- ---------
<S>                   <C>          <C>            <C>        <C>       <C>           <C>   
AAA                   $15,192,841  28.53%         0          0.0%      $15,192,841   28.53%
AA                      7,370,450  13.84          0          0.0         7,370,450   13.84
A                      21,336,203  40.06          0          0.0        21,336,203   40.06
BAA                     8,325,205  15.63          0          0.0         8,325,205   15.63
BA                              0   0.00          0          0.0                 0    0.00
B                               0   0.00          0          0.0                 0    0.00
Debt-Unrated              281,538   0.53          0          0.0           281,538    0.53
                      -----------  -----          -          ---       -----------    ----
Debt Securities        52,506,237  98.59          0          0.0       $52,506,237   98.59%
                                                  -          ---       -----------   -----
Equity Securities               0   0.00
Short-Term Securitie      752,359   1.41
                      ----------- ------
Total Portfolio       $53,258,596 100.00%
                      =========== ======
</TABLE>


NEW YORK PORTFOLIO
- ------------------
<TABLE>
<CAPTION>
                                                RATING                    RATING
                                    % OF        ASSIGNED      % OF       ASSIGNED     % OF
QUALITY DISTRIBUTION     VALUE     PORTFOLIO   BY ADVISER   PORTFOLIO   BY SERVICE  PORTFOLIO
- --------------------  ----------- ---------   ----------   ---------   ----------- ---------
<S>                   <C>          <C>            <C>        <C>       <C>           <C>   
AAA                   $13,972,466  25.38%         0          0.0%      $13,972,466   25.38%
AA                     12,295,339  22.33          0          0.0        12,295,339   22.33
A                      11,626,528  21.12          0          0.0        11,626,528   21.12
BAA                    13,799,499  25.06          0          0.0        13,799,499   25.06
BA                      2,513,530   4.57          0          0.0         2,513,530    4.57
B                               0   0.00          0          0.0                 0    0.00
Debt-Unrated                    0   0.00          0          0.0                 0    0.00
                      ----------- ------          -          ---       -----------   -----
Debt Securities        54,207,362  98.46          0          0.0       $54,207,362   98.46%
                                                  -          ---        ----------   -----
Equity Securities               0   0.00
Short-Term Securities     849,627   1.54
                      ----------- ------
Total Portfolio       $55,056,989 100.00%
                      =========== ======

<PAGE>
JOHN HANCOCK TAX-EXEMPT SERIES FUND

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

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110

TRANSFER AGENT
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

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

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For: Service Information
     Telephone Exchange                      call 1-800-225-5291
     Investment-by-Phone
     Telephone Redemption
     TDD                                     call 1-800-554-6713

JHD-6300P 1/95


JOHN HANCOCK
TAX-EXEMPT
SERIES FUND --
CALIFORNIA PORTFOLIO
MASSACHUSETTS PORTFOLIO
NEW YORK PORTFOLIO

PROSPECTUS
JANUARY 1, 1995

FOR INVESTORS SEEKING TO ACHIEVE CURRENT INCOME EXCLUDABLE FROM GROSS INCOME FOR
FEDERAL  INCOME  TAX  PURPOSES  AND  EXEMPT  FROM  THE  PERSONAL  INCOME  TAX OF
CALIFORNIA,  MASSACHUSETTS OR NEW YORK STATE AND NEW YORK CITY,  CONSISTENT WITH
PRESERVATION OF CAPITAL.




101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291

 Printed on Recycled Paper



</TABLE>


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