HANCOCK JOHN TAX EXEMPT SERIES FUND
N-30D, 1996-10-21
Previous: BIOLASE TECHNOLOGY INC, 8-K, 1996-10-21
Next: OSICOM TECHNOLOGIES INC, SC 13D/A, 1996-10-21



                                John Hancock Funds
                                     New York
                                     Tax-Free
                                   Income Fund

                                  ANNUAL REPORT

                                 August 31, 1996



TRUSTEES

Edward J. Boudreau, Jr.
Dennis S. Aronowitz*
Richard P. Chapman, Jr.*
William J. Cosgrove*
Douglas M. Costle*
Leland O. Erdahl*
Richard A. Farrell*
Gail D. Fosler*
William F. Glavin*
Anne C. Hodsdon
Dr. John A. Moore*
Patti McGill Peterson*
John W. Pratt*
Richard S. Scipione
Edward Spellman*
*Members of the Audit Committee

OFFICERS

Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
Anne C. Hodsdon
President
James B. Little
Senior Vice President and
Chief Financial Officer
Susan S. Newton
Vice President and Secretary
James J. Stokowski
Vice President and Treasurer
Thomas H. Connors
Second Vice President and Compliance Officer

CUSTODIAN

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

TRANSFER AGENT

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

INVESTMENT ADVISER

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR

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

LEGAL COUNSEL

Hale and Dorr
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

Since late 1994, prospectus simplification has been a major topic 
in the mutual fund industry. At that time, Securities and Exchange 
Commission Chairman Arthur Levitt called on fund companies to
make their prospectuses more user-friendly. He noted that 
prospectuses are often overloaded with technical detail and are hard 
for most investors to understand. Many industry observers agreed, 
and rightly so.

So it is my pleasure to let you know that after being under 
development for a year, John Hancock Funds has introduced new 
simplified and consolidated prospectuses. The prospectuses feature 
shorter, clearer language with a streamlined design, and they 
incorporate several funds with similar investment objectives into 
one document. They cover our income, growth, growth and income, tax-
free income, international/global and money market funds. We are 
gratified at the favorable reviews that our new prospectuses have 
received from shareholders, financial advisers, industry analysts 
and the press. We believe they are a bold but sensible step forward. 
And while they are easier to read, they still comply with all 
federal and state guidelines.

We have taken the initiative to create a prospectus that 
dramatically departs from the norm. Among its most innovative 
features is a two-page spread highlighting each fund's goals and 
investment strategy, the types of securities it buys, its portfolio 
management and risk factors, all in plainer language. Fund expenses 
and financial highlights are now found here, too, as is a new bar 
chart that shows year-to-year volatility for each fund. Other 
features include a better presentation of fund services, a new 
glossary of investment risks and a discussion about how funds are 
organized, including a diagram showing the connection of the various 
players that provide services to your Hancock fund(s).

We believe we have made a significant advancement in the drive 
toward better mutual fund prospectuses. We hope you will agree 
because in the end, we did it for you, our shareholders.

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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



BY FRANK LUCIBELLA, CFA, PORTFOLIO MANAGER

John Hancock
New York Tax-Free 
Income Fund

Signs of economic strength roil bonds in 1996;
munis outperform in last six months 

Effective July 1, 1996, John Hancock Tax-Exempt Series Fund's name 
changed to John Hancock New  York Tax-Free Income Fund and John 
Hancock Massachusetts Tax-Free Income Fund.  What follows is the 
report for the New York Tax-Free Income Fund. 

Municipal bonds turned in a good performance over the last 12 months 
considering the see-saw environment for bonds during that time. At 
the beginning of the Fund's fiscal year in September 1995, the bond 
market was in the midst of a strong rally due to slow economic growth, 
mild inflation and falling interest rates. While municipals performed 
well during that time, they lagged their taxable brethren somewhat. 
But starting in early 1996, bond prices pulled back and yields rose as 
signs emerged of an economy growing faster than had been expected. That 
sparked fears of inflation, a bondholder's nemesis because of its corrosive 
effect on a bond's income stream. 

A 2 1/4" x 3 1/2" photo of the Fund management team. Caption reads: "New 
York Tax-Free Income Fund management team members: (l-r) Tom Goggins, 
Frank Lucibella, Dianne Sales-Singer".

During this time period, the relative value of muni bonds was 
somewhat volatile. Early in 1996, concerns about fundamental changes 
in the U.S.Tax Code weighed on the muni market, causing them to 
underperform. But as supply dwindled, investors began to again 
recognize the value of tax-free income. As a result, the last few 
months saw munis reverse course, and they dramatically outperformed 
their taxable counterparts. 



Pie chart with the heading "Portfolio Diversification" at top of left 
hand column. The chart is divided into 9 sections. Going from top left 
to right; Cash 1%; General Obligation 10%; Industrial Development 10%; 
Education 14%; Health 16%; Housing 13%; Other 17%; Transportation 10%; 
Water & Sewer 9%. A footnote below states "As a percentage of net assets 
on August 31, 1996."

Performance and strategy review

For the year ending August 31, 1996, the Fund posted a total return 
of 5.21% at net asset value, which was better than the average New 
York municipal bond fund's 4.47% return for the same period, 
according to Lipper Analytical Services.1 Please see pages six and 
seven for longer-term performance information. We attribute the 
Fund's outperformance to how we managed the Fund's duration. 
Duration measures how sensitive a bond's price -- and therefore the 
Fund's share price -- is to changes in interest rates. The longer 
the duration, the more a bond's price will rise when interest rates 
fall and fall when rates rise. At the beginning of the period, the 
Fund's duration was a fairly long 8.3 years, where we kept it as the 
market rode up and interest rates fell through January. At that 
point, just as the economy showed signs of perking up, we became 
more defensive, and shortened duration at one point to an average 
7.4 years. That served us well as rates rose and then stayed in a 
tight range. By the end of August, the Fund's duration was still a 
bit shorter than average at 7.9 years. We'll stay in this range 
until we have some clearer idea of where the economy is headed.

Table entitled "Scorecard" at bottom of left hand column. The header for 
the left column is "Investment"; the header for the right column is 
"Recent performance ... and what's behind the numbers". The first 
listing is Islip Community Development Agency followed by an up arrow 
and the phrase "Attractive yield". The second listing is New York 
Dormitory Authority followed by an up arrow and the phrase "Good 
credit". The third listing is Long Island Lighting Company followed by a 
down arrow and the phrase "Restructuring concerns". A footnote below 
states "See 'Schedule of Investments'. Investment holdings are subject 
to change".



Port Authority in, LILCO out

Several of the Fund's stronger performers were bonds we bought 
within the last six months. One was Islip Community Development 
Agency bonds for the New York Institute of Technology  to allow the 
college to consolidate campuses and restructure debt. In addition to 
their good yield, these bonds allow us to take part in the college's 
restructuring and in an improving credit. We also bought bonds 
issued by the Port Authority of New York and New Jersey for a joint 
venture that runs a natural gas-fired electric generating facility 
and also provides energy and electrical services to JFK 
International Airport. The bonds carry a favorable rate structure 
and ample revenue security, including a guarantee from the joint-
venture operator.

We bought the Port Authority bonds with the proceeds from the sale 
of our Long Island Lighting Company (LILCO) bonds. While this 
electric utility company had been a good source of income for the 
Fund, its long-pending buyout remains stalled, and uncertainty about 
its prospects caused us to re-evaluate our position. In comparison, 
the Port Authority bonds represented an opportunity to own an 
equivalent coupon, yield, maturity and rating, without having the 
uncertainty that surrounded the LILCO bonds. With no concrete plans 
emerging around a LILCO buyout and a certain amount of doubt that it 
would occur at all, we didn't want to run the risk that the bonds' 
prices would fall if no deal came through. On a risk-return basis, 
the Port Authority bonds made more sense, so we made the swap.



Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended August 31, 1996." 
The chart is scaled in increments of 5% from bottom to top, with 10% at 
the top and 0% at the bottom. Within the chart there are two solid bars. 
the first represents the 5.21% total return for John Hancock New York 
Tax-Free Income Fund. The second represents the 4.47% total return for 
the average New York municipal bond fund. A footnote below states "The 
total return for John Hancock New York Tax-Free Income Fund is at net 
asset value with all distributions reinvested. The total return for the 
average New York municipal bond fund is tracked by Lipper Analytical 
Services.(1) See following two pages for historical performance 
information."

City and state

Our New York City bond holdings, which represent another 4% of the 
Fund's net assets, also continued to perform well. The city's job 
growth was strong over the last six months, an important element in 
maintaining a favorable credit rating. 

As for New York State, we remain encouraged by the state's efforts
to improve its financial condition. While we do not believe a credit 
upgrade is imminent, it could happen in the near future if the state 
makes more progress. For now, New York remains a stable credit, with 
all state appropriated debt holding its own in the market. In fact, 
our state agency bonds rated BBB, the lowest of the investment-grade 
bonds, such as the Urban Development Corporation and State and City 
universities, performed well throughout the fiscal year.

A look ahead

In our view, election year politics will play a big role in framing 
the shape of the bond markets in the near term. Efforts by President 
Clinton to portray the economy in its best light could lead to signs 
of more strength this fall, which could cause some concern for a 
bond market already worried about the possibility of inflation. The 
municipal market, which finally overcame its flat-tax fears, could 
be temporarily sidetracked by fears of a Dole/Kemp tax cut that 
could deepen the federal budget deficit. For the moment the market 
is discounting that possibility. But depending on the outcome of the 
election, the municipal market could be in for some short-term 
turmoil. From a fundamental standpoint, however, we remain 
optimistic about municipal bonds. The overall supply of municipal 
bonds continues to decrease, while demand remains healthy and 
constant. In that environment, municipals remain attractive.

- --------------------------------------------------------------------
This commentary reflects the views of the portfolio manager through 
the end of the Fund's period discussed in this report. Of course, 
the manager's views are subject to change as market and other 
conditions warrant.

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



A LOOK AT PERFORMANCE

The tables on the right show the cumulative total returns and the 
average annual total returns for the John Hancock New York Tax-Free 
Income Fund. Total return is a performance measure that equals the 
sum of all income and capital gains dividends, assuming reinvestment 
of these distributions, and the change in the price of the Fund's 
shares, expressed as a percentage of the Fund's net asset value per 
share. Performance figures include the maximum applicable sales 
charge of 4.5% for Fund shares. Remember that all figures represent 
past performance and are no guarantee of how the Fund will perform 
in the future. Also, keep in mind that the total return and share 
price of the Fund's investments will fluctuate. As a result, your 
Fund's shares may be worth more or less than their original cost, 
depending on when you sell them. Please note that a portion of the 
Fund's income may be distributed to shareholders as taxable income, 
and some investors may be subject to the Alternative Minimum Tax. 
Also note that capital gains are taxable when distributed to shareholders. 

CUMULATIVE TOTAL RETURNS

For the period ended June 30, 1996
                                ONE         FIVE       LIFE OF
                               YEAR        YEARS        FUND
                            ----------   ---------   -----------
John Hancock New York 
Tax-Free Income Fund           1.59%       39.42%      95.78%(1)


AVERAGE ANNUAL TOTAL RETURNS

For the period ended June 30, 1996
                                ONE         FIVE       LIFE OF
                               YEAR        YEARS        FUND
                            ----------   ---------   -----------
John Hancock New York 
Tax-Free Income Fund (2)       1.59%        6.87%       7.93%(1)


YIELDS

As of August 31, 1996
                                      SEC 30-DAY
                                        YIELD
                                      ----------
John Hancock New York 
Tax-Free Income Fund                    4.94%

Notes to Performance

(1) Operations commenced on September 13, 1987.

(2) The Advisor has voluntarily waived a portion of the management 
    fee and reduced a portion of the custodian fees during the 
    period.  Without the waiver of expenses, the average annual 
    total returns for the one-year, five-year, and since inception 
    periods would have been 1.14%, 6.17%, and 6.84%, respectively.



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

The chart on the right shows how much a $10,000 investment in John 
Hancock New York Tax-Free Income Fund would be worth on August 31, 
1996, assuming you invested on the day shares started and have 
reinvested all distributions. For comparison, we've shown the same 
$10,000 investment in the Lehman Brothers Municipal Bond Index -- 
an unmanaged index that includes approximately 15,000 bonds and is 
commonly used as a measure of bond performance. Please remember that 
a portion of the distributions for this Fund may be taxable, and some 
investors may be subject to the alternative minimum tax.


New York Tax-Free Income Fund

Line chart with the heading New York Tax-Free Income Fund, representing 
the growth of a hypothetical $10,000 investment over the life of the 
fund.  Within the chart are three lines.

The first line represents the value of the Lehman Brothers Municipal 
Bond Index and is equal to $20,966 as of August 31, 1996.  The second 
line represents the value of the hypothetical $10,000 investment made in 
the New York Tax-Free Income Fund on September 13, 1987, before sales 
charge, and is equal to $20,694 as of August 31, 1996.  The third line 
represents the New York Tax-Free Income Fund after sales charge and is 
equal to $19,765 as of August 31, 1996.



<TABLE>
<CAPTION>

The Statement of Assets and Liabilities is the Fund's balance sheet and shows 
the value of what the Fund owns, is due and owes on August 31, 1996. You'll 
also find the net asset value and the maximum offering price per share as of 
that date.

Statement of Assets and Liabilities
August 31, 1996
- ----------------------------------------------------------------------------
<S>                                                             <C>
Assets:
Investments at value - Note C:
Tax-exempt long-term bonds
(cost - $52,706,595)                                             $54,674,401
                                                                 -----------
Cash                                                                 500,480
Receivable for investments sold                                      250,954
Receivable for shares sold                                            47,186
Interest receivable                                                  757,877
Receivable for futures variation margin -- Note A                     17,031
Segregated assets for financial futures contracts                     47,000
Other assets                                                           2,044
                                                                 -----------
                                                                  56,296,973
                                                                 -----------
Liabilities:
Dividend payable                                                       8,447
Payable to John Hancock Advisers, Inc.
and affiliates - Note B                                               22,152
Accounts payable and accrued expenses                                 37,623
                                                                 -----------
                                                                      68,222
                                                                 -----------
Net Assets:
Capital paid-in                                                   54,779,835
Accumulated net realized loss on investments and
financial futures contracts                                         (572,855)
Net unrealized appreciation of investments and
financial futures contracts                                        2,006,351
Undistributed net investment income                                   15,420
                                                                 -----------
                                                                 $56,228,751
                                                                 -----------
Net Asset Value Per Share:
(Based on 4,753,390 shares of beneficial
interest outstanding - unlimited number of shares
authorized with no par value)                                         $11.83
============================================================================

Maximum Offering Price  Per Share*
(11.83 x 104.71%)                                                     $12.39
============================================================================

* On single retail sales of less than $100,000.  On sales of $100,000 or more 
  and on group sales the offering price is reduced.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

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

Statement of Operations
Year ended August 31, 1996
- ----------------------------------------------------------------------------
<S>                                                              <C>
Investment Income:
Interest                                                          $3,519,678
                                                                 -----------
Expenses:
Investment management fee - Note B                                   282,847
Distribution/service fee - Note B                                    169,708
Transfer agent fee - Note B                                           57,521
Custodian fee                                                         55,748
Printing                                                              27,880
Auditing fee                                                          21,030
Legal fees                                                             9,443
Financial services fee - Note B                                        7,059
Registration and filing fees                                           6,320
Trustees' fees                                                         5,154
Miscellaneous                                                          3,989
                                                                 -----------
Less Management Fee
Reduction -- Note B                                                 (234,770)
- ----------------------------------------------------------------------------
Total Expenses                                                       411,929
- ----------------------------------------------------------------------------
Less Expense
Reductions -- Note B                                                 (16,231)
- ----------------------------------------------------------------------------
Net Expenses                                                         395,698
- ----------------------------------------------------------------------------
Net Investment Income                                              3,123,980
- ----------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments and
Financial Futures Contracts:
Net realized loss on investments sold                                (58,421)
Net realized loss on financial futures contracts                    (142,311)
Change in net unrealized appreciation/depreciation
of investments                                                       (79,341)
Change in net unrealized appreciation/depreciation
of financial futures contracts                                        38,344
                                                                 -----------
Net Realized and Unrealized
Loss on Investments and
Financial Futures
Contracts                                                           (241,729)
- ----------------------------------------------------------------------------
Net Increase in Net Assets
Resulting from
Operations                                                        $2,882,251
============================================================================

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Statement of Changes in Net Assets

                                                                                      YEAR ENDED AUGUST 31,
                                                                                  ----------------------------
                                                                                     1995             1996
                                                                                  -----------      -----------
<S>                                               <C>            <C>              <C>             <C>
Increase (Decrease) in Net Assets:
From Operations:
Net investment income                                                              $3,068,658       $3,123,980
Net realized loss on investments sold and
financial futures contracts                                                          (238,444)        (200,732)
Change in net unrealized appreciation/
depreciation of investments and financial
futures contracts                                                                     869,661          (40,997)
                                                                                  -----------      -----------
Net Increase in Net Assets Resulting
from Operations                                                                     3,699,875        2,882,251
                                                                                  -----------      -----------
Distributions to Shareholders:
Dividends from net investment income
($0.6533 and $0.6609 per share,
respectively)                                                                      (3,068,658)      (3,123,980)
                                                                                  -----------      -----------
From Fund Share Transactions*:                                                       (568,548)         717,513
                                                                                  -----------      -----------
Net Assets:
Beginning of period                                                                55,690,298       55,752,967
                                                                                  -----------      -----------
End of period (including undistributed
net investment income of $8,092, and $15,420,
respectively)                                                                     $55,752,967      $56,228,751
                                                                                  ===========      ===========

* Analysis of Fund Share Transactions:
                                                                    YEAR ENDED AUGUST 31,
                                                   -----------------------------------------------------------
                                                               1995                           1996
                                                   --------------------------     ----------------------------
                                                     SHARES          AMOUNT          SHARES           AMOUNT
                                                   -----------    -----------     -----------      -----------
Shares sold                                            628,844     $7,226,005         555,889       $6,667,694
Shares issued to shareholders in
reinvestment of distributions                          205,702      2,366,589         188,248        2,255,924
                                                   -----------    -----------     -----------      -----------
                                                       834,546      9,592,594         744,137        8,923,618
Less shares repurchased                               (889,508)   (10,161,142)       (685,056)      (8,206,105)
                                                   -----------    -----------     -----------      -----------
Net increase (decrease)                                (54,962)     ($568,548)         59,081         $717,513
                                                   ===========    ===========     ===========      ===========

The Statement of Changes in Net Assets shows how the value of net assets of the Fund has changed since the end 
of the previous period. The difference reflects net investment income, any investment gains and losses, distributions 
paid to shareholders, and any increase or decrease in money shareholders invested in the Fund. The footnotes 
illustrate the number of Fund shares sold, reinvested and redeemed during the last two periods, along with the 
per share amount of distributions made to shareholders of the Fund for the period indicated.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Financial Highlights

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

                                                                                      YEAR ENDED AUGUST 31,
                                                                  -------------------------------------------------
                                                                      1992     1993      1994      1995      1996
                                                                    -------   -------   -------   -------   -------
<S>                                                                 <C>       <C>       <C>     <C>         <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period                                 $11.29    $11.90    $12.63    $11.73    $11.88
                                                                    -------   -------   -------   -------   -------
Net Investment Income                                                  0.72      0.68      0.64      0.65      0.66
Net Realized and Unrealized Gain (Loss) on Investments
and Financial Futures Contracts                                        0.63      0.87     (0.77)     0.15     (0.05)
                                                                    -------   -------   -------   -------   -------
Total from Investment Operations                                       1.35      1.55     (0.13)     0.80      0.61
                                                                    -------   -------   -------   -------   -------
Less Distributions:
Dividends from Net Investment Income                                  (0.72)    (0.68)    (0.64)    (0.65)    (0.66)
Distributions from Net Realized Gain on Investments Sold              (0.02)    (0.14)    (0.13)       --        --
                                                                    -------   -------   -------   -------   -------
Total Distributions                                                   (0.74)    (0.82)    (0.77)    (0.65)    (0.66)
                                                                    -------   -------   -------   -------   -------
Net Asset Value, End of Period                                       $11.90    $12.63    $11.73    $11.88    $11.83
                                                                    =======   =======   =======   =======   =======

Total Investment Return at Net Asset Value (2)                        12.17%    13.70%    (1.05%)    7.19%     5.21%
Total Adjusted Investment Return and Net Asset Value (2)(3)           11.09%    12.83%    (1.58%)    6.74%     4.77%

Ratios and Supplemental Data
Net Assets, End of Period (000's omitted)                           $33,806   $52,444   $55,690   $55,753   $56,229
Ratio of Expenses to Average Net Assets                                0.60%     0.67%     0.70%     0.70%     0.73%(4)
Ratio of Adjusted Expenses to Average Net Assets (1)                   1.68%     1.54%     1.23%     1.15%     1.14%
Ratio of Net Investment Income to Average Net Assets                   6.22%     5.63%     5.28%     5.67%     5.51%
Ratio of Adjusted Net Investment Income to Average Net Assets (1)      5.14%     4.76%     4.75%     5.22%     5.07%
Portfolio Turnover Rate                                                  48%       56%       23%       70%       76%
Expense and Fee Reduction Per Share                                   $0.13     $0.11     $0.06     $0.05     $0.05

(1) Unreimbursed, without fee reduction.
(2) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(3) An estimated total return calculation that does not take into consideration fee reductions by the Adviser during
    the period.
(4) For the year ended August 31, 1996, the Ratio of Expenses to Average Net Assets for the fund excludes the effect of
    balance credits described in Note B. If these expense reductions were included, the Ratio of Expenses to Average Net 
    Assets would be 0.70%.

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

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Schedule of Investments
August 31, 1996
- ----------------------------------------------------------------------------------------------------------
The Schedule of Investments is a complete list of all securities owned by the New York Tax-Free Income Fund on
August 31, 1996. The schedule consists of one main category: tax-exempt long term bonds. The tax-exempt bonds
are further broken down by state. Under each state is a list of the securities owned by the Fund.

                                                                          PAR VALUE                  YIELD
                                               INTEREST   MATURITY    S&P    (000'S       MARKET        AT
STATE, ISSUER, DESCRIPTION                         RATE       DATE RATING   OMITTED)       VALUE    MARKET+
- --------------------------------------------   --------   --------   ---- ---------   ----------   -------
<S>                                              <C>       <C>      <C>      <C>       <C>          <C>
TAX-EXEMPT LONG-TERM BONDS
New York (88.17%)
Albany, County of,
Ref Ser 1993                                      5.000%   10/01/12  AAA       $600     $560,916      5.35%
Dutchess County Resource Recovery Agency,
Solid Waste Mgmt Sys Rev Ser 1990 A               7.500    01/01/09  AAA        250      272,073      6.89
Islip Community Development Agency,
Dev Rev NY Institute of Technology Proj           7.500    03/01/26  BB-*     1,500    1,502,970      7.49
Metropolitan Transportation Auth,
Commuter Facil 1987 Serv Contract Ser 3           7.375    07/01/08  BBB      1,000    1,122,720      6.57
Commuter Facil 1992 Serv Contract Ser N           7.125    07/01/09  BBB      1,000    1,080,580      6.59
Transit Facil Rev Ser J                           6.500    07/01/18  AAA      1,000    1,066,810      6.09
New York City Housing Development Corp,
Multi-Family Mtg Rev FHA Ins Mtg Ln 1993 Ser A    6.550    10/01/15  AAA      1,000    1,033,710      6.34
New York City Industrial Development Agency,
Solid Waste Disposal Rev 1995 Visy Paper
NY Inc Proj                                       7.950    01/01/28  BB*      1,000    1,046,400      7.60
Spec Facil Rev 1990 American
Airlines Inc Proj                                 8.000    07/01/20  BB+        400      422,292      7.58
New York City Municipal Water
Finance Auth,
Wtr & Swr Sys Rev Ser 1992 A                      5.500    06/15/20  A-       1,000      914,570      6.01
Wtr & Swr Sys Rev Ser 1996                        6.250    06/15/20  A-       1,000    1,014,780      6.16
New York Local Government
Assistance Corp,
Ser 1991 A Pub Benefit Corp                       7.250    04/01/18  AAA      1,000    1,125,470      6.44
Ser 1992 A Pub Benefit Corp                       6.875    04/01/19  A        2,000    2,190,520      6.28
Ser 1993 E Pub Benefit Corp                       5.250    04/01/16  A          500      466,370      5.63
New York State Dormitory
Auth,
City Univ Rev Iss Ser U                           6.375    07/01/08  BBB        500      512,790      6.22
City Univ Sys Consol Rev Ser
1990A                                             7.625    07/01/20  BBB        485      545,625      6.78
Cornell Univ Rev Ser 1996                         5.400    07/01/14  AA       1,000      972,920      5.55
Court Facil Lease Rev Ser 1993A                   5.375    05/15/16  BBB+     1,500    1,338,255      6.02
Genessee Valley Presbyterian
Nursing Center FHA-Ins
Mtg Rev Ser 1992B                                 6.850    08/01/16  AA         250      267,158      6.41
KMH Homes Inc FHA-Ins Mtg Rev
Ser 1991                                          6.950    08/01/31  AA       1,200    1,272,060      6.56
Manhattanville College Ins Rev
Ser 1990                                          7.500    07/01/22  AAA        305      341,795      6.69
Nyack Hosp Rev Ser 1996                           6.250    07/01/13  Baa*       500      488,915      6.39
State Univ Ed Facil Rev Ser
1990A                                             7.700    05/15/12  Aa*        300      337,290      6.85
State Univ Ed Facil Rev Ser
1993A                                             5.500    05/15/19  A*       1,000      918,630      5.99
United Hlth Serv Inc FHA-Ins Mtg
Rev Ser 1989                                      7.350    08/01/29  AAA        200      214,506      6.85
Univ of Rochester Rev Ser 1987                    6.500    07/01/09  A+         625      645,256      6.30%
Upstate Community Colleges 1988A
Iss                                               7.750    07/01/18  Baa1*      300      323,721      7.18
Vassar College Rev Ser 1990                       7.250    07/01/15  AAA        250      277,982      6.52
New York State Energy Research
and Development Auth,
Elec Facil Rev Ser 1986 A Consol
Edison Co of NY Inc Proj                          7.500    11/15/21  A+         200      204,934      7.32
Elec Facil Rev Ser 1989 A Consol
Edison Co of NY Inc Proj                          7.750    01/01/24  A+         200      209,798      7.39
Elec Facil Rev Ser 1989 B Consol
Edison Co of NY Inc Proj                          7.375    07/01/24  A+         200      210,024      7.02
Elec Facil Rev Ser 1990 A Consol
Edison Co of NY Inc Proj                          7.500    07/01/25  A+         260      278,122      7.01
Elec Facil Rev Ser 1991 A Consol
Edison Co of NY Inc Proj                          7.500    01/01/26  A+         420      451,332      6.98
New York State Environmental Facilities
Corp,
State Wtr Poll Control Revolving Fund
Rev Ser 1990 A                                    7.500    06/15/12  A          630      694,052      6.81
State Wtr Poll Control Revolving Fund
Rev Ser 1991 E                                    6.875    06/15/10  A          400      436,000      6.31
New York State Housing Finance Agency,
Ins Multi-Family Mtg Hsg 1992 Ser C               6.450    08/15/14  AAA        500      514,055      6.27
Ins Multi-Family Mtg Hsg 1994 Ser B               6.250    08/15/14  AAA        750      765,008      6.13
Ins Multi-Family Mtg Hsg 1994 Ser C               6.450    08/15/14  Aa*      1,000    1,029,910      6.26
New York State Medical Care Facilities
Finance Auth,
Hosp & Nursing Home FHA-Ins Mtg Rev
1988 Ser C                                        7.700    02/15/22  AAA        450      487,287      7.11
Hosp & Nursing Home Ins Mtg Rev 1992
Ser B                                             6.950    02/15/32  AA       1,000    1,063,820      6.53
Mental Hlth Serv Facil Imp Rev 1990
Ser B Preref                                      7.875    08/15/20  AAA        150      170,387      6.93
Mental Hlth Serv Facil Imp Rev 1990
Ser B Unref Bal                                   7.875    08/15/20  BBB+        90      100,459      7.06
Mental Hlth Serv Facil Imp Rev 1991
Ser A Preref                                      7.750    08/15/11  AAA        165      188,382      6.79
Mental Hlth Serv Facil Imp Rev 1991
Ser A Unref Bal                                   7.750    08/15/11  BBB+        60       66,869      6.95
Mental Hlth Serv Facil Imp Rev 1991
Ser B                                             7.625    08/15/17  BBB+       245      272,305      6.86
Mental Hlth Serv Facil Imp Rev 1991
Ser C Preref                                      7.300    02/15/21  AAA        300      340,041      6.44
Mental Hlth Serv Facil Imp Rev 1991
Ser C Unref Bal                                   7.300    02/15/21  BBB+       100      108,744      6.71
Mental Hlth Serv Facil Imp Rev 1993
Ser F                                             5.375    02/15/14  AAA      1,000      945,310      5.69
Mental Hlth Serv Facil Imp Rev 1994
Ser E                                             6.250    08/15/19  AAA      1,500    1,541,340      6.08
Sec Hosp Rev 1991 Ser A                           7.350    08/15/11  BBB        250      267,255      6.88
New York State Mortgage Agency,
Homeowner Mtg Rev Ser 27                          6.900    04/01/15  Aa*      1,175    1,234,960      6.56
Homeowner Mtg Rev Ser 28                          7.050    10/01/23  Aa*        500      521,385      6.76
Homeowner Mtg Rev Ser 53                          5.900    10/01/17  Aa*        500      488,770      6.04
Homeowner Mtg Rev Ser 57                          6.300    10/01/17  Aa*        500      504,095      6.25
Homeowner Mtg Rev Ser BB-2                        7.950    10/01/15  Aa*        230      239,975      7.62
Homeowner Mtg Rev Ser EE-4                        7.800    10/01/13  Aa*        300      319,059      7.33
Homeowner Mtg Rev Ser JJ                          7.500    10/01/17  Aa*        330      347,417      7.12
Homeowner Mtg Rev Ser VV                          7.375    10/01/11  Aa*        195      206,636      6.96
New York State Power Auth,
Gen Purpose Ser W                                 6.500    01/01/08  AA-        250      274,402      5.92
Gen Purpose Ser Y                                 6.500    01/01/11  AA-        250      264,550      6.14
Gen Purpose Ser Y                                 6.750    01/01/18  AA-        250      268,850      6.28
New York State Thruway Auth,
Local Highway & Bridge Serv
Contract
Ser 1991                                          7.250    01/01/10  BBB        300      334,824      6.50
New York State Urban Development
Corp,
Rev Correctional Facil Ser 1993                   5.500    01/01/15  A*       2,500    2,274,000      6.05
Rev Ser 1990 Onondaga County Convention
Center Proj                                       7.875    01/01/20  BBB        250      285,935      6.89
New York, City of,
GO Fiscal 1991 Ser B                              8.250    06/01/07  A-*        200      232,742      7.09
GO Fiscal 1991 Ser D                              8.000    08/01/04  A-*        250      277,532      7.21
GO Fiscal 1991 Ser F                              8.200    11/15/03  A-*        250      280,950      7.30
GO Fiscal 1992 Ser A                              7.750    08/15/12  A-*        250      275,720      7.03
GO Fiscal 1992 Ser B                              7.000    10/01/13  A-*        500      522,195      6.70
GO Fiscal 1992 Ser C Subseries C-1                7.500    08/01/21  A-*        250      275,410      6.81
GO Fiscal 1992 Ser H                              7.000    02/01/22  A-*        620      642,029      6.76
GO Fiscal 1996 Ser G                              5.750    02/01/17  A-*      1,000      917,920      6.26
New York, State of,
GO Environmental Quality Fiscal 1994              6.500    12/01/14  A-       1,000    1,065,360      6.10
North Country Development Auth,
Solid Waste Mgt Sys Rev Preref Ser
1992 A                                            6.750    07/01/12  Baa*       265      285,583      6.26
Solid Waste Mgt Sys Rev Unref Bal
Ser 1992 A                                        6.750    07/01/12  Baa*       225      231,239      6.57
Onondaga County Industrial Development
Agency,
Civic Facil Rev 1993 Ser B Community
Gen Hosp of
Greater Syracuse Proj                             6.625    01/01/18  BBB      1,000      992,890      6.67
Port Auth of New York and New Jersey,
Spec Proj Ser 4 KIAC Partners Proj                6.750    10/01/19  BBB*     2,500    2,488,225      6.78
Triborough Bridge and Tunnel Auth,
Gen Purpose Rev                                    Zero    01/01/21  AAA      1,500      361,785      5.93
Spec Oblig Ref Ser 1991B                          6.875    01/01/15  A-         500      540,095      6.36
                                                                                     -----------
                                                                                      49,577,051
                                                                                     -----------
Puerto Rico (9.07%)
Puerto Rico Aqueduct and Sewer Auth,
Ref Pars & Inflos Ser 1995 Gtd by
the Commonwealth of
Puerto Rico                                      8.220#    07/01/11  AAA      2,000    2,167,500      7.58
Puerto Rico Electric Power Auth,
Rev Ref Ser U                                     6.000    07/01/14  BBB+       250      248,353      6.04
Puerto Rico Highway and
Transportation Auth,
Highway Rev Ref Ser X                             5.500    07/01/15  A        1,000      961,380      5.72
Puerto Rico Public Building Auth,
Rev Gtd Govt Facil Ser A                          6.250    07/01/12  AAA      1,110    1,197,157      5.79
Puerto Rico, Commonwealth of,
GO Pub Imp Unltd Ref Ser 1994                     6.400    07/01/11  A          500      522,960      6.12
                                                                                     -----------
                                                                                       5,097,350
                                                                                     -----------
             TOTAL TAX-EXEMPT LONG-TERM BONDS
                           (Cost $52,706,595)                               (97.24%) $54,674,401
                                                                            =======  ===========

*  Credit ratings are rated by Moody's Investors Services, Fitch or John Hancock Advisers, Inc. where
   Standard & Poors ratings are not available.
** Credit ratings are unaudited.
+  The yield is not calculated in accordance with guidelines established by the U.S. Securities Exchange
   Commission and is unaudited.  Zero coupon yields are at yield to maturity.
#  Represents rate in effect on August 31, 1996.

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

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Portfolio Concentration 
August 31, 1996 (Unaudited)
- -----------------------------------------------------------------------------------------
The New York Tax-Free Income Fund invests primarily in securities issued by the state of 
New York and its various political subdivisions. The performance of the Fund is closely 
tied to the economic conditions within the state and the financial condition of the state 
and its agencies and municipalities. The concentration of investments by states and credit 
ratings for individual securities held by the Fund are shown in the schedule of investments. 
In addition, the concentration of investments can be aggregated by various sector categories.

The table below shows the percentages of the Fund's investments at August 31, 1996 assigned 
to the various sector categories.

                                                          MARKET VALUE AS A PERCENTAGE OF
SECTOR DISTRIBUTIONS                                                THE FUND'S NET ASSETS
- -----------------------------------------------------------------------------------------
<S>                                                                               <C>
General Obligation                                                                   9.91%
Revenue Bonds -- Education                                                          13.73
Revenue Bonds -- Electric Power                                                      1.88
Revenue Bonds -- Health                                                             15.63
Revenue Bonds -- Housing                                                            12.81
Revenue Bonds -- Industrial Development Bond                                        10.36
Revenue Bonds -- Other                                                              13.89
Revenue Bonds -- Transportation                                                      9.73
Revenue Bonds -- Water & Sewer                                                       9.30
                                                                                  -------
     TOTAL TAX-EXEMPT LONG-TERM BONDS                                              97.24%
                                                                                  =======

See notes to financial statements.

</TABLE>



NOTES TO FINANCIAL STATEMENTS

John Hancock Funds - New York Tax-Free Income Fund

NOTE A --
ACCOUNTING POLICIES

John Hancock New York Tax-Free Income Fund (the "Fund") is a 
diversified open-end management investment company, registered under 
the Investment Company Act of 1940. The Fund is organized as a Massachusetts 
business trust under the laws of the Commonwealth of Massachusetts. 
Prior to July 1, 1996 the Fund was known as the John Hancock Tax Exempt 
Series Fund -- New York Portfolio. The investment objective of the Fund 
is to provide as high a level of current income exempt from both federal 
income taxes and New York personal income taxes as is consistent with 
preservation of capital.

Significant accounting policies of the Fund are as follows:

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

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by 
the Securities and Exchange Commission, the Fund, along with other 
registered investment companies having a management contract with 
John Hancock Advisers, Inc. (the "Adviser"), a wholly-owned 
subsidiary of The Berkeley Financial Group, may participate in a 
joint repurchase agreement. Aggregate cash balances are invested in 
one or more repurchase agreements, whose underlying securities are 
obligations of the U.S. government and/or its agencies. The Fund's 
custodian bank receives delivery of the underlying securities for 
the joint account on the Fund's behalf. The Adviser is responsible 
for ensuring that the agreement is fully collateralized at all 
times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of 
the date of purchase, sale or maturity. Net realized gains and 
losses on sales of investments are determined on the identified cost 
basis.

FEDERAL INCOME TAXES The Fund's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all of its taxable 
income, including any net realized gain on investments, to its 
shareholders. Therefore, no federal income tax provision is 
required. For federal income tax purposes, the Fund has $347,989 of 
capital loss carryforwards available, to the extent provided by 
regulations, to offset future net realized capital gains. If such 
carryforwards are used by the Fund, no capital gains distribution 
will be made. The carryforwards expire as follows: August 31, 2003 -
- - $77,663 and August 31, 2004 -- $270,326. Additionally, net capital 
losses of $184,658 attributable to security transactions occurring 
after October 31, 1995 are treated as arising on the first day 
(September 1, 1996) of the Fund's next taxable year.

DIVIDENDS, INTEREST AND DISTRIBUTIONS Interest income on investment 
securities is recorded on the accrual basis.  The Fund records all 
distributions to shareholders from net investment income and 
realized gains on the ex-dividend date. Such distributions are 
determined in conformity with income tax regulations, which may 
differ from generally accepted accounting principles. The Fund 
records dividends from net investment income daily and distributes 
monthly.

PREMIUM AND DISCOUNT For tax-exempt issues, the Fund amortizes the 
amount paid in excess of par value on securities purchased from 
either the date of purchase or date of issue to date of sale, 
maturity or to next call date, if applicable. The Fund accretes 
original issue discount from par value on securities purchased from 
either the date of issue or the date of purchase over the life of 
the security, as required by the Internal Revenue Code. The Fund 
records market discount on bonds purchased after April 30, 1993 at 
time of disposition.

USE OF ESTIMATES The preparation of these financial statements in 
accordance with generally accepted accounting principles 
incorporates estimates made by management in determining the 
reported amounts of assets, liabilities, revenues, and expenses of
the Fund. Actual results could differ from these estimates.

FINANCIAL FUTURES CONTRACTS The Fund may buy and sell financial 
futures contracts to hedge against the effects of fluctuations in 
interest rates and other market conditions. At the time the Fund 
enters into a financial futures contract, it will be required to 
deposit with its custodian a specified amount of cash or U.S. 
government securities, known as "initial margin", equal to a certain 
percentage of the value of the financial futures contract being 
traded. Each day, the futures contract is valued at the official 
settlement price on the board of trade or U.S. commodities exchange. 
Subsequent payments, known as "variation margin", to and from the 
broker are made on a daily basis as the market price of the 
financial futures contract fluctuates. Daily variation margin 
adjustments, arising from this  "mark to market", will be recorded 
by the Fund as unrealized gains or losses.

When the contracts are closed, the Fund recognizes a gain or loss. 
Risks of entering into futures contracts include the possibility 
that there may be an illiquid market and/or that a change in the 
value of the contracts may not correlate with changes in the value 
of the underlying securities. In addition, the Fund could be 
prevented from opening or realizing the benefits of closing out 
futures positions because of position limits or limits on daily 
price fluctuations imposed by an exchange.

For federal income tax purposes, the amount, character and timing of 
the Fund's gains and/or losses can be affected as a result of 
futures contracts.

At August 31, 1996, open positions in financial futures were as 
follows: 

                                                       UNREALIZED
EXPIRATION    OPEN CONTRACTS            POSITION      APPRECIATION 
- -----------   ----------------------    --------      ------------
SEPT 96       10 Muni Notes                SHORT         $  12,562
DEC 96        15 U.S. Treasury Bonds       SHORT         $  25,782
                                                         ---------
                                                         $  38,344

OPTIONS Listed options will be valued at the last quoted sales price 
on the exchange on which they are primarily traded. Purchased put or 
call over-the-counter options will be valued at the average of the 
"bid" prices obtained from two independent brokers. Written put or 
call over-the-counter options will be valued at the average of the 
"asked" prices obtained from two independent brokers. Upon the 
writing of a call or put option, an amount equal to the premium 
received by the Fund will be included in the Statement of Assets and 
Liabilities as an asset and corresponding liability. The amount of 
the liability will be subsequently marked-to-market to reflect the 
current market value of the written option.

The Fund may use option contracts to manage its exposure to the 
stock market. Writing puts and buying calls will tend to increase 
the Fund's exposure to the underlying instrument and buying puts and 
writing calls will tend to decrease the Fund's exposure to the 
underlying instrument, or hedge other Fund investments.

The maximum exposure to loss for any purchased options will be 
limited to the premium initially paid for the option. In all other 
cases, the face (or "notional") amount of each contract at value 
will reflect the maximum exposure of the Fund in these contracts, 
but the actual exposure will be limited to the change in value of 
the contract over the period the contract remains open.

Risks may also arise if counterparties do not perform under the 
contract's terms ("credit risk"), or if the Fund is unable to offset 
a contract with a counterparty on a timely basis ("liquidity risk"). 
Exchange-traded options have minimal credit risk as the exchanges 
act as counterparties to each transaction, and only present 
liquidity risk in highly unusual market conditions. To minimize 
credit and liquidity risks in over-the-counter option contracts, the 
Fund will continuously monitor the creditworthiness of all its 
counterparties.

At any particular time, except for purchased options, market or 
credit risk may involve amounts in excess of those reflected in the 
Fund's period-end Statement of Assets and Liabilities.

There were no written option transactions for the period ended 
August 31, 1996.

NOTE B -- 
MANAGEMENT FEE, AND TRANSACTIONS 
WITH AFFILIATES AND OTHERS

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, on an annual basis, to the sum of (a) 0.500% of 
the first $250,000,000 of the Fund's average daily net asset value, 
(b) 0.450% of the next $250,000,000, (c) 0.425% of the next 
$500,000,000, (d) 0.400% of the next $250,000,000 and (e) 0.300% of 
the Fund's average daily net asset value in excess of 
$1,250,000,000.

In the event normal operating expenses of the Fund exclusive of 
certain expenses prescribed by state law, are in excess of the most 
restrictive state limit where the Fund is registered to sell shares, 
the fee payable to the Adviser will be reduced to the extent of such 
excess, and the Adviser will make additional arrangements necessary 
to eliminate any remaining excess expenses. The current limits are 
2.5% of the first $30,000,000 of the Fund's average daily net asset 
value, 2.0% of the next $70,000,000, and 1.5% of the remaining 
average daily net asset value.

The Adviser has voluntarily agreed to limit the Fund's expenses 
further to the extent required to prevent expenses from exceeding 
0.70% of the Fund's average daily net asset value, exclusive of 
certain expenses prescribed by state law. Accordingly, for the 
period ended August 31, 1996, the reduction in the Adviser's fee 
collectively with any additional amounts not borne by the Fund by 
virtue of the expense limit amounted to $234,770. This limitation 
may be discontinued at any time.

The Fund has an agreement with its custodian bank under which 
$16,231 of custodian fees have been reduced by balance credits 
applied during the period ended August 31, 1996. If the Fund had not 
entered into this agreement, the assets not invested, on which these 
balance credits were earned, could have produced taxable income.

The Fund has a distribution agreement with John Hancock Funds, Inc. 
("JH Funds"), a wholly owned subsidiary of the Adviser. For the 
period ended August 31, 1996, net sales charges received with regard 
to sales of shares amounted to $222,608. Out of this amount, $25,703 
was retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $49,878 was paid as sales commissions 
to unrelated broker-dealers and $147,027 was paid as sales 
commissions to sales personnel of John Hancock Distributors, Inc. 
("Distributors"), Tucker Anthony, Incorporated ("Tucker Anthony") 
and Sutro & Co., Inc. ("Sutro"), all of which are broker dealers. 
The Adviser's indirect parent, John Hancock Mutual Life Insurance 
Company, is the indirect sole shareholder of Distributors and John 
Hancock Freedom Securities Corporation and its subsidiaries, which 
include Tucker Anthony and Sutro.

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted a 
Distribution Plan pursuant to Rule 12b-1 under the Investment 
Company Act of 1940. Accordingly, the Fund will make payments to JH 
Funds at an annual rate not to exceed 0.30% of average daily net 
assets to reimburse JH Funds for its distribution and service costs. 
Up to a maximum of 0.25% of such payments may be service fees as 
defined by the amended Rules of Fair Practice of the National 
Association of Securities Dealers. Under the amended Rules of Fair 
Practice, curtailment of a portion of the Fund's 12b-1 payments 
could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Investor 
Services Corporation ("Investor Services"), a wholly-owned 
subsidiary of The Berkeley Financial Group. The Fund pays Investor 
Services a fee based on the  number of shareholder accounts and 
certain out-of-pocket expenses. 

On March 5, 1996, the Board of Trustees approved retroactively to 
January 1, 1996, an agreement with the Adviser to perform necessary 
tax and financial management services for the Funds. The 
compensation for 1996 is estimated to be at an annual rate of 
0.01875% of the average net assets for each Fund.

Mr. Edward J. Boudreau, Jr., Mr. Richard S. Scipione, and Ms. Anne 
C. Hodsdon are directors and/or officers of the Adviser and/or its 
affiliates, as well as Trustees of the Fund. The compensation of 
unaffiliated Trustees is borne by the Fund. Effective with the fees 
paid for 1995, the unaffiliated Trustees may elect to defer for tax 
purposes their receipt of this compensation under the John Hancock 
Group of Funds Deferred Compensation Plan. The Fund makes 
investments into other John Hancock funds, as applicable, to cover 
its liability for the deferred compensation. Investments to cover 
the Fund's deferred compensation liability are recorded on the 
Fund's books as an other asset. The deferred compensation liability 
and the related other asset are always equal and are marked to 
market on a periodic basis to reflect any income earned by the 
investment as well as any unrealized gains or losses. At August 31, 
1996 the Fund's investments to cover the deferred compensation 
liability had unrealized appreciation of $201.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other than 
obligations of the U.S. government and its agencies and short-term 
securities, during the period ended August 31, 1996, aggregated 
$42,082,444 and $42,485,180, respectively. There were no purchases 
or sales of obligations of the U.S. government and its agencies 
during the period ended August 31, 1996.

The cost of investments owned at August 31, 1996 for federal income 
tax purposes was $52,706,595. Gross unrealized appreciation and 
depreciation of investments aggregated $2,286,534 and $318,728 
respectively, resulting in net unrealized appreciation of 
$1,967,806

NOTE D --
RECLASSIFICATION OF CAPITAL ACCOUNTS

During the year ended August 31, 1996 the Fund has reclassified 
amounts to reflect an increase in accumulated net investment income 
and accumulated net realized loss on investments of $7,328. This 
represents the cumulative amount necessary to report these balances 
on a tax basis, excluding certain temporary differences, as of 
August 31, 1996. Additional adjustments may be needed in subsequent 
reporting periods. These reclassifications, which have no impact on 
the net asset value of the Fund, are primarily attributable to 
certain differences in the computation of distributable income and 
capital gains under federal income tax rules versus generally 
accepted accounting principles. The calculation of net investment 
income per share in the financial highlights excludes these 
adjustments.



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Trustees of
John Hancock New York Tax-Free Income Fund,
formerly John Hancock Tax-Exempt Series Fund - New York Portfolio

In our opinion, the accompanying statement of assets and 
liabilities, including the schedule of investments, (except for 
Moody's and Standard & Poor's ratings and yields at market), and the 
related statements of operations and of changes in net assets and the 
financial highlights present fairly, in all material respects, the 
financial position of the New York Tax-Free Income Fund (the 
"Fund"), formerly John Hancock Tax-Exempt Series Fund -- New York 
Portfolio, at August 31, 1996, the results of its operations, the 
changes in its net assets and the financial highlights for the 
periods indicated, in conformity with generally accepted accounting 
principles. These financial statements and financial highlights 
(hereafter referred to as "financial statements") are the 
responsibility of the Fund's management; our responsibility is to 
express an opinion on these financial statements based on our 
audits. We conducted our audits of these financial statements in 
accordance with generally accepted auditing standards which require 
that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material 
misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates 
made by management, and evaluating the overall financial statement 
presentation. We believe that our audits, which included 
confirmation of securities owned at August 31, 1996 by 
correspondence with the custodian and brokers provide a reasonable 
basis for the opinion expressed above.

Price Waterhouse LLP

Boston, Massachusetts

October 9, 1996

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax purposes, the following information is 
furnished with respect to the distributions of the Fund for its 
fiscal year ended August 31, 1996.

None of the 1996 income dividends qualify for the corporate 
dividends received deduction. Shareholders, who are not subject to 
the alternative minimum tax, received income dividends from the 
Fund, which are 99.57% tax-exempt. The percentage of income 
dividends from the Fund subject to the alternative minimum tax is 
12.72%.

None of the income dividends were derived from U.S. Treasury Bills.
For specific information on exception provisions in your state, 
consult your local state tax office or your tax adviser.

Shareholders will receive a 1996 U.S. Treasury Department Form 1099-
DIV in January, 1997. 



SHAREHOLDER MEETING (UNAUDITED)

On June 26, 1996, a special meeting of John Hancock New York Tax-
Free Income Fund, formerly John Hancock Tax-Exempt Series Fund - New 
York Portfolio (the "Fund") was held.

Specifically, shareholders approved an Amended and Restated 
Declaration of Trust. The shareholder votes tallied were 2,410,212 
FOR, 28,552 AGAINST and 260,823 ABSTAINING.

The shareholders next approved a new investment management contract 
between John Hancock Advisers, Inc. and the Fund to conform it to 
the investment management contracts of other funds in the John 
Hancock fund complex. The shareholder votes tallied were 2,425,948 
FOR, 33,917 AGAINST and 258,575 ABSTAINING.

Next, the shareholders approved an amendment to redesignate as 
nonfundamental the Fund's investment objective, certain investment 
policies and certain investment restrictions. The shareholder votes 
tallied were 7,070,423 FOR, 240,554 AGAINST and 787,783 ABSTAINING.

In addition the shareholders voted to approve an amendment to the 
Fund's fundamental investment restriction regarding senior 
securities to allow multiple classes of shares and transactions in 
options and futures contracts. The shareholder votes tallied were 
2,376,070 FOR, 57,953 AGAINST and 265,564 ABSTAINING.

The shareholders also voted to approve amendments to the Fund's 
fundamental investment restrictions regarding: (i) borrowing, (ii) 
lending portfolio securities and (iii) transactions in commodities 
and commodity contracts. The shareholder votes tallied were (i) 
2,350,116 FOR, 71,215 AGAINST and 278,255 ABSTAINING, (ii) 2,353,016 
FOR, 70,570 AGAINST and 276,001 ABSTAINING and (iii) 2,340,840 FOR, 
76,054 AGAINST and 282,693 ABSTAINING.

Lastly, the following trustees were elected to serve until their 
respective successors shall become duly elected and qualified, with 
the votes tabulated as indicated:

NAME OF TRUSTEE                FOR          WITHHELD
- ----------------           -----------   -------------
Dennis S. Arnowitz          2,723,759       90,860
Edward J. Boudreau, Jr.     2,722,824       91,795
Richard P. Chapman, Jr.     2,724,224       90,395
William J. Cosgrove         2,724,224       90,395
Douglas M. Costle           2,721,960       92,659
Leland O. Erdahl            2,723,810       90,809
Richard A. Farrell          2,724,150       90,469
Gail D. Fosler              2,724,549       90,070
William F. Glavin           2,721,960       92,659
Anne C. Hodsdon             2,724,100       90,519
Dr. John A. Moore           2,724,564       90,055
Patti McGill Peterson       2,724,564       90,055
John W. Pratt               2,724,564       90,055
Richard S. Scipione         2,720,079       94,540
Edward J. Spellman          2,724,224       90,395



NOTES

John Hancock Funds - New York Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



NOTES

John Hancock Funds - New York Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



NOTES

John Hancock Funds - New York Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



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

101 Huntington Avenue, Boston, MA 02199-7603


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


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

A recycled logo in lower left hand corner with caption "Printed on 
Recycled Paper."                                        7600A 8/96
                                                             10/96





                               John Hancock Funds
                                  Massachusetts
                                     Tax-Free
                                    Income Fund

                                  ANNUAL REPORT

                                 August 31, 1996



TRUSTEES

Edward J. Boudreau, Jr.
Dennis S. Aronowitz*
Richard P. Chapman, Jr.*
William J. Cosgrove*
Douglas M. Costle*
Leland O. Erdahl*
Richard A. Farrell*
Gail D. Fosler*
William F. Glavin*
Anne C. Hodsdon
Dr. John A. Moore*
Patti McGill Peterson*
John W. Pratt*
Richard S. Scipione
Edward Spellman*
*Members of the Audit Committee

OFFICERS

Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
Anne C. Hodsdon
President
James B. Little
Senior Vice President and
Chief Financial Officer
Susan S. Newton
Vice President and Secretary
James J. Stokowski
Vice President and Treasurer
Thomas H. Connors
Second Vice President and Compliance Officer

CUSTODIAN

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

TRANSFER AGENT

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

INVESTMENT ADVISER

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

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

LEGAL COUNSEL

Hale and Dorr
60 State Street
Boston, Massachusetts 02109

INDEPENDENT AUDITORS

Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

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

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

Since late 1994, prospectus simplification has been a major topic in
the mutual fund industry. At that time, Securities and Exchange 
Commission Chairman Arthur Levitt called on fund companies to
make their prospectuses more user-friendly. He noted that 
prospectuses are often overloaded with technical detail and are hard 
for most investors to understand. Many industry observers agreed, 
and rightly so.

So it is my pleasure to let you know that after being under 
development for a year, John Hancock Funds has introduced new 
simplified and consolidated prospectuses. The prospectuses feature 
shorter, clearer language with a streamlined design, and they 
incorporate several funds with similar investment objectives into 
one document. They cover our income, growth, growth and income, tax-
free income, international/global and money market funds. We are 
gratified at the favorable reviews that our new prospectuses have 
received from shareholders, financial advisers, industry analysts 
and the press. We believe they are a bold but sensible step forward. 
And while they are easier to read, they still comply with all 
federal and state guidelines.

We have taken the initiative to create a prospectus that 
dramatically departs from the norm. Among its most innovative 
features is a two-page spread highlighting each fund's goals and 
investment strategy, the types of securities it buys, its portfolio 
management and risk factors, all in plainer language. Fund expenses 
and financial highlights are now found here, too, as is a new bar 
chart that shows year-to-year volatility for each fund. Other 
features include a better presentation of fund services, a new 
glossary of investment risks and a discussion about how funds are 
organized, including a diagram showing the connection of the various 
players that provide services to your Hancock fund(s).

We believe we have made a significant advancement in the drive 
toward better mutual fund prospectuses. We hope you will agree 
because in the end, we did it for you, our shareholders.

Sincerely,

/S/ EDWARD J. BOUDREAU, JR.

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



BY DIANNE SALES-SINGER, CFA, PORTFOLIO MANAGER

John Hancock
Massachusetts Tax-Free 
Income Fund

Strengthening economy thwarts bonds in 1996;
municipals outperform U.S. Treasuries

Effective July 1, 1996, John Hancock Tax-Exempt Series Fund's name 
changed to John Hancock Massachusetts Tax-Free Income Fund and John 
Hancock New York Tax-Free Income Fund.  What follows is the report 
for the Massachusetts Tax-Free Income Fund.

Municipal bonds performed well over the last 12 months considering 
the see-saw environment for bonds during that time. At the beginning 
of the Fund's fiscal year in September 1995, the bond market was in 
the midst of a strong rally due to slow economic growth, muted 
inflation and falling interest rates. While municipals performed 
well in that time, they lagged their taxable brethren as various 
flat-tax proposals created headlines. But starting in early 1996, 
bond prices pulled back and yields rose as signs emerged of an 
economy growing faster than had been expected. That sparked fears of 
inflation, a bondholder's nemesis because of its corrosive effect on 
a bond's income stream. While inflation hasn't surfaced to date, the 
numbers through August portrayed an economy growing at a healthy 
clip. That kept the bond market concerned about the specter of 
inflation through the Fund's year end.

"Municipal 
bonds 
performed 
well over 
the last 12 
months..."

A 2" x 3 3/4" photo of Fund management team. Caption reads: "Dianne 
Sales-Singer (seated) and Fund management team members (l-r); Mike Roye, 
Holly Morris and Frank Lucibella".

Even with the upward pressure on rates this year, municipal bonds 
felt the impact to a lesser degree than taxable bonds and 
outperformed Treasuries in the second half of the Fund's fiscal 
year. That's because municipals began the year with prices that were 
relatively cheap compared to Treasuries because of earlier flat-tax 
fears. Those fears dissipated in early 1996 and investors began to 
realize municipals' value. In addition, municipal bonds were boosted 
by a growing imbalance between supply and demand. There was a 
limited supply of new municipal bonds in the last six months, while 
demand remained constant, if not growing.



Pie chart with the heading "Portfolio Diversification" at top of left 
hand column. The chart is divided into 9 sections. Going from top left 
to right; Other 5%; General Obligation 14%; Industrial Revenue 10%; 
Education 18%; Electric 9%; Health 17%; Housing 9%; Transportation 8%; 
Water & Sewer 10%. Footnote below states "As a percentage of net assets 
on August 31, 1996"

"...our focus 
has been on 
maintaining 
and improving 
the Fund's 
competitive 
yield."

Table entitled "Scorecard" at bottom of left hand column. The header for 
the left column is "Investments"; the header for the right column is 
"Recent performance ... and what's behind the numbers." The first 
listing is Premium coupon bonds followed by an up arrow and the phrase 
"Lower interest rate sensitivity". The second listing is Non-
callable/good-call bonds followed by an up arrow and the phrase "Scarce 
supply boosts value." The third listing is Electric utilities followed 
by a down arrow and the phrase "Increased competition/deregulation". A 
footnote below states "See 'Schedule of Investments.' Investment 
holdings are subject to change."

Performance review

For the 12 months ended August 31, 1996, John Hancock Massachusetts 
Tax-Free Income posted a total return of 4.78% at net asset value, 
compared to the 4.92% total return for the average Massachusetts 
municipal bond fund, according to Lipper Analytical Services.1  The 
Fund's sizable stake in premium coupon bonds (which provide a higher 
coupon income and therefore less price volatility) caused the Fund 
to lag its peers when interest rates were falling and prices on more 
interest-rate sensitive bonds rose more rapidly. This year, however, 
these holdings have helped the Fund when rates backed up. In fact, 
from the beginning of the year through the end of August, the Fund 
has outperformed its peers in terms of total return and distribution 
income. 

Focus on income

In 1996, our focus has been on maintaining and improving the Fund's 
competitive yield. As shareholders know, a bond fund's total return 
is made up of two components: income and changes in share price, 
which reflect changes in individual bonds within the Fund. As we had 
anticipated, coupon income has become a more significant contributor 
to total return this year than rising bond prices. Our premium bonds 
figure in here as they provide a stable income base. What's more, we 
have maintained this income level without taking on a high degree of 
credit risk. The Fund's average credit rating remains A1.

We also worked on further extending the Fund's call protection to 
its current eight-year average as a way of providing greater income 
stability. Bond issuers often maintain the right to redeem a bond 
prior to its maturity, which may force bondholders to reinvest those 
proceeds at much lower yields. Call protection refers to the length 
of time during which a security cannot be redeemed by the issuer. 
The Fund also owns bonds that are non-callable, which means they 
can't be redeemed before their scheduled maturity date. By ensuring 
a high degree of call protection, we have minimized our reinvestment 
risk, and with the decline in bond supply, those with greater levels 
of call protection have become more scarce and more valuable. 



Bar chart with heading "Fund Performance" at top of left hand column. 
Under the heading is the footnote: "For the year ended August 31, 1996." 
The chart is scaled in increments of 5% from bottom to top, with 5% at 
the top and 0% at the bottom. Within the chart there are two solid bars. 
The first represents the 4.78% total return for the John Hancock 
Massachusetts Tax-Free Income Fund. The second represents the 4.92% 
total return for the average Massachusetts muni bond fund. A footnote 
below reads: "The total return for John Hancock Massachusetts Tax-Free 
Income Fund is at net asset value with all distributions reinvested. The 
average Massachusetts municipal bond fund is tracked by Lipper 
Analytical Services. (1) See following two pages for historical 
performance information." 

Utilities update

Over the past year, Massachusetts has continued on its slow-but-
stable economic growth pattern, while governmental revenues and 
expenditures continue to be managed in a satisfactory manner. One 
ongoing credit development has occurred in the utility sector. As we 
discussed in our last report, the move toward deregulation in the 
utilities industry and the prospects of greater competition have 
caused rating agencies to be more focused than ever on updating 
utilities' credit ratings based on this new competitive landscape. 
As part of this review, one of our holdings, the Massachusetts 
Municipal Wholesale Electric Company (MMWEC), was downgraded. While 
we had anticipated the downgrade, we chose to retain our holdings 
for several reasons. First, we initially purchased these bonds at a 
time of higher overall interest rates, and we would have been unable 
to replace their income stream with bonds of comparable yield. 
Second, all of our MMWEC bonds are premium coupon bonds with 
generally shorter duration. Duration measures how sensitive a bond's 
price is to changes in interest rates. The shorter the bond, the 
less its price moves with changes in interest rates. Given their 
positioning on the shorter end of the yield curve, their prices were 
less impacted by the downgrade. Therefore, even with the downgrade, 
the value of our holdings has remained stable. Overall, our exposure 
to the utilities sector remains quite light. But with all the change 
afoot in the electric utility sector, we're keeping our eyes open 
for new investment opportunities.

"We remain 
optimistic 
about 
municipal 
bonds..."

What's ahead

In the short term, we believe the bond market will continue to be 
volatile as long as signs of a strengthening economy fuel inflation 
fears and the market waits for the Federal Reserve to raise interest 
rates to keep inflation in check. Such a Fed move would help slow 
the economy and eventually lead to lower rates. But until that time, 
we will continue to stay on the defensive, keeping the Fund's 
duration in a fairly neutral position, which is shorter than it had 
been in 1995. As for municipal bonds, we remain optimistic about 
their prospects because the supply continues to diminish, especially 
in Massachusetts, while demand remains healthy. With such strong 
fundamentals in place, we believe that municipal bonds in general, 
and Massachusetts municipals in particular, continue to represent 
attractive values. 

- --------------------------------------------------------------------
This commentary reflects the views of the portfolio manager through 
the end of the Fund's period discussed in this report. Of course, 
the managers' views are subject to change as market and other 
conditions warrant. 

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



A LOOK AT PERFORMANCE

The tables on the right show the cumulative total returns and the 
average annual total returns for the John Hancock Massachusetts Tax-
Free Income Fund. Total return is a performance measure that equals 
the sum of all income and capital gains dividends, assuming reinvestment 
of these distributions, and the change in the price of the Fund's shares, 
expressed as a percentage of the Fund's net asset value per share. 
Performance figures include the maximum applicable sales charge of 4.5% 
for Fund shares. Remember that all figures represent past performance and 
are no guarantee of how the Fund will perform in the future. Also, keep in 
mind that the total return and share price of the Fund's investments 
will fluctuate. As a result, your Fund's shares may be worth more or 
less than their original cost, depending on when you sell them. 
Please note that a portion of the Fund's income may be distributed to 
shareholders as taxable income. Some investors may be subject to the 
Alternative Minimum Tax. Also note that capital gains are taxable when 
distributed to shareholders. 

CUMULATIVE TOTAL RETURNS

For the period ended June 30, 1996

                                  ONE         FIVE     LIFE OF
                                 YEAR        YEARS       FUND
                              ----------  ---------  -----------
John Hancock Massachusetts 
Tax-Free Income Fund             1.12%      37.66%     93.45%(1)


AVERAGE ANNUAL TOTAL RETURNS

For the period ended June 30, 1996

                                  ONE         FIVE     LIFE OF
                                 YEAR        YEARS       FUND
                              ----------  ---------  -----------
John Hancock Massachusetts 
Tax-Free Income Fund (2)         1.12%       6.60%      7.76%(1)
As of August 31, 1996


YIELDS
                                           SEC 30-DAY
                                             YIELD
                                         -------------
John Hancock Massachusetts 
Tax-Free Income Fund                         5.08%

Notes to Performance

(1) Operations commenced on September 3, 1987.

(2) The Advisor voluntarily waived a portion of the management fee 
    and reduced a portion of the custodian fees during the period. 
    Without the waiver of expenses, the average annual total return 
    for the one-year, five-year, and since inception periods would 
    have been 0.67%, 5.87%, and 6.75%, respectively.



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

The chart on the right shows how much a $10,000 investment in the 
John Hancock Massachusetts Tax-Free Income Fund would be worth on 
August 31, 1996, assuming you invested on the day the shares started 
and have reinvested all distributions. For comparison, we've shown 
the same $10,000 investment in the Lehman Brothers Municipal Bond 
Index -- an unmanaged index that includes approximately 15,000 bonds 
and is commonly used as a measure of bond performance. Please 
remember that a portion of the distributions for this Fund may be
taxable, and some investors may be subject to the alternative minimum tax.

Massachusetts Tax-Free Income Fund

Line chart with the heading Massachusetts Tax-Free Income Fund, 
representing the growth of a hypothetical $10,000 investment over the 
life of the fund.  Within the chart are three lines.

The first line represents the value of the Lehman Brothers Municipal 
Bond Index and is equal to $20,966 as of August 31, 1996.  The second 
line represents the value of the hypothetical $10,000 investment made in 
the Massachusetts Tax-Free Income Fund on September 3, 1987, before 
sales charge, and is equal to $20,432 as of August 31, 1996.  The third 
line represents the Massachusetts Tax-Free Income Fund after sales 
charge and is equal to $19,515 as of August 31, 1996.



<TABLE>
<CAPTION>

John Hancock Funds - Massachusetts Tax-Free Income Fund

The Statement of Assets and Liabilities is the Fund's balance sheet and 
shows the value of what the Fund owns, is due and owes on August 31, 
1996. You'll also find the net asset value and the maximum offering 
price per share as of that date.

Statement of Assets and Liabilities
August 31, 1996
- -----------------------------------------------------------------------
<S>                                                         <C>
Assets:
Investments at value - Note C:
Tax-exempt long-term bonds
(cost - $52,628,922)                                        $54,016,028
Options (cost - $576)                                               250
                                                            -----------
                                                             54,016,278
Cash                                                            377,765
Receivable for shares sold                                        4,103
Interest receivable                                             833,086
Receivable for investments sold                                      49
Other assets                                                      2,011
                                                            -----------
Total Assets                                                 55,233,292
- -----------------------------------------------------------------------
Liabilities:
Dividend payable                                                  8,532
Payable for investments purchased                                   576
Payable to John Hancock Advisers, Inc. and
affiliates - Note B                                              16,616
Accounts payable and accrued expenses                            38,806
                                                            -----------
Total Liabilities                                                64,530
- -----------------------------------------------------------------------
Net Assets:
Capital paid-in                                              54,394,914
Accumulated net realized loss on investments and
financial futures contracts                                    (618,275)
Net unrealized appreciation of investments                    1,386,978
Undistributed net investment income                               5,145
                                                            -----------
Net Assets                                                  $55,168,762
=======================================================================

Net Asset Value Per Share:
(Based on 4,731,610 shares of
beneficial interest outstanding - unlimited
number of shares authorized with no par value)                   $11.66
=======================================================================

Maximum Offering Price  Per Share*
($11.66 x 104.71%)                                               $12.21
=======================================================================

* On single retail sales of less than $100,000. On sales of $100,000 
  or more and on group sales the offering price is reduced.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

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

Statement of Operations
Year Ended August 31, 1996
- -----------------------------------------------------------------------
<S>                                                         <C>
Investment Income:
Interest                                                     $3,485,882
                                                            -----------
Expenses:
Investment management fee - Note B                              279,114
Distribution/service fee - Note B                               167,468
Transfer agent fee - Note B                                      66,046
Custodian fee                                                    54,348
Printing                                                         27,920
Auditing fee                                                     21,030
Registration and filing fees                                     14,036
Legal fees                                                       12,769
Financial services fee - Note B                                   6,958
Trustees' fees                                                    5,079
Miscellaneous                                                     3,892
Less Management Fee Reduction - Note B                         (240,050)
                                                            -----------
Total Expenses                                                  418,610
- -----------------------------------------------------------------------
Less Expense Reductions -
Note B                                                          (27,418)
- -----------------------------------------------------------------------
Net Expenses                                                    391,192
- -----------------------------------------------------------------------
Net Investment Income                                         3,094,690
- -----------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on
Investments and Financial Futures Contracts:
Net realized gain on investments sold                           140,617
Net realized loss on financial futures contracts                (61,504)
Change in net unrealized appreciation/depreciation
of investments                                                 (573,560)
                                                            -----------
Net Realized and Unrealized
Loss on Investments and
Financial Futures Contracts                                    (494,447)
- -----------------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations                                    $2,600,243
=======================================================================

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Statement of Changes in Net Assets

                                                                                           YEAR ENDED AUGUST 31,
                                                                                       --------------------------
                                                                                          1995           1996
                                                                                       -----------    -----------
<S>                                                       <C>            <C>           <C>            <C>
Increase (Decrease) In Net Assets:
From Operations:
Net investment income                                                                   $3,013,894     $3,094,690
Net realized gain (loss) on investments sold and
financial futures contracts                                                               (434,124)        79,113
Change in net unrealized appreciation/depreciation
of investments and financial futures contracts                                           1,302,047       (573,560)
                                                                                       -----------    -----------
Net Increase in Net Assets Resulting from
Operations                                                                               3,881,817      2,600,243
                                                                                       -----------    -----------
Distributions to Shareholders:
Dividends from net investment income ($0.6469
and $0.6543 per share, respectively)                                                    (3,013,894)    (3,094,690)
                                                                                       -----------    -----------
From Fund Share Transactions - Net*                                                       (574,665)     1,247,514
                                                                                       -----------    -----------
Net Assets:
Beginning of period                                                                     54,122,437     54,415,695
                                                                                       -----------    -----------
End of period (including undistributed net
investment income of $1,994 and $5,145,
respectively)                                                                          $54,415,695    $55,168,762
                                                                                       ===========    ===========

* Analysis of Fund Share Transactions:
                                                                           YEAR ENDED AUGUST 31,
                                                         --------------------------------------------------------
                                                                    1995                          1996
                                                         --------------------------    --------------------------
                                                          SHARES         AMOUNT         SHARES         AMOUNT
                                                         -----------    -----------    -----------    -----------
Shares sold                                                  595,309     $6,835,830        664,442     $7,865,907
Shares issued to shareholders in reinvestment
of distributions                                             186,027      2,120,129        175,838      2,080,462
                                                         -----------    -----------    -----------    -----------
                                                             781,336      8,955,959        840,280      9,946,369
Less shares repurchased                                     (836,966)    (9,530,624)      (736,253)    (8,698,855)
                                                         -----------    -----------    -----------    -----------
Net increase (decrease)                                      (55,630)     ($574,665)       104,027     $1,247,514
                                                         ===========    ===========    ===========    ===========

The Statement of Changes in Net Assets shows how the value of net assets of the Fund
has changed since the end of the previous period. The difference reflects net investment
income, any investment gains and losses, distributions paid to shareholders, and any
increase or decrease in money shareholders invested in the Fund. The footnotes illustrate
the number of Fund shares sold, reinvested and redeemed during the last two periods,
along with the per share amount of distributions made to shareholders of the Fund for the
period indicated.

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

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

                                                                       YEAR ENDED AUGUST 31,
                                                 ---------------------------------------------------------------
                                                   1992          1993          1994          1995          1996
                                                 -------       -------       -------       -------       -------
<S>                                              <C>           <C>           <C>           <C>           <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period              $11.15        $11.75        $12.43        $11.56        $11.76
                                                 -------       -------       -------       -------       -------
Net Investment Income                               0.71          0.67          0.63          0.65          0.65
Net Realized and Unrealized Gain (Loss)
on Investments and
Financial Futures Contracts                         0.60          0.82         (0.75)         0.20         (0.10)
                                                 -------       -------       -------       -------       -------
Total from Investment Operations                    1.31          1.49         (0.12)         0.85          0.55
                                                 -------       -------       -------       -------       -------
Less Distributions:
Dividends from Net Investment Income               (0.71)        (0.67)        (0.63)        (0.65)        (0.65)
Distributions from Net Realized Gain on
Investments Sold                                     --          (0.14)        (0.12)          --            --
                                                 -------       -------       -------       -------       -------
Total Distributions                                (0.71)        (0.81)        (0.75)        (0.65)        (0.65)
                                                 -------       -------       -------       -------       -------
Net Asset Value, End of Period                    $11.75        $12.43        $11.56        $11.76        $11.66
                                                 =======       =======       =======       =======       =======

Total Investment Return at Net Asset
Value (2)                                          12.11%        13.29%       (0.97%)         7.66%         4.78%
Total Adjusted Investment Return at
Net Asset Value (2)(3)                             10.93%        12.38%       (1.50%)         7.21%         4.30%

Ratios and Supplemental Data
Net Assets, End of Period (000's omitted)        $29,113       $50,019       $54,122       $54,416       $55,169
Ratio of Expenses to Average Net Assets             0.60%         0.67%         0.70%         0.70%         0.75%(4)
Ratio of Adjusted Expenses to Average Net
Assets (1)                                          1.78%         1.58%         1.23%         1.15%         1.18%
Ratio of Net Investment Income to Average
Net Assets                                          6.18%         5.61%         5.28%         5.67%         5.53%
Ratio of Adjusted Net Investment Income
to Average Net Assets (1)                           5.00%         4.70%         4.75%         5.22%         5.05%
Portfolio Turnover Rate                               56%           79%           29%           24%           36%
Expense and Fee Reduction Per Share                $0.14         $0.11         $0.06         $0.05         $0.06

(1) Unreimbursed without fee reduction.
(2) Assumes dividend reinvestment and does not reflect the effect of sales charges.
(3) An estimated total return calculation that does not take into consideration fee
    reductions by the adviser during the periods shown.
(4) For the year ended August 31, 1996, the Ratio of Expenses to Average Net Assets
    for the fund excludes the effect of balance credits described in Note B. If these 
    expense reductions were included, the Ratio of Expenses to Average Net Assets 
    would be 0.70%.

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

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Schedule of Investments
August 31,1996
- ------------------------------------------------------------------------------------------------------------------
The Schedule of Investments is a complete list of all securities owned by Massachusetts Tax-Free Income Fund on 
August 31, 1996. It has one main category: tax-exempt long-term bonds. The tax-exempt bonds are further broken 
down by state. Under each state is a list of the securities owned by the Fund.

                                                                                PAR VALUE                    YIELD
                                           INTEREST     MATURITY          S&P      (000'S         MARKET        AT
STATE, ISSUER, DESCRIPTION                     RATE         DATE     RATING**    OMITTED)          VALUE    MARKET+
- ----------------------------              ---------- -----------     --------------------    ----------- ---------
<S>                                         <C>         <C>          <C>           <C>         <C>          <C>
TAX-EXEMPT LONG-TERM BONDS
Massachusetts (87.35%)
Boston City Industrial Development
Financing Auth,
Sewage Facil Rev 1991 Ser Harbor
Elec Energy Co Proj                           7.375%     05/15/01    BBB             $250       $266,577      6.92%
Boston Water and Sewer Commission,
Gen Rev 1991 Ser A Sr Ser                     7.000      11/01/18    AAA              500        560,055      6.25
Gen Rev 1992 Ser A Sr Ser                     5.750      11/01/13    A                500        496,830      5.79
Boston, City of,
GO 1990 Ser A                                 7.375      02/01/10    A+               350        386,428      6.68
GO 1991 Ser A MBIA                            6.750      07/01/11    AAA              350        386,277      6.12
GO 1992 Ser A AMBAC                           6.500      07/01/12    AAA              500        536,585      6.06
Rev Boston City Hosp FHA-Ins Mtg
Ser A                                         7.625      02/15/21    Aaa*             500        561,730      6.79
Brockton, City of,
State Qualified Municipal Purpose
Ln of 1993                                    6.125      06/15/18    A-             2,000      2,009,900      6.09
Holyoke, City of,
GO School Proj Ln Act of 1948                 7.650      08/01/09    Baa*           1,000      1,103,170      6.93
Massachusetts Bay Transportation
Auth,
Gen Trans Sys Rev Ref 1994 Ser A              7.000      03/01/14    A+             1,000      1,141,580      6.13
Ref Gen Trans Sys 1992 Ser B                  5.500      03/01/21    AAA              700        654,521      5.88
Massachusetts Educational Financing
Auth,
Ed Ln Rev Iss D Ser 1991A                     7.250      01/01/09    AAA              480        513,216      6.78
Massachusetts Health and Educational
Facilities Auth,
Rev Anna Jaques Hosp Iss Ser B                6.875      10/01/12    Baa1*          1,250      1,267,513      6.78
Rev Bentley College Iss Ser H                 6.875      07/01/12    AAA              250        274,285      6.27
Rev Boston College Iss Ser J                  6.625      07/01/21    AAA            1,000      1,070,870      6.19
Rev Charlton Memorial Hosp Iss Ser B          7.250      07/01/13    A              2,250      2,377,192      6.86
Rev Community Colleges Prog Iss Ser A         6.600      10/01/22    AAA              250        265,730      6.21
Rev Dana-Farber Cancer Institute Ser G-1      6.250      12/01/22    A                500        501,545      6.23
Rev Lowell Gen Hosp Iss Ser A                 8.400      06/01/11    A-*              600        650,958      7.74
Rev Melrose-Wakefield Hosp Iss Ser B          6.350      07/01/06    A-               500        514,855      6.17
Rev New England Baptist Hosp Iss Ser B        7.350      07/01/17    BBB+             250        258,390      7.11
Rev New England Deaconess Hosp Iss Ser D      6.875      04/01/22    A              2,210      2,309,892      6.58
Rev Northeastern Univ Iss Ser E               6.550      10/01/22    AAA            1,000      1,077,170      6.08
Rev Ref Worcester Polytechnic Institute
Iss Ser E                                     6.625      09/01/17    A+               250        263,875      6.28
Rev Reg Inverse Floater Ser 1993             7.500#      08/15/23    AAA              500        465,625      8.05
Rev Saint Elizabeth's Hosp of Boston Iss
Ser B FHA-Ins Proj                            7.750      08/01/27    AA               350        368,606      7.36
Rev Smith College Iss Ser D                   5.750      07/01/24    AA-              560        538,922      5.97
Massachusetts (continued)
Rev Tufts Univ Iss Ser C Preref               7.400      08/01/18    Aaa*             430        462,925      6.87
Rev Tufts Univ Iss Ser C Unref Bal            7.400      08/01/18    A+                90         96,034      6.94
Rev Wellesley College Ser D                   5.375      07/01/19    AA+            1,000        933,330      5.76
Massachusetts Housing Finance Agency,
Rev Insured Rental Hsg 1994 Ser A             6.600      07/01/14    AAA            1,100      1,127,038      6.44
Rev Residential Devel FNMA Coll Ser C         6.875      11/15/11    AAA            2,000      2,100,220      6.55
Rev Residential Devel FNMA Coll Ser D         6.800      11/15/12    AAA              500        522,770      6.50
Single Family Hsg Rev Ser 5                   8.375      06/01/15    A+                50         52,105      8.04
Single Family Hsg Rev Ser 7                   8.400      12/01/16    A+               100        104,192      8.06
Single Family Hsg Rev Ser 7                   8.100      06/01/20    A+                80         83,264      7.78
Single Family Hsg Rev Ser 9                   8.100      12/01/21    A+               100        103,451      7.83
Single Family Hsg Rev Ser 13                  7.950      06/01/23    A+               190        199,696      7.56
Single Family Hsg Rev Ser 16                  7.900      06/01/14    A+                90         95,098      7.48
Single Family Hsg Rev Ser 18                  7.350      12/01/16    A+               550        580,058      6.97
Massachusetts Industrial Finance Agency,
Resource Recovery Rev Ref Ser
1993 A Mass Refusetech Inc Proj               6.300      07/01/05    BBB            1,825      1,881,502      6.11
Rev Assumption College Iss 1996               6.000      07/01/26    AAA            1,000        964,970      6.22
Rev Ref Emerson College Iss Ser 1991A         8.900      01/01/18    BBB-*            250        276,407      8.05
Rev Ref Holy Cross College Iss 1996           5.500      03/01/20    AAA            1,000        945,850      5.81
Rev Ref Holy Cross College Iss II
Ser 1992                                      6.375      11/01/15    A+               500        549,750      5.80
Rev Ser C Glenmeadow Retirement
Community                                     8.375      02/15/18    BB+*           1,000        971,700      8.62
Rev Wtr Treatment American Hingham Proj       6.900      12/01/29    BBB            1,310      1,314,375      6.88
Rev Wtr Treatment American Hingham Proj       6.750      12/01/20    BBB            2,000      2,006,760      6.73
Massachusetts Municipal Wholesale
Electric Co, Pwr Supply Sys Rev 1992
Ser B A Pub Corp of the
Commonwealth of Mass                          6.750      07/01/05    BBB+             500        544,890      6.19
Pwr Supply Sys Rev 1992 Ser B A Pub
Corp of the Commonwealth of Mass              6.750      07/01/06    BBB+           1,500      1,630,710      6.21
Pwr Supply Sys Rev 1992 Ser B A Pub
Corp of the Commonwealth of Mass              6.750      07/01/17    BBB+             400        416,972      6.48
Pwr Supply Sys Rev 1992 Ser C A Pub
Corp of the Commonwealth of Mass              6.625      07/01/10    AAA            1,000      1,079,890      6.13
Pwr Supply Sys Rev 1993 Reg Inverse
Floater                                      7.020#      07/01/18    AAA            1,300      1,105,000      8.26
Massachusetts Port Auth,
Rev Ref Ser 1992 A                            6.000      07/01/23    AA-            1,370      1,339,504      6.14
Massachusetts Water Resource Auth,
Gen Rev Ref 1993 Ser B                        5.500      03/01/17    A                400        377,036      5.83
Gen Rev Ref 1993 Ser B                        5.000      03/01/22    A                360        312,862      5.75
Gen Rev Ref 1993 Ser C                        4.750      12/01/23    A              1,000        829,690      5.73
Gen Rev Ref 1995 Ser B                        4.750      12/01/21    AAA            1,000        845,260      5.62
Massachusetts, the Commonwealth of,
GO Consol Ln of 1991 Ser D                    6.875      07/01/10    A+             1,500      1,663,500      6.20
Nantucket, Town of,
GO Municipal Purpose Ln of 1991               6.800      12/01/11    A                450        487,818      6.27
Plymouth, County of,
Cert of Part Ser A Plymouth County
Correctional Facil Proj                       7.000      04/01/22    A-               750        824,805      6.37
Springfield, City of,
GO School Proj Ln Act of 1992 Ser B           7.100      09/01/11    Baa*             500        536,230      6.62
                                                                                             -----------
                                                                                              48,187,959
                                                                                             -----------
Puerto Rico (10.56%)
Puerto Rico Aqueduct and Sewer Auth,
Ref Pars & Inflos Ser 1995 Gtd by the
Commonwealth of Puerto Rico                  8.220#      07/01/11    AAA            2,000      2,167,500      7.58
Puerto Rico Highway and
Transportation Auth, Highway Rev Cap
Rites Ser Y                                   6.250      07/01/14    A              1,000      1,047,230      5.97
Puerto Rico Infrastructure
Financing Auth,
Spec Tax Rev Ser 1988A                        7.750      07/01/08    BBB+             450        483,669      7.21
Puerto Rico, Commonwealth of, GO Pub
Imp Inverse Rate Securities Ser 1996         8.070#      07/01/11    AAA            1,000      1,083,750      7.45
GO Pub Imp Unltd Ref Ser 1994                 6.400      07/01/11    A              1,000      1,045,920      6.12
                                                                                             -----------
                                                                                               5,828,069
                                                                                             -----------
         TOTAL TAX-EXEMPT LONG-TERM BONDS
                       (Cost $52,628,922)                                         (97.91%)   $54,016,028
                                                                                  =======    ===========


<CAPTION>

                                                                       NUMBER
                                                                           OF  EXPIRATION         MARKET
                                                                     CONTRACTS       DATE          VALUE
                                                                     --------  ----------    -----------
<S>                                                                       <C>   <C>          <C>
OPTIONS (0.00%)
U.S. Treasury Bond Option 112 USV6C                                         8      9/21/96           250
                                                                                             -----------
                            TOTAL OPTIONS
                              (Cost $576)                                           (0.00%)          250
                                                                                  -------    -----------
                        TOTAL INVESTMENTS                                         (97.91%)   $54,016,278
                                                                                  =======    ===========

*  Credit ratings are rated by Moody's Investors Services, Fitch or John Hancock
   Advisers, Inc. where Standard & Poors ratings are not available.
** Credit ratings are unaudited.
+  The yield is not calculated in accordance with guidelines established by the U.S.
   Securities Exchange Commission and is unaudited. Zero coupon yields are at yield to maturity.
#  Represents rate in effect on August 31, 1996.

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

See notes to financial statements.

</TABLE>



<TABLE>
<CAPTION>

Portfolio Concentration
August 31, 1996 (Unaudited)
- -----------------------------------------------------------------------------------------

The Massachusetts Tax-Free Income Fund invests primarily in securities issued by the state 
of Massachusetts and its various political subdivisions. The performance of the Fund is 
closely tied to economic conditions within the state and the financial condition of the state 
and its agencies and municipalities. The concentration of investments by states and credit 
ratings for individual securities held by the Fund are shown in the schedule of investments. 
In addition, the concentration of investments can be aggregated by various sector categories.

The table below shows the percentages of the Fund's investments at August 31, 1996 assigned 
to the various sector categories.

                                                 MARKET VALUE AS A PERCENTAGE
SECTOR DISTRIBUTIONS                               OF THE FUND'S NET ASSETS
- -----------------------------------------------------------------------------------------
<S>                                                        <C>
General Obligation                                          13.86%
Revenue Bonds - Certificate of Participation                 1.50
Revenue Bonds - Education                                   17.77
Revenue Bonds - Electric Power                               8.66
Revenue Bonds - Health                                      16.71
Revenue Bonds - Housing                                      9.01
Revenue Bonds - Industrial Development Bond                  9.91
Revenue Bonds - Other                                        2.78
Revenue Bonds - Transportation                               7.58
Revenue Bonds - Water & Sewer                               10.13
                                                       ----------
     TOTAL TAX-EXEMPT LONG-TERM BONDS                       97.91%
                                                       ==========

See notes to financial statements.

</TABLE>




NOTES TO FINANCIAL STATEMENTS

John Hancock Funds - Massachusetts Tax-Free Income Fund

NOTE A --
ACCOUNTING POLICIES

John Hancock Massachusetts Tax-Free Income Fund (the "Fund") is a 
diversified open-end management investment company, registered under 
the Investment Company Act of 1940. The Fund is organized as a 
Massachusetts business trust under the laws of the Commonwealth of 
Massachusetts. Prior to July 1, 1996 the Fund was known as the John 
Hancock Tax-Exempt Series Fund --Massachusetts Portfolio. The 
investment objective of the Fund is to provide as high a level of 
current income exempt from both federal income taxes and Massachusetts 
personal income taxes as is consistent with preservation of capital.

Significant accounting policies of the Fund are as follows:

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

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by 
the Securities and Exchange Commission, the Fund, along with other 
registered investment companies having a management contract with 
John Hancock Advisers, Inc. (the "Adviser"), a wholly-owned 
subsidiary of The Berkeley Financial Group, may participate in a 
joint repurchase agreement. Aggregate cash balances are invested in 
one or more repurchase agreements, whose underlying securities are 
obligations of the U.S. government and/or its agencies. The Fund's 
custodian bank receives delivery of the underlying securities for 
the joint account on the Fund's behalf. The Adviser is responsible 
for ensuring that the agreement is fully collateralized at all 
times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of 
the date of purchase, sale or maturity. Net realized gains and 
losses on sales of investments are determined on the identified cost 
basis.

FEDERAL INCOME TAXES The Fund's policy is to comply with the 
requirements of the Internal Revenue Code that are applicable to 
regulated investment companies and to distribute all of its taxable 
income, including any net realized gain on investments, to its 
shareholders. Therefore, no federal income tax provision is 
required. For federal income tax purposes, the Fund has $567,282 of 
capital loss carryforwards available, to the extent provided by 
regulations, to offset future net realized capital gains. If such 
carryforwards are used by the Fund, no capital gains distribution 
will be made. The carryforwards expire as follows: August 31, 2002 -
- - $2,465, August 31, 2003 -- $396,511 and August 31, 2004 -- 
$168,306.

DIVIDENDS, INTEREST AND DISTRIBUTIONS Interest income on investment 
securities is recorded on the accrual basis.

The Fund records all distributions to shareholders from net 
investment income and realized gains on the ex-dividend date. Such 
distributions are determined in conformity with income tax 
regulations, which may differ from generally accepted accounting 
principles. The Fund records dividends from net investment income 
daily and distributes monthly.

PREMIUM AND DISCOUNT For tax-exempt issues, the Fund amortizes the 
amount paid in excess of par value on securities purchased from 
either the date of purchase or date of issue to date of sale, 
maturity or to next call date, if applicable. The Fund accretes 
original issue discount from par value on securities purchased from 
either the date of issue or the date of purchase over the life of 
the security, as required by the Internal Revenue Code. The Fund 
records market discount on bonds purchased after April 30, 1993 at 
time of disposition.

USE OF ESTIMATES The preparation of these financial statements in 
accordance with generally accepted accounting principles 
incorporates estimates made by management in determining the 
reported amounts of assets, liabilities, revenues, and expenses of 
the Fund. Actual results may differ from these estimates. 

FINANCIAL FUTURES CONTRACTS The Fund may buy and sell financial 
futures contracts to hedge against the effects of fluctuations in 
interest rates and other market conditions. At the time the Fund 
enters into a financial futures contract, it will be required to 
deposit with its custodian a specified amount of cash or U.S. 
government securities, known as "initial margin", equal to a certain 
percentage of the value of the financial futures contract being 
traded. Each day, the futures contract is valued at the official 
settlement price on the board of trade or U.S. commodities exchange. 
Subsequent payments, known as "variation margin", to and from the 
broker are made on a daily basis as the market price of the 
financial futures contract fluctuates. Daily variation margin 
adjustments, arising from this "mark to market", will be recorded by 
the Fund as unrealized gains or losses.

When the contracts are closed, the Fund recognizes a gain or loss. 
Risks of entering into futures contracts include the possibility 
that there may be an illiquid market and/or that a change in the 
value of the contracts may not correlate with changes in the value 
of the underlying securities. In addition, the Fund could be 
prevented from opening or realizing the benefits of closing out 
futures positions because of position limits or limits on daily 
price fluctuations imposed by an exchange.

For federal income tax purposes, the amount, character and timing of 
the Fund's gains and/or losses can be affected as a result of 
futures contracts.

At August 31, 1996 there were no open positions in financial futures 
contracts. 

OPTIONS Listed options will be valued at the last quoted sales price 
on the exchange on which they are primarily traded. Purchased put or 
call over-the-counter options will be valued at the average of the 
"bid" prices obtained from two independent brokers. Written put or 
call over-the-counter options will be valued at the average of the 
"asked" prices obtained from two independent brokers. Upon the 
writing of a call or put option, an amount equal to the premium 
received by the Fund will be included in the Statement of Assets and 
Liabilities as an asset and corresponding liability. The amount of 
the liability will be subsequently marked-to-market to reflect the 
current market value of the written option.

The Fund may use option contracts to manage its exposure to the 
stock market. Writing puts and buying calls will tend to increase 
the Fund's exposure to the underlying instrument and buying puts and 
writing calls will tend to decrease the Fund's exposure to the 
underlying instrument, or hedge other Fund investments.

The maximum exposure to loss for any purchased options will be 
limited to the premium initially paid for the option. In all other 
cases, the face (or "notional") amount of each contract at value 
will reflect the maximum exposure of the Fund in these contracts, 
but the actual exposure will be limited to the change in value of 
the contract over the period the contract remains open.

Risks may also arise if counterparties do not perform under the 
contract's terms ("credit risk"), or if the Fund is unable to offset 
a contract with a counterparty on a timely basis ("liquidity risk"). 
Exchange-traded options have minimal credit risk as the exchanges 
act as counterparties to each transaction, and only present 
liquidity risk in highly unusual market conditions. To minimize 
credit and liquidity risks in over-the-counter option contracts, the 
Fund will continuously monitor the creditworthiness of all its 
counterparties.

At any particular time, except for purchased options, market or 
credit risk may involve amounts in excess of those reflected in the 
Fund's period-end Statement of Assets and Liabilities.

There were no written option transactions for the period ended 
August 31, 1996.

NOTE B -- 
MANAGEMENT FEE, AND 
TRANSACTIONS WITH AFFILIATES AND OTHERS

Under the present investment management contract, the Fund pays a 
monthly management fee to the Adviser for a continuous investment 
program equivalent, on an annual basis, to the sum of (a) 0.500% of 
the first $250,000,000 of the Fund's average daily net asset value, 
(b) 0.450% of the next $250,000,000, (c) 0.425% of the next 
$500,000,000, (d) 0.400% of the next $250,000,000 and (e) 0.300% of 
the Fund's average daily net asset value in excess of 
$1,250,000,000.

In the event normal operating expenses of the Fund, exclusive of 
certain expenses prescribed by state law, are in excess of the most 
restrictive state limit where the Fund is registered to sell shares, 
the fee payable to the Adviser will be reduced to the extent of such 
excess, and the Adviser will make additional arrangements necessary 
to eliminate any remaining excess expenses. The current limits are 
2.5% of the first $30,000,000 of the Fund's average daily net asset 
value, 2.0% of the next $70,000,000, and 1.5% of the remaining 
average daily net asset value.

The Adviser has voluntarily agreed to limit the Fund's expenses 
further to the extent required to prevent expenses from exceeding 
0.70% of the Fund's average daily net asset value, exclusive of 
certain expenses prescribed by state law. Accordingly, for the 
period ended August 31, 1996, the reduction in the Adviser's fee 
collectively with any additional amounts not borne by the Fund by 
virtue of the expense limit for the Fund amounted to $240,050. This 
waiver may be discontinued at any time.

The Fund has an agreement with its custodian bank under which 
$27,418 of custodian fees have been reduced by balance credits 
applied during the period ended August 31, 1996. If the Fund had not 
entered into this agreement the assets not invested, on which these 
balance credits were earned, could have produced taxable income.

The Fund has a distribution agreement with John Hancock Funds, Inc. 
("JH Funds"), a wholly owned subsidiary of the Adviser. For the 
period ended August 31, 1996, net sales charges received with regard 
to sales of shares amounted to $219,862. Out of this amount, $25,097 
was retained and used for printing prospectuses, advertising, sales 
literature and other purposes, $46,061 was paid as sales commissions 
to unrelated broker-dealers and $148,704 was paid as sales 
commissions to sales personnel of John Hancock Distributors, Inc. 
("Distributors"), Tucker Anthony, Incorporated ("Tucker Anthony") 
and Sutro & Co., Inc. ("Sutro"), all of which are broker dealers. 
The Adviser's indirect parent, John Hancock Mutual Life Insurance 
Company, is the indirect sole shareholder of Distributors and John 
Hancock Freedom Securities Corporation and its subsidiaries, which 
include Tucker Anthony and Sutro. 

In addition, to reimburse JH Funds for the services it provides as 
distributor of shares of the Fund, the Fund has adopted a 
Distribution Plan pursuant to Rule 12b-1 under the Investment 
Company Act of 1940. Accordingly, the Fund will make payments to JH 
Funds for distribution and service expenses, at an annual rate not 
to exceed 0.30% of average daily net assets, to reimburse JH Funds 
for its distribution and service costs. Up to a maximum of 0.25% of such 
payments may be service fees as defined by the amended Rules of Fair 
Practice of the National Association of Securities Dealers. Under 
the amended Rules of Fair Practice, curtailment of a portion of the 
Fund's 12b-1 payments could occur under certain circumstances.

The Fund has a transfer agent agreement with John Hancock Investor 
Services Corporation ("Investor Services"), a wholly-owned 
subsidiary of The Berkeley Financial Group. The Fund pays Investor 
Services a fee based on the number of shareholder accounts and 
certain out-of-pocket expenses.

On March 5, 1996, the Board of Trustees approved retroactively to 
January 1, 1996, an agreement with the Adviser to perform necessary 
tax and financial management services for the Funds. The 
compensation for 1996 is estimated to be at an annual rate of 
0.01875% of the average net assets of each Fund.

Mr. Edward J. Boudreau, Jr., Mr. Richard S. Scipione, and Ms. Anne 
C. Hodsdon are directors and/or officers of the Adviser and/or its 
affiliates, as well as Trustees of the Fund. The compensation of 
unaffiliated Trustees is borne by the Fund. Effective with the fees 
paid for 1995, the unaffiliated Trustees may elect to defer for tax 
purposes their receipt of this compensation under the John Hancock 
Group of Funds Deferred Compensation Plan. The Fund makes 
investments into other John Hancock funds, as applicable, to cover 
its liability for the deferred compensation. Investments to cover 
the Fund's deferred compensation liability are recorded on the 
Fund's books as an other asset. The deferred compensation liability 
and the related other asset are always equal and are marked to 
market on a periodic basis to reflect any income earned by the 
investment as well as any unrealized gains or losses. At August 31, 
1996 the Fund's investments to cover the deferred compensation 
liability had unrealized appreciation of $198.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other than 
obligations of the U.S. government and its agencies and short-term 
securities, during the period ended August 31, 1996, aggregated 
$21,506,666 and $19,865,207, respectively. There were no purchases 
or sales of obligations of the U.S. government and its agencies 
during the period ended August 31, 1996.

The cost of investments owned at August 31, 1996 for federal income 
tax purposes was $52,629,498. Gross unrealized appreciation and 
depreciation of investments aggregated $2,100,613 and $713,833 
respectively, resulting in net unrealized appreciation of 
$1,386,780.

NOTE D --
RECLASSIFICATION OF CAPITAL ACCOUNTS

During the year ended August 31, 1996, the Fund has reclassified 
amounts to reflect an increase in accumulated net investment income 
and accumulated net realized loss on investments of $3,151. This 
represents the cumulative amount necessary to report these balances 
on a tax basis, excluding certain temporary differences, as of August 
31, 1996. Additional adjustments may be needed in subsequent reporting 
periods. These reclassifications, which have no impact on the net asset 
value of the Fund, are primarily attributable to certain differences in 
the computation of distributable income and capital gains under federal 
tax rules versus generally accepted accounting principles. The calculation 
of net investment income per share in the financial highlights excludes 
these adjustments.



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Trustees of
John Hancock Massachusetts Tax-Free Income Fund,
formerly John Hancock Tax Exempt Series Fund - 
Massachusetts Portfolio 

In our opinion, the accompanying statement of assets and 
liabilities, including the schedule of investments (except for 
Moody's and Standard & Poor's ratings and yields at market), and the 
related statements of operations and of changes in net assets and 
the financial highlights present fairly, in all material respects, 
the financial position of the Massachusetts Tax-Free Income Fund 
(the "Fund"), formerly John Hancock Tax Exempt Series Fund -- 
Massachusetts Portfolio, at August 31, 1996, the results of its 
operations, the changes in its net assets and the financial 
highlights for the periods indicated, in conformity with generally 
accepted accounting principles. These financial statements and 
financial highlights (hereafter referred to as "financial 
statements") are the responsibility of the Fund's management; our 
responsibility is to express an opinion on these financial 
statements based on our audits. We conducted our audits of these 
financial statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the 
financial statements, assessing the accounting principles used and 
significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits, which 
includes confirmation of securities owned at August 31, 1996 by 
correspondence with the custodian and brokers, provide a reasonable 
basis for the opinion expressed above.

Price Waterhouse LLP

Boston, Massachusetts

October 9, 1996

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax purposes, the following information is 
furnished with respect to the distributions of the Fund for its 
fiscal year ended August 31, 1996.

None of the 1996 income dividends qualify for the corporate 
dividends received deduction. Shareholders, who are not subject to 
the alternative minimum tax, received income dividends which are 
99.68% tax-exempt. The percentage of income dividends from the Fund 
subject to the alternative minimum tax is 14.62%.

None of the income dividends were derived from U.S. Treasury Bills.

For specific information on exception provisions in your state, 
consult your local state tax office or your tax adviser.

Shareholders will receive a 1996 U.S. Treasury Department Form 1099-
DIV in January, 1997. 



SHAREHOLDER MEETING (UNAUDITED)

On June 26, 1996, a special meeting of John Hancock Massachusetts 
Tax-Free Income Fund, formerly John Hancock Tax-Exempt Series Fund - 
Massachusetts Portfolio (the "Fund") was held.

Shareholders approved an Amended and Restated Declaration of Trust. 
The shareholder votes tallied were 2,572,224 FOR, 42,012 AGAINST and 
159,096 ABSTAINING.

The shareholders next approved a new investment management contract 
between John Hancock Advisers, Inc. and the Fund to conform it to 
the investment management contracts of other funds in the John 
Hancock fund complex. The shareholder votes tallied were 2,575,671 
FOR, 57,398 AGAINST and 144,918 ABSTAINING.

Next, the shareholders approved an amendment to redesignate as 
nonfundamental the Fund's investment objective, certain investment 
policies and certain investment restrictions. The shareholder votes 
tallied were 7,513,326 FOR, 272,784 AGAINST and 533,886 ABSTAINING.

In addition the shareholders voted to approve an amendment to the 
Fund's fundamental investment restriction regarding senior 
securities to allow multiple classes of shares and transactions in 
options and futures contracts. The shareholder votes tallied were 
2,512,868 FOR, 95,706 AGAINST and 164,758 ABSTAINING.

The shareholders also voted to approve amendments to the Fund's 
fundamental investment restrictions regarding: (i) borrowing, (ii) 
lending portfolio securities and (iii) transactions in commodities 
and commodity contracts. The shareholder votes tallied were (i) 
2,488,511 FOR, 125,993 AGAINST and 158,828 ABSTAINING, (ii) 
2,457,409 FOR, 140,335 AGAINST and 175,588 ABSTAINING and (iii) 
2,494,577 FOR, 105,512 AGAINST and 173,242 ABSTAINING.

Lastly, the following trustees were elected to serve until their 
respective successors shall become duly elected and qualified, with 
the votes tabulated as indicated:

NAME OF  TRUSTEE                 FOR         WITHHELD
- ----------------             ---------    ------------
Dennis S. Arnowitz           2,835,745       29,012
Edward J. Boudreau, Jr.      2,829,520       35,237
Richard P. Chapman, Jr.      2,837,279       27,478
William J. Cosgrove          2,837,433       27,324
Douglas M. Costle            2,837,433       27,324
Leland O. Erdahl             2,837,433       27,324
Richard A. Farrell           2,837,433       27,324
Gail D. Fosler               2,833,151       31,606
William F. Glavin            2,835,585       29,172
Anne C. Hodsdon              2,829,760       34,997
Dr. John A. Moore            2,835,899       28,858
Patti McGill Peterson        2,835,585       29,172
John W. Pratt                2,837,433       27,324
Richard S. Scipione          2,832,796       31,961
Edward J. Spellman           2,837,433       27,324



NOTES

John Hancock Funds - Massachusetts Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



NOTES

John Hancock Funds - Massachusetts Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



NOTES

John Hancock Funds - Massachusetts Tax-Free Income Fund

[THIS PAGE INTENTIONALLY LEFT BLANK]



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

101 Huntington Avenue, Boston, MA 02199-7603


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


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

A recycled logo in lower left hand corner with caption "Printed on 
Recycled Paper."                                         7700A 8/96
                                                               10/96



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